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Georgia Power Company

DOE Loan Guarantee Application Part II GPC Vogtle Expansion Project


December 2008

NOTICE ON DISCLOSURE AND USE OF DATA


The data and information contained in pages 2 - 27 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

Table of Contents
LIST O F APPENDICES ........................................................................................... 3 LIST OF ABBREVIATIONS ........................................................................................... Section A: Application Changes/Additions to Part I Submission 1. List of Requirements 2. Section B: Project Description Detailed Total Cost 1. Legal Opinions and Material Reports 2. Section C: Technical Information Engineering and Construction Plans 1. Operating and Maintenance Plans 2. Decommissioning Plans 3. Permits and Approvals 4. Engineers Report 5. Environmental Report 6. Section D: Business Plan Financial Analysis 1. Market Analysis 2. Project Sponsors' Capabilities 3. Contractual Agreements 4. Management Plan 5. Operational Risks and Mitigation Strategies 6. Progress Reports 7. Section E: Financing Plan Sources of Funds 1. Letter(s) of Intent 2. Closing Checklist 3. Information on Other Borrowed Funds 4. Collateral 5. Preliminary Credit Assessment 6. Eligible Lender or Holder Statement 7. Section F: Application Certifications Certifications and Assurances 1.
Georgia Power Company December 2008 2

3 5 5 5 7 7 7 8 8 8 8 9 9 10 18 18 18 18 21 22 22 24 25 25 25 25 25 26 26 26 27 27

CONFIDENTIAL AND PROPRIETARY

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

List of Appendices
Appendix A B C D E F G H I J K L M N O P Q R Content GPC Third Quarter 2008 Form 10-Q Legal Opinions Permits and Approvals Engineer's Report Financial Models GPC Load and Energy Forecast Georgia Electric Suppliers Assigned Service Areas GPC IRP Excerpts Co-Owner Development Agreement Co-Owner Amended Operating Agreement Co-Owner Second Amended Nuclear Managing Board Agreement Ownership Agreements GPC - SNC Agreements DOE Spent Fuel Contract Organizational Chart Depreciation Schedule Standard & Poor's Preliminary Credit Assessment Certifications and Assurances

List of Abbreviations
AQCR ASLB ASME Bechtel Btu CFR C02 COL COLA Company Consortium Co-Owners Dalton Utilities DC DOE
Georgia Power Company

Air Quality Control Region Atomic Safety and Licensing Board American Society of Mechanical Engineers Bechtel Power Corporation British Thermal Unit Code of Federal Regulations Carbon Dioxide Construction and Operating License Construction and Operating License Application Georgia Power Company Westinghouse and Stone & Webster Oglethorpe Power Corporation, The Municipal Electric Authority of Georgia, and Dalton Utilities City of Dalton, Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners Design Certification Department of Energy
CONFIDENTIAL AND PROPRIETARY

December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EEl EIS EPC EPD ER ESP ESPA FEIS FERC FFB GDNR GPC GPSC IIC INPO IRP ITAAC LWA MEAG MOX MW MWe MWt NAAQS NEPA NPDES NRC OPC Owners

PWR River Road S&W SEIS SNC SSAR SSER SWS VEGP WEC Westinghouse
Georgia Power Company

Edison Electric Institute Environmental Impact Statement Engineering, Procurement, and Construction Environmental Protection Division Environmental Report Early Site Permit Early Site Permit Application Final Environmental Impact Statement Federal Energy Regulatory Commission Federal Financing Bank Georgia Department of Natural Resources Georgia Power Company Georgia Public Service Commission Intercompany Interchange Contract Institute of Nuclear Power Operations Integrated Resource Plan Inspections, Test, Analysis, and Acceptance Criteria Limited Work Authorization The Municipal Electric Authority of Georgia Mixed Oxide Fuel Facility Megawatts Megawatt Electric Megawatt Thermal National Ambient Air Quality Standards National Environmental Policy Act National Pollutant Discharge Elimination System Nuclear Regulatory Commission Oglethorpe Power Corporation Georgia Power Company (GPC), Oglethorpe Power Corporation (OPC), The Municipal Electric Authority of Georgia (MEAG), and the City of Dalton Pressurized Water Reactor Georgia County Highway Stone & Webster, Inc. Supplemental Environmental Impact Statement Southern Nuclear Operating Company Site Safety Analysis Report Site Safety Evaluation report Service Water System Vogtle Electric Generating Plant Westinghouse Electric Company, LLC Westinghouse Electric Company, LLC
CONFIDENTIAL AND PROPRIETARY

December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section A: Application

1. Changes/Additions to Part I Submission


The following comprise the material changes to the Georgia Power Company (GPC) Vogtle Expansion Project, which represents GPC's 45.7% undivided ownership in Vogtle Electric Generating Plant (VEGP) Units 3 & 4, since GPC's Part I Department of Energy (DOE) Loan Guarantee Application: * GPC filed its third quarter 2008 10-Q, which is attached hereto as Appendix A * Initial hearings on the GPC Vogtle Expansion Project have occurred at the Georgia Public Service Commission (GPSC) from November 5th through 7 th , 2008. The following individuals testified on behalf of Georgia Power: o Jeff Burleson, Director of Resource Policy & Planning for Georgia Power o Gary Rozier, Manager of Planning for Southern Company Services o Larry Legg, Manager of Market Planning for Georgia Power o Chuck Huling, Vice President of Environmental Affairs for Georgia Power o Joseph Miller, Senior Vice President of Nuclear Development for Southern Nuclear o Edward Day, Executive Vice President for Southern Company Generation o Ann Daiss, Comptroller for Georgia Power o Robert Morris, Assistant Comptroller and Assistant Corporate Secretary for Georgia Power o Steven Fetter, President of Regulation Unfettered o Dr. Kris Nielsen, CEO of Pegasus Global Holdings, Inc. Georgia Power expects to receive a decision from the Georgia Public Service Commission in March, 2009, confirming the need and cost effectiveness, and granting approval to implement the proposed Vogtle expansion. * Municipal Electric Authority of Georgia (MEAG) bond validation hearings have occurred. Please see MEAG's application for more details. * The Market Analysis section, D.2 of this document, expands significantly on the information provided in the potential offtake section, D.1, of Part I of GPC's DOE Loan Guarantee Application. Please see Section D.2 of this document for more information. Ultimately, GPC's analysis of future demand continues to support the need for the new units.

2. List of Requirements
List of Requirements for 609.6(b) (1)
(2)

(3) (4) (5)

Completed application form Payment of First Fee Material modification on the Pre- Application Description of measurable extent the project avoids air pollutants Description of the nature of the project

Applicable Section(s) 1.Attach. D Paid8/6/08 2.A.1 1.C.3 1.B.1 & 1.C.2 CONFIDENTIAL AND PROPRIETARY

Georgia Power Company

December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 1(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) (26) (27) (28) (29)

Explanation of how proposed project qualifies as eligible Estimate and methodologies used to measure project cost Details on project contractors, construction schedule, performance measures Detailed description of operation schedule, costs, inventory, and damage provisions Description of management plan and management experience Details on project decommissioning Analysis of market analysis/pricing on the underlying product produced by the project Overall financial plan for the project, including debt, equity, liquidity, and funding Copy of all material agreements; entered or proposed Copy of the financial closing checklist for equity and debt (if available) Applicant's business plan, financial model, information showing assumed revenue/cost Financial statements for the past 3 years, audited by an independent CPA, with notes Copy of all legal opinions An independent engineer report Credit history on Applicant A preliminary credit assessment for the project without a loan guarantee A list showing status and estimated completion date of application and approval Report containing analysis of potential environmental impacts of the project Listing and description of assets associated with the proposed project and their value Analysis demonstration at the time of application showing borrower's ability to repay Written affirmation from an officer of the Eligible Lender confirming good standing List of requirements contained in this part and where they are addressed in application Statement from Applicant believing Guaranteed Obligations will be paid by revenue Information for possible clarification on application from DOE

1.B.3 2.B.1 2.C.1 & 1.C.1 2.C.2 & 1. C.3 2.D.5 2.C.3 2.D.2 2.D.1 & 1.E.1 2.D.4 & 1.C.1 2.E.3 1.E.6 & 2.D.1 1.E.3 2.B.2 2.C.5 1.E.4 2.E.6 1.B.11 2.C.6 2.E.5 1.E6 & 2.D.1 2. E.7 & 1.A.4 2.A.2 1.A.3 N/A

Georgia Power Company December 2008

CONFIDENTIAL AND PROPRIETARY 6

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section B: Project Description 1. Detailed Total Cost The detailed estimate of total project costs by category contains Engineering, Procurement, and Construction (EPC) Agreement data that is highly confidential and trade secret information. Detailed project cost estimates will be provided to the DOE once a resolution on confidentiality issues has been reached. 2. Legal Opinions and Material Reports A copy of the relevant legal opinions, and other material reports, analyses and reviews concerning the project are attached as Appendices B.1 through B.4.

Georgia Power Company


December 2008 7

CONFIDENTIAL AND PROPRIETARY

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section C: Technical Information 1. Engineering and Construction Plans The GPC Vogtle Expansion Project makes use of a consortium comprised of Westinghouse Electric Corporation (WEC or Westinghouse) and Stone & Webster, Inc (S&W), together "the Consortium" as its EPC contractor. Detailed project construction plans contain highly confidential and trade secret information, and will be provided to the DOE once a resolution on confidentiality issues has been reached.

2. Operating and Maintenance Plans


VEGP Units 3&4 will be operated and maintained by Southern Nuclear Operating Co. (SNC), which currently operates and maintains 6 nuclear units on behalf of GPC, Oglethorpe Power Corporation (OPC), MEAG, and the City of Dalton, Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners (Dalton Utilities or Dalton, and together with OPC and MEAG the Co-Owners, and together with GPC the Owners), as well as fellow Southern Company subsidiary Alabama Power Company. SNC has considerable experience in operations & maintenance, and will apply this experience to VEGP Units 3&4. The staffing requirements will be similar in size to the current VEGP Units 1&2 staff. The experience gained in operating the SNC fleet of units will be utilized in determining the spare parts inventory. Major maintenance schedules will be planned utilizing the best practices of the SNC fleet along with the equipment manufacturer's recommendations. These will include such items as the reactor vessel inspection, turbine blade inspections, steam generator tube inspections, and American Society of Mechanical Engineers (ASME) in service Inspections. Estimated annual downtime will be consistent with the current VEGP Units 1&2 refueling outage schedules, which have a target of 26 days duration, every 18 months. 3. Decommissioning Plans This estimate assumes the removal of all contaminated and activated plant components and structural materials such that the owner may then have unrestricted use of the site with no further requirements for an operating license. Low-level radioactive waste is assumed to be sent to a commercial processor for treatment and conditioning or to a controlled disposal facility. High-level radioactive waste (spent fuel) is removed from the site by the DOE within five years of the permanent cessation of plant operations. The currently projected cost to promptly decommission each AP1000 unit using the Nuclear Regulatory Commission (NRC) minimum cost basis of 10 CFR 50.75 is provided in Part 1 "General and Financial Information", Section 1.4 of the Vogtle Electric Generating Plant Combined License Application, Rev 0 submitted to the NRC by letter dated March 28, 2008. On the internet, this material can be found at
Georgia Power Company CONFIDENTIAL AND PROPRIETARY

December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the following website location by clicking on Part 1 and going to Page 1-25: http://www.nrc.qov/reactors/new-licensinq/col/voqtle.html The NRC minimum funding requirement for decommissioning in 10 CFR 50.75 provides reasonable assurance that funding will be available to remove a facility safely from service and reduce residual radioactivity to a level that permits release of the site property for unrestricted use and termination of the license. The NRC minimum funding requirement for decommissioning does not include the cost of removal and disposal of spent fuel or nonradioactive structures and materials beyond that necessary to terminate the license. The methodology used to determine the NRC minimum funding requirement in January 1986 dollars for Pressurized Water Reactors (PWRs) is specified by 10 CFR 50.75(c)(1)(i). Based on the results of this calculation, the 2007 NRC minimum funding requirement for each proposed unit at the VEGP is $697,239,000 (Option 1 - Direct Disposal - 2006 dollars) and $365,823,000 (Option 2 - Direct Disposal with Vendors - 2006 dollars). In addition, a decommissioning cost study was also conducted in 2006. A summary of the results of that cost study can be found in Part 3 "Environmental Report", Section 5.9 of the VEGP Early Site Permit Application (ESPA), Rev 4 also submitted to NRC by letter dated March 28, 2008. The Environmental Report (ER) revision level in this submittal is Rev 2. On the internet, this material can be found at the following website location under Item no 34 on Page 5.9-1: http://adamswebsearch2.nrc.gov/idmws/ViewDocByAccession.asp?AccessionNumb er=ML081020073. The results of this 2006 decommissioning study estimated the cost to decommission each AP1000 unit at the VEGP to be at $427.4 million, in 2006 dollars. This cost was evaluated using the DECON decommissioning alternative as defined by the NRC in the regulations. The estimate assumes the removal of all contaminated and activated plant components and structural materials such that the owner may then have unrestricted use of the site with no further requirements for an operating license. Low-level radioactive waste is assumed to be sent to a commercial processor for treatment and conditioning or to a controlled disposal facility. Highlevel radioactive waste (spent fuel) is removed from the site by the DOE within five years of the permanent cessation of plant operations. In order to ensure decommissioning funds will be available when needed, GPC will collect estimated decommissioning revenue requirements through its regulated retail rates. The collected revenues will then be placed in a trust company to ensure availability for decommissioning. 4. Permits and Approvals A chart of Permits and Approvals is attached as Appendix C. 5. Engineer's Report The Engineer's Report for the GPC Vogtle Expansion Project has been prepared by SNC, and is attached hereto as Appendix D. Georgia Power Company December 2008 CONFIDENTIAL AND PROPRIETARY 9

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

6. Environmental Report
A. Introduction DOE guidance indicates that DOE will consider environmental information and assessment of these projects contained in any ER prepared for the NRC pursuant to 10 CFR 51, and any environmental analyses prepared by NRC in support of the license applications. Further, DOE indicates that if a project sponsor is invited to negotiate after the preliminary technical, financial, and environmental review is complete, and an appropriate NRC EIS is available, DOE would adopt the NRC Environmental Impact Statement (EIS). In August 2006, SNC, as agent for the Co-Owners, filed with the NRC an application for an ESP under 10 CFR Part 52. The ESP application also included a request for a Limited Work Authorization (LWA). Subsequently, in March 2008, SNC filed an application for a Combined Construction and Operating License (COL) with NRC. Each of these applications included an ER. The ESP is expected to be issued in September 2009 and the COL is expected to be issued in September 2011. The ESP application submitted by SNC for Vogtle Units 3 and 4 addressed not only environmental impacts associated with site suitability issues, but also impacts from construction and operation of the two proposed Westinghouse AP1000 reactors at the Vogtle site. The NRC staff issued the Final Environmental Impact Statement (FEIS) for the VEGP Units 3&4 ESP in August 2008. The NRC plans to issue a supplemental EIS for the VEGP Units 3&4 COL by January 2010. Since the ESP FEIS addressed the entire scope including construction and operation, the supplemental EIS for COL should reflect the findings of the ESP FEIS and include an assessment of any new and significant information discovered between the ESP FEIS issue date and the COL supplemental EIS. As such, the FEIS for the Vogtle ESP should provide all the information needed to fulfill the requirements of 10 CFR 609.6(b)(23). The following paragraphs identify the information required for the environmental portion of the application and provide references to the Vogtle ESP FEIS where key material is located. A copy of the Vogtle ESP FEIS is provided as Attachment 1. In addition, the application requires a complete list of federal, state, and local permits and approvals required to site, construct, implement and operate the project, including environmental authorizations or reviews necessary to commence construction. This information is provided in table format as Attachment 2. B. Required Environmental Information As discussed previously, the NRC has issued a FEIS for the VEGP Units 3&4 ESP. Additionally, this FEIS is based not only on site suitability environmental impacts, but also construction and operational environmental impacts. The supplemental EIS for COL should be essentially identical to the ESP FEIS, unless new and significant information is identified. No new and significant information has been identified to date. As such, the FEIS issued by the NRC staff in August 2008, should provide all of the information needed by DOE to fulfill their Georgia Power Company December 2008 CONFIDENTIAL AND PROPRIETARY 10

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

obligations under National Environmental Policy Act (NEPA) for the Loan Guarantee Application for VEGP Units 3&4. The following information was developed to be consistent with the format contained in DOE NEPA Guidance Attachment B and is submitted to assist DOE in preparing the required environmental critique and environmental synopsis under 10 CFR 1021.216. Since an EIS is available for VEGP Units 3&4, that document should provide all the information necessary for the review, and should allow DOE to adopt the NRC EIS for the Vogtle application, in lieu of preparing an independent NEPA document. The following section summarizes the requested information; and in many cases, provides references to the location of detailed information in the FEIS or the ER. C. Description of Facilities Chapter 1 of the ESP FEIS provides a discussion of the proposed action for the Vogtle ESP, a description of the ownership, and the purpose and need for the proposed federal action. Chapter 2 of the FEIS provides a detailed description of the site location, the site environmental, and a description of the local environs surrounding the site. The proposed VEGP Units 3&4 site is located on the existing 3169 acre Vogtle site in Burke County, Georgia on the Savannah River at approximately River Mile 151. The site contains two existing nuclear generating units, VEGP Units 1&2, which are licensed by the NRC and have a combined net generating capacity of 2297 MW(e). The units began commercial operation in March 1987 for Unit 1, and March 1989 for Unit 2. Plant Wilson, a 354 MW(e), six unit, oil-fired combustion turbine facility is also located on the Vogtle site. The existing Vogtle units and Plant Wilson occupy approximately 800 acres of the site. The remaining site includes 1634 acres of pine forest, 612 acres of hardwood forest, and 96 acres of open areas. The Savannah Rivers borders the site to the east. Three small unnamed streams and several ponds are located on the site. The proposed new Vogtle Units 3 and 4 are described in Chapter 3 of the FEIS. Vogtle Units 3 and 4 will be co-located with the existing two Vogtle units and Plant Wilson on the remaining portion of the 3169 acre site. The planned location for the proposed Unit 3 and 4 Westinghouse AP1000 reactors is west of, and adjacent to the existing Vogtle Units 1 and 2 (See FEIS Figure 3.1). The AP1000 design utilizes Westinghouse PWR technology and includes a single reactor pressure vessel, two steam generators, and four reactor coolant pumps for converting reactor thermal energy into steam. One high pressure and two low pressure turbines drive a single electric generator. Each AP1000 is based on a "stand-alone" concept and consists of five principal generation structures: (1) the nuclear island; (2) the turbine building;(3) the annex building; (4) the diesel generator building; and, (5) the radwaste building. Structures making up the nuclear island include the containment building, shield building, and the auxiliary building. The Westinghouse AP1000 reactor has a thermal power rating of 3400 MW(t), with a net output of 1117 MW(e). It uses uranium dioxide fuel with an enrichment of approximately 2.35 to 4.45 weight percent uranium-235 for the initial fuel load,
Georgia Power Company CONFIDENTIAL AND PROPRIETARY

December 2008

11

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

and 4.51 percent uranium-235 for subsequent fuel loads. The total fuel capacity is 93.1 tons of uranium. The proposed cooling system includes one concrete natural draft hyperbolic cooling tower per unit. Each tower will be approximately 600 feet tall, supplied by makeup flow from the Savannah River, and will reject about 7.55 x 10E9 Btu/hour (2208 MW(t)) to the atmosphere. The towers for the two new units will occupy an area of approximately 69 acres. The AP1000 also employs Service Water System (SWS) cooling towers located in the powerblock area. These towers are mechanical draft towers approximately 60 feet in height and are supplied by groundwater. The new units will share common intake and discharge structures and certain support structures such as office buildings, water, wastewater and waste handling facilities. The site is served by a 20 mile rail spur from the Norfolk-Southern Savannah-toAugusta, Georgia track, Georgia County Highway (River Road), and a navigation channel in the Savannah River from the Savannah Harbor approximately 151 miles downsteam. See the discussion in Section C.6.G for required approvals related to barge access. The construction process will include construction of a barge unloading facility, minor upgrade of the rail spur, and installation of a new entrance road and associated turn lanes on River Road. The new units will be constructed on engineered structural backfill, after an approximately 90 foot deep excavation to the Blue Bluff Marl bearing layer. The structural backfill will be obtained from designated borrow areas on the 3169 acre site. Permits will be issued during the construction phase by the Georgia Department of Natural Resources (GDNR) - Environmental Protection Division (EPD) for control of stormwater effluents, air emissions, groundwater withdrawal from dewatering, solid waste management, and other activities to ensure regulation and control of emissions to all media. D. Project Location The proposed location for VEGP Units 3&4 is within the existing 3169 acre Vogtle site. The centerline of the proposed Unit 3 would be located approximately 2100 feet west and 400 feet south of the center of the existing Unit 2 containment building. Unit 4 would be located approximately 800 feet west of Unit 3. The Vogtle site is located in rural Burke County Georgia. The nearest population center that has more than 25,000 residents is Augusta, Georgia. FEIS Chapter 2, Figure 2-2 shows the location of the Vogtle site in relation to the counties and major cities and towns within a 50 mile radius of the site. The site is generally bounded by River Road on the west and south, Hancock Landing Road to the north, and the Savannah River on the east. Access to the site is from River Road. Barge access is available from the Savannah River, and a rail spur runs to the site from the Norfolk-Southern Savannah to Augusta, Georgia track. See the discussion in Section C.6.G for required approvals related to barge access. The

Georgia Power Company

CONFIDENTIAL AND PROPRIETARY

December 2008

12

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

community of Girard is located approximately 8 miles to the south. The U.S DOE Savannah River Site is located to the east directly across the river from the plant. The existing site is owned by GPC and Co-Owners. The same ownership will apply to the proposed Units 3 and 4 at Vogtle. There is no federal, state, or local ownership interest in the land. No zoning currently applies to the site. The vicinity of the Vogtle site on the Georgia side of the Savannah River is primarily rural undeveloped land with a few homes and small farms. The 7800 acre Yuchi Wildlife Management Area, managed by the GDNR is located south of the Vogtle site. Access to the Savannah River is provided by a boat landing approximately one mile downstream of the site. The boat landing is owned and maintained by GPC. The Vogtle site is centrally located within the Augusta (Georgia) - Aiken (South Carolina) Interstate Air Quality Control Region (AQCR). All of the counties in the AQCR are designated as in attainment or unclassified for all criteria pollutants for which National Ambient Air Quality Standards (NAAQS) have been established. There are no mandatory Class 1 Federal Areas where visibility is an important issue within a 100 mile radius of the site. A detailed description of the geological, seismological, and geotechnical conditions at the Vogtle site is provided in Section 2.5 of the Site Safety Analysis Report (SSAR) submitted with the ESP application and in the recently issued NRC Site Safety Evaluation Report (SSER) for the ESP. A summary of the site geology is also provided in Section 2.6 of the ESP ER and in Section 2.4 of the ESP FEIS. Of the 491 census block groups within 50 miles of the Vogtle site, 175 have Black race populations that exceed the state average by 20 percent or more and 171 exceed by 50 percent or more. One census block had a Hispanic population exceeding the state average by 20 percent or more. No other minority classification occurred above 20 percent of the state average in any other census block. Based on census data, 12.6 percent of Georgia and 14.1 percent of South Carolina households are low income. There were 72 census blocks in the 50 mile radius that exceed the state average for low income households by more than 20 percent. Socioeconomic issues are discussed in Section 2.8 of the FEIS. Sections 4.5 and 5.5 discuss socioeconomic issues as they relate to construction and operation, respectively. E. Proposed Project Construction and Operation The proposed VEGP Units 3&4 will be the AP1000 Westinghouse PWR design. This design utilizes modular construction with modules constructed in an offsite facility and shipped to the site for assembly and installation. All site-preparation and construction activities occur within the existing Vogtle site boundary. The area affected on a long term basis by installation of permanent facilities is 324 acres. An additional 94 acres will be disturbed for temporary facilities and borrow Georgia Power Company December 2008 CONFIDENTIAL AND PROPRIETARY 13

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

areas. Material including modules, components, and heavy equipment will be delivered to the site via one, or a combination of the following three alternatives. The Savannah River has a federally-authorized navigation channel from Savannah Harbor to Augusta, Georgia. See the discussion in Section C.6.G for required approvals related to barge access. The site, located at River Mile 151 lies between the two endpoints of the navigation channel. Heavy equipment and components for VEGP Units 1&2 were delivered using the Savannah River navigation channel. A rail spur connects the Norfolk-Southern Savannah to Augusta, Georgia track with the Vogtle site. Rail could also be used for delivery of any or all of the modules, components, or heavy equipment. River Road which runs south from Augusta could also be used for trucks carrying material and equipment to the site. The optimal transportation plans are currently under evaluation at this time. The new Vogtle units will utilize both surface water and groundwater for cooling and other plant uses. Deep wells into the Tertiary and Cretaceous aquifers will be used to supply the service water system, drinking water system, pure water makeup, and fire protection systems. The Savannah River will serve as the source of water to supply the two natural draft cooling towers and the turbine plant heat loads. Water use is described in the ER and in Chapters 3, 5, and 7 of the ESP FEIS. Water withdrawal and consumptive uses are provided in tabular form in Section 5.3 and 7.3 of the ESP FEIS. The construction and operation of VEGP Units 3&4 will produce certain emissions to the air, water, and land. Chapters 4, 5, and 7 of the FEIS provide detailed discussion of emission rates for all emission sources. These chapters also discuss water and wastewater treatment, solid waste and radwaste management, and offsite disposal options. Each emission source will be permitted under the requirements of the GDNR EPD. Federal permits issued by the U.S. Army Corps of Engineers will be required for construction of the barge slip, intake and discharge structures. A list of applicable federal, state, and local permits and approvals required to site, construct, implement, and operate the project, including environmental authorizations or reviews necessary to complete the

construction is provided in Attachment 2. The attachment also contains filing and approval dates for approvals already received, and filing dates and expected receipt dates for those authorizations needed in the future. During construction, it is anticipated that approximately 3500 workers will be present at the peak of two unit construction. Detailed information is provided in Section 4.5 of the FEIS. SNC estimates an operational workforce at this time of 812 persons. This information is contained in FEIS Section 5.5. A process diagram demonstrating the general cooling water flow is presented in Chapter 3, Figure 3-3. Additional detailed information is presented in Chapter 3 of the ESP and COL ER's. Chapter 4 of the FEIS provides discussion of the impacts of construction on the environment and on personnel safety. Chapter 5 addresses these issues,
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

including radiation exposure, for plant operation. Chapter 6 of the FEIS discusses the environmental effects from the uranium fuel cycle and solid waste management; transportation of radiological materials; and the decommissioning of the new units. The effects of design-basis accidents and severe accidents are discussed in Chapter 7 of the FEIS. The chapters referenced above should be consulted for detailed information on this subject matter. F. Project Progression The Vogtle ESP and LWA are expected in September 2009. Placement of backfill and other work supported by the LWA will begin at or near that time. Prior to receipt of the ESP, site preparation work, excavation and other work meeting the NRC definition of pre-construction will begin. The COL is expected in September 2011. Pouring of safety-related concrete and other work requiring a COL will begin at that time. Vogtle Unit 3 is scheduled to begin commercial operation in April 2016. Vogtle Unit 4 is scheduled to begin commercial operation by January 2017. Vogtle Units 3 and 4 will be licensed for 40 years. An additional 20 year period obtained through license renewal is expected bringing the total expected life of each unit to at least 60 years. G. Status of Environmental and Regulatory Reviews Including Permitting In addition to the ESP and COL granted by NRC, VEGP Units 3&4 will be subject to permitting by other federal, state, and local agencies. The majority of these permits relate to environmental issues. Permits from the U.S. Army Corps of Engineers under Section 404 of the Clean Water Act and Section 10 of the Rivers and Harbors Act will be required for the intake and discharge structures and the barge slip. The GDNR EPD is responsible for issuing the National Pollutant Discharge Elimination System (NPDES) and stormwater discharge permits; permits for surface water and groundwater withdrawal; solid waste permits; potable water permits, and other permits and regulatory controls for environmental activities and effluent discharges. These permits are provided in tabular form, along with details about when the permits are required and when applications are expected to be filed, as Attachment 2 to this document. As discussed previously, SNC has applied for an ESP and a COL from NRC. Both the ESP and the COL require submittal of an ER to support a FEIS for ESP and a supplemental Environmental Impact Statement (SEIS) for COL. Since the ESP for VEGP Units 3&4 addresses site suitability and the impacts of construction and operation, the ESP FEIS provides a complete document to support DOE NEPA review. The SEIS for COL will be essentially identical to the

FEIS for ESP unless new and significant information is discovered. No new and significant information has been identified to date. A petition for intervention in the Vogtle ESP process was filed in December, 2006 by five entities (Center for a Sustainable Coast, Savannah Riverkeeper, Southern Alliance for Clean Energy, Atlanta Women's Action for New Directions, and Blue
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

Ridge Environmental Defense League) which included seven contentions. NRC appointed an ASLB panel consisting of three administrative law judges to review the contentions and determine admissibility. The ASLB panel held a pre-hearing in February 2007 to review the contentions and rejected all but two of the proposed contentions. The contentions that were admitted alleged 1) that the analysis of impacts on aquatic life in the Savannah River, including impingement, entrainment, chemical and thermal impacts of the proposed cooling system intake and discharge structures was not adequate, including the baseline description of aquatic life in the vicinity of the proposed units to the extent it is related to impacts, and 2) that the ER fails to fully address alternative cooling technologies, in particular, dry cooling. On September 22, 2008, the above named intervenors filed an additional contention, which was admitted for hearing by the ASLB panel on October 24, 2008. The contention alleges that the analysis of impacts of potential dredging in the Savannah River in the EIS was not adequate. The ASLB panel hearing is scheduled to be held in March 2009, at which time testimony will be heard and the ASLB panel will question SNC (on behalf of the Owners), the intervenors, and the NRC staff, after which the ASLB panel will provide a final ruling on the contentions. On May 31, 2008, the NRC docketed an application for a COL submitted by SNC on behalf of the Owners of the proposed VEGP Units 3 and 4. On September 16, 2008 the NRC issued a Notice of Hearing and of Opportunity to Intervene in the COL application proceeding. On November 17, 2008 an ASLB panel was appointed to preside over the mandatory hearing and any contested hearing that may be ordered in the proceeding. On November 17, 2008 the same intervenors in the Vogtle ESP proceeding filed a joint petition to intervene and three proposed contentions. On December 12, 2008 SNC and NRC Staff responded to the contentions in separate Answers opposing the admission of each of the contentions. H. Alternative Sites or Operation Parameters As part of the NEPA process, SNC identified alternate sites to support an evaluation by NRC to confirm no "obviously superior" site exists that would result in the proposed site being rejected. Both Chapter 9 of the ER and FEIS address this alternate site analysis. Chapter 9 also provides discussion of alternate technologies and alternate cooling methodologies for comparison to confirm that the selections made by SNC represent prudent choices. Three alternate sites were identified; the existing SNC Farley and Hatch sites; and a Greenfield site located in Central Alabama referred to as the Chilton-Elmore site. NRC confirmed in their Chapter 9 analysis that none of the alternate sites was "obviously superior" to the Vogtle site. I. Post-Operational Requirements NRC regulations require any licensee seeking a LWA to develop and submit as part of the ESP application, a Site Redress Plan. The Site Redress Plan describes how the site will be returned to an acceptable environmental state in Georgia Power Company December 2008
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

the event construction on the project is halted. In addition, SNC submitted as part of the COL application a Decommissioning Plan describing the scope and costs for decommissioning Units 3 and 4 after their useful life. J. Other Actions in the Project Area Chapter 7 of the FEIS for ESP describes the cumulative impacts associated with the Vogtle 3 and 4 project. In this chapter, the NRC discusses briefly the Mixed Oxide Fuel Facility (MOX) project being constructed in the Savannah River Site. No other major projects have been identified at this time. K. Summary and Conclusion SNC developed ERs for both the ESP and COL applications. The NRC issued the ESP FEIS in August 2008. Since the SNC ESP application addresses the impacts associated with construction and operation, in addition to site suitability, the ESP FEIS provides an ideal vehicle for DOE NEPA review. As such, this summary document has been prepared to briefly describe high-level details about the VEGP Units 3&4 project and pointing to areas in the FEIS where key information is located. This approach was chosen to streamline the NEPA environmental review process for DOE. Attachment 2 to this document provides a table of permits required for the project. Attachment 1 provides the ESP FEIS. The SNC ERs for ESP and for COLA are provided for reference as Attachment 3.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

Section D: Business Plan 1. Financial Analysis An updated financial model, as well as a statement of quarterly sources and uses of funds is attached as Appendix E. Please see Section D.6 of this Application for a discussion of the principal factors which could impair the project's ability to meet its debt service obligations. 2. Market Analysis GPC is an investor-owned utility that serves customers in all but four of Georgia's 159 counties. The largest of four electric utilities that make up Southern Company, GPC (including predecessor companies), has been providing electricity to Georgia for more than a century. GPC is subject to retail regulation by the GPSC and has an obligation to serve, including the obligation to build or acquire generation resources. Georgia law prescribes an Integrated Resource Planning Process for meeting future electric generation needs of the customers of Georgia Power Company (the Company). The GPSC is charged with oversight and regulation of the planning process, which involves a six-month open forum where plans are presented and reviewed with participation by intervening parties. In the Commission approved 2007 Integrated Resource Plan (IRP), the Company identified the need for baseload power in 2016-2017. The addition of new baseload generation at VEGP will represent the first addition in baseload generation since 1989. As a part of the integrated resource planning requirements, the Company is required to seek a certification of public convenience and necessity from the GPSC prior to commencing construction of any electric generating facility. The Company filed an Application for Certification of VEGP Units 3&4 on August 1, 2008, and expects to receive a decision in March, 2009, confirming the need and cost effectiveness, and granting approval to implement the proposed Vogtle expansion. The state of Georgia continues to grow and attract new residents and businesses. The Company has added over 500,000 customers since the last baseload plant was added to Georgia Power's system in 1989. The Company's IRP shows Georgia Power's peak demand is expected to increase at a compound average annual rate of about [REDACTED]% or almost [REDACTED] MW per year through 2018. The GPC Load and Energy Forecast is attached as Appendix F. The company has already filled its needs through 2014. But, between 2014 and 2018, the company still needs more than [REDACTED] MW of new or replacement generation for load growth and expiring power purchase agreements. In order to continue to meet our customers' growing electricity needs in a reliable and economic manner, the Company must build new baseload generation. VEGP Units 3&4 would each generate approximately 1,100 MW electric net, or 2,200 MW combined. In order to ensure that the need for power analysis provides a high level of assurance that capacity from the new units will be needed, the first phase of CONFIDENTIAL AND PROPRIETARY Georgia Power Company 18 December 2008

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

the need for power analysis was prepared as if GPC were to be the sole owner of the potential additional units at the Vogtle site. The second phase analyzed the effect that other ownership needs would have on this analysis. If GPC owned both units outright, it could make beneficial use of the generating capacity within it's service territory. The Company would also have recourse to the Southern Company service territory (the Southern Company system shows a cumulative need for more than [REDACTED] MW of additional capacity between 2014 and 2018). The Southern Company operating companies are parties to the Intercompany Interchange Contract (IIC) which is regulated by the Federal Energy Regulatory Commission (FERC). This contract provides for sharing of capacity resources among the individual operating companies in order to reliably and cost effectively meet capacity needs of the Southern electric system. The agreement also provides for the sale of energy among the Southern operating companies as a part of the pool dispatch of the Southern electric system generation fleet. Through the IIC, the market for capacity and energy from VEGP Units 3&4 is effectively the entire four-state footprint of the Southern service territories. In addition, there are opportunities for electric sales on the open market. However, the Company does not expect that this will be necessary. Thus, the GPC forecast of absolute demand supports the addition of both units, with remaining needs to be met by power purchase agreements and other capacity additions. While there is sufficient need within GPC and the Southern Company electric system for all of the capacity and energy from VEGP Units 3&4, it is anticipated that GPC will only have rights to less than half of the output of Vogtle Units 3&4 because of CoOwner arrangements with OPC, MEAG, and Dalton Utilities. The Co-Owners support the development of additional nuclear units at VEGP. The Co-Owners independently conducted their own evaluations of their investment in VEGP Units 3&4 and committed to their full participation percentage in the project. OPC, MEAG, and Dalton Utilities will maintain the following existing ownership shares in the new Units: OPC, 30%; MEAG, 22.7%; and Dalton Utilities, 1.6%. GPC's proportionate share is 45.7%. Collectively, the Co-Owners have a service area that encompasses the entire state of Georgia, except for the northwest corner. A map of the Georgia Electric Suppliers Assigned Service Areas is attached as Appendix G. MEAG has 49 members (48 cities and one county) which provide electricity to retail customers in small to moderate-sized Georgia municipalities. These members must purchase their power from MEAG. OPC is the nation's largest power supply cooperative serving 38 Electric Membership Corporations. Dalton Utilities operates its independent municipal electric authority and is not a member of MEAG. Demand for electricity in the state of Georgia is expected to grow by an annual average rate of 1.8 percent per year through 2030 (EIA 2005). MEAG owns about 2,069 MW of capacity from several facilities that provide energy to its members of approximately 600,000 retail customers; OPC owns approximately 4,700 MW, as well'as purchased power. OPC provides wholesale electric power to retail electric distribution cooperatives who serve 4.1 million customers. Taken CONFIDENTIAL AND PROPRIETARY Georgia Power Company 19 December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

together with GPC's approximately 2.3 million customers and Dalton Utilities' 14,500 customers, the four Co-Owners essentially serve the entire State of Georgia other than a small area in the northwestern portion of the State which is served by the Tennessee Valley Authority. This is the same geographical region that will be served by the additional units at VEGP. OPC, MEAG, Dalton Utilities, and some of the OPC and MEAG members each have their own process for determining their individual needs for power. The Co-Owners support additional nuclear generating capacity, based on their analyses of future needs for power. Each of the VEGP Co-Owners, as part of their resource planning, have estimated their current peak capacity needs, and their projected capacity needs in 2016, the nominal in-service date of Vogtle Unit 3. In 2007, OPC's peak demand for power was about 8,900 MW. OPC member systems comprise the fastest growing segment of the state's utility industry. This demand is projected to grow at 4.3% annually through 2018. At the current rate, the OPC members will require an additional 500 to 600 MW of generating resources each year over the next 20 years to meet their need for power in order to keep up with projected growth in their service areas. In 2007, MEAG's peak demand for power was about 2,100 MW. MEAG's demand is projected to grow at about 2.0% annually through 2018. Collectively, the 2007 peak demand among the VEGP Co-Owners in Georgia was more than 25,000 MW. The Co-Owners estimate they will need to add or procure about 5,000 MW between 2014 and 2018. The addition of VEGP Units 3&4 represents only 2,200 MW. Based on these estimates, the Co-Owners have more need than VEGP Units 3&4 will provide. Participation of the other Co-Owners results in an overwhelming case for the need for VEGP Units 3&4 capacity. In summary: * GPC is a state regulated investor owned utility obligated to serve it's growing territory in Georgia; * Georgia has an integrated resource planning process; * GPC is subject to the state process, has a demonstrated need for additional capacity that VEGP Units 3&4 would provide, and must have GPSC approval prior to proceeding with the project with or without participation by the other Co-Owners; * The state process gives assurance that the project would not proceed without state concurrence that the need for power is real and that the benefits of satisfying that need would be realized; and * With the participation of the other Co-Owners, the additional generating units will provide the relevant service area with only a portion of the Co-Owners projected need for power. For additional details on GPC's capacity needs and IRP, please see the attached excerpts from GPC's most recent IRP update. The excerpts are attached hereto as Appendix H.

3. Project Sponsors' Capabilities


Georgia Power Company
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

Please see Section B.6 of the GPC Vogtle Expansion Project's Part I Loan Guarantee Application for information on GPC's capabilities, financial strength, and the strategic significance of the GPC Vogtle Expansion Project to GPC. As an update to that section, GPC's investment in the Project to date includes site evaluation work, as well as preparation of several regulatory filings, including the COLA and GPSC certifications. This investment totaled $43.8 million through September 30, 2008. 4. Contractual Agreements A. Co-Owner Agreements Attached as Appendices 1.1 - K.2 are the Co-Owner Agreements for the Project. * Development Agreement (May 13, 2005) (Additional Units) o Amendment No. 1 (April 21, 2006) o Scrivener's Error Letter o Addendum on Major Milestone o Dalton Amendment o Declaration of Covenants o Cost Allocation Procedures * Amended Operating Agreement (April 21, 2006) (All Vogtle Units) o Dalton Amendment * Second Amended Nuclear Managing Board Agreement (April 21, 2006) (All Vogtle Units and Plant Hatch) o Dalton Amendment B. Ownership Agreements Attached as Appendix L.1 - L.2 is the Ownership Agreement for the Project. * Ownership Agreement (April 21, 2006) (Additional Units) o Dalton Amendment
C. GPC - SNC Agreements

Attached as Appendix M.1 - M.3 is the Amended Nuclear Operating Agreement for the Project. * Amended Nuclear Operating Agreement (April 21, 2006) (All Vogtle Units and Plant Hatch) o Letter Agreement for Permitting / Pre-Construction Services o Letter Agreement for Construction Services D. Other * EPC Agreement - Detailed information about this contract will be made available to the DOE once a resolution on confidentiality issues has been reached. * DOE Spent Fuel Contract - Attached as Appendix N.1 - N.5 is the DOE Spent Fuel Contract for VEGP Units 3 & 4. o Cover Letter o Unit 3 Contract
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GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 (f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

o o o

Unit 3 Amendment Unit 4 Contract Unit 4 Amendment

5. Management Plan
Attached as Appendix O is an organizational chart for the Project. It shows a high level view of the various organizations with oversight or execution responsibilities for the GPC Vogtle Expansion Project. Please see Section B.4 of Part I of GPC's Loan Guarantee Application for information on the qualifications and track record of key project personnel. 6. Operational Risks and Mitigation Strategies Strengths * GPC is a regulated utility and can recover approved costs through normal ratemaking processes thus strengthening the revenue stream that will ensure cost recovery. GPC will not proceed to the construction phase without first obtaining certification from the GPSC.

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* * *

* *

Georgia IRP statute ensures adequate cost recovery, see Section D.1 of Part I of GPC's DOE Loan Guarantee Application for more detail GPC is seeking a cash return of financing costs during construction, which would improve project cash flow, and demonstrate support from GPSC The GPC Vogtle Expansion Project has signed an EPC contract with an experienced nuclear vendor, which mitigates many of the risks associated with construction of a new nuclear unit. More detail will be given to the DOE once a resolution on confidentiality issues has been reached. VEGP Units 3 and 4 will be operated by SNC, one of the top nuclear operators in the country, as evidenced by other SNC operated facilities having received the Institute of Nuclear Power Operations (INPO) Award of Excellence, Edison Electric Institute (EEI) safety awards, and set records for continuous operation. Please see Section B.5 of Part I of GPC's Loan Guarantee Application for more information on SNC's nuclear operating expertise GPC and Southern Company have expertise in managing large construction programs. Please see Appendix B.1 of Part I of GPC's DOE Loan Guarantee Application for additional information. The GPC Vogtle Expansion Project is part of a co-ownership structure with very strong Co-Owners. OPC, MEAG, and Dalton all have debt securities rated 'A-' or higher, ensuring adequate access to capital necessary to complete the plant. There is a long history of co-ownership amongst the parties, with experience at 6 other generating facilities. Joint ownership allows the parties to share construction and operating risks. Through the involvement of GPC and the other Co-Owners, the addition of VEGP Units 3 and 4 includes support from all parts of the state of Georgia, and all major electric generators in the state. This statewide support, paired
CONFIDENTIAL AND PROPRIETARY

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

* * * *

with strong local support, reduces headline risk and strengthens the argument for GPSC certification. GPC and the other Co-Owners have experience with prior nuclear unit construction, including VEGP Units 1 and 2. Nuclear units have no CO2 emissions, which compares favorable to CO2 emissions from other available generation sources. GPC maintains constructive relationships with the GPSC. GPC has been in business since 1930, owning and operating nearly 16,000 MW of generation capacity of various types. This generation has been managed to a high degree of reliability and at a cost below the national average. GPC can draw on the experience and expertise of Southern Company, the largest electric utility provider in the Southeast, with more than 42,000 MW of generating capacity. GPC, SNC, and Southern Company make safety a priority. The goal is zero accidents for all employees. This fosters a safe work environment and establishes habits that reduce the risks of injuries. Southern Company and its operating subsidiaries have an excellent reputation in their service territories, consistently scoring at or near the top of customer satisfaction surveys. Southern Company has been named one of the "100 Best Corporate Citizens for 2008" from among the large-cap companies in the Russell 1000 Index by Corporate Responsibility Officer magazine.

Weaknesses * The GPC Vogtle Expansion Project will be a large base load generating unit with a high capital cost. * The Project is subject to multiple approvals, certifications, etc. which GPC and SNC have expertise managing. * Construction risk, including EPC contract risks * Regulatory risks * Risk of non-payment by a Co-Owner * Normal Operating Risk * GPC feels its combination of experience with prior nuclear units, constructive regulatory environment, balance sheet strength and size, strong EPC and coownership agreements, and load growth make it ideally placed to bear this risk Opportunities * Regulated retail and wholesale electric sales to GPC's territorial load and potentially other Southeastern United States electric utilities * VEGP Units 3 and 4 would provide large economic development opportunities in the area surrounding the plant site, including Burke County, GA. * Despite the slow down in economic growth, Georgia is still projecting an increase in population in the coming years. The need for additional generation still exists and the capacity provided by Vogtle Units 3 & 4 will fill only a small portion of the projected demand for energy. CONFIDENTIAL AND PROPRIETARY Georgia Power Company 23 December 2008

GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

* *

GPC and the Co-Owners have the opportunity to secure comparatively low cost generation for their customer/member bases The opportunity to prove that the next round of nuclear generation is a viable way to provide for the electric generation needs of the country, paving the way for Southern Company to include cost competitive nuclear generation resources in considerations for future capacity needs. Successful project completion demonstrates nuclear generation's viability as one way to address CO2 issues.

Threats * A nuclear accident at a non-SNC unit could materially alter public perception of nuclear safety, putting a halt to the GPC Vogtle Expansion Project and others around the country. Per the Georgia IRP statute, GPC would still be allowed to recover previously incurred prudent costs, including carrying costs. * GPC may be unable to find a sufficiently qualified workforce to staff the plant upon completion. GPC feels its, as well as SNC's, vast experience with southeast labor markets substantially mitigates this risk. See Appendix B.1 of Part I of GPC's Loan Guarantee Application for more information. * Craft labor for construction may become more expensive or unavailable. * The supply chain for the GPC Vogtle Expansion Project is very complex, involving suppliers from all over the globe. Early orders for long lead items will be critical to mitigating the risk of an interruption in the supply chain. Many of the risks identified above are mitigated by certain provisions of the EPC contract with the Consortium. Details of that contract will be communicated to the DOE once a resolution on confidentiality issues has been reached. [REDACTED******************************************************************************** **********************]. A discussion of the risk factors affecting GPC's business generally is included in Item 1.A of GPC's annual report on SEC Form 10-K for the year ended December 31, 2007, which was included as Appendix K.3 of Part I of GPC's DOE Loan Guarantee Application.

7. Progress Reports
GPC will provide progress reports to DOE as required during the construction, startup, and operational phases of the project.

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GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section E: Financing Plan 1. Sources of Funds GPC plans to fund non-DOE Loan Guarantee Eligible costs from traditional sources of capital. These could include, but are not limited to, GPC internally generated funds, Southern Company equity contributions, short-term debt, long-term debt, and preference stock. The exact method for financing these costs will be determined at a later date, but will not be senior to DOE's security in the GPC Vogtle Expansion Project. Please see Section D.1 for a schedule of the expected amount and timing of disbursements. Based on current project cost estimates, GPC intends to obtain funding from the following sources: Equity - [REDACTED******************************
******************************]

Debt - [REDACTED****************************************************
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2. Letter(s) of Intent Please see Appendix B of Part I of the GPC Vogtle Expansion Project's Loan Guarantee Application for GPC's equity letter of intent. [REDACTED****************
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3. Closing Checklist [REDACTED*******************************************************************************


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4. Information on Other Borrowed Funds


The company anticipates that if any additional borrowed funds are required to complete the project, above and beyond the funds provided by the FFB, the need will be met with a combination of debt, preference stock, and/or common equity securities. [REDACTED*******************************************************************

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GPC Vogtle Expansion Project DOE Loan Guarantee Application


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

5. Collateral
[REDACTED*******************************************************************************

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[REDACTED******************************************************************************** ***************************************
[REDACTED*******************************************************************************

A********CTE*********************.......*********

.......

.......

...

..............

Please see Section D.1 for cost substantiation for the GPC Vogtle Expansion Project assets. Additional information for cost substantiation is included in the EPC contract, and will be provided to the DOE once a resolution on confidentiality issues has been reached. Attached as Appendix P is a depreciation schedule for physical assets associated with the project and provided as collateral to DOE.

6. Preliminary Credit Assessment


The Preliminary Credit Assessment, provided by Standard & Poor's, is attached hereto as Appendix Q.

7. Eligible Lender or Holder Statement [REDACTED*********************************************************************************


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Georgia Power Company December2008

CONFIDENTIAL AND PROPRIETARY 26

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC Vogtle Expansion Project DOE Loan Guarantee Application

Section F: Application Certifications 1. Certifications and Assurances


Attached as Appendix R is GPC's Certifications and Assurances Form.

Georgia Power Company December 2008

CONFIDENTIAL AND PROPRIETARY 27

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix A: GPC Third Quarter 2008 Form 10-Q GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-22 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

Table of Contents

GEORGIA POWER COMPANY


58

Table of Contents GEORGIA POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended September 30, 2008 2007 (in thousands) Operating Revenues: Retail revenues Wholesale revenues Non-affiliates Affiliates Other revenues Total operating revenues Operating Expenses: Fuel Purchased power Non-affiliates Affiliates Other operations Maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Operating Income Other Income and (Expense): Allowance for equity funds used during construction Interest income Interest expense, net of amounts capitalized Other income (expense), net Total other income and (expense) Earnings Before Income Taxes Income taxes Net Income Dividends on Preferred and Preference Stock Net Income After Dividends on Preferred and Preference Stock $2,317,817 148,933 106,659 70,836 2,644,245 859,778 192,293 247,845 260,575 118,739 162,325 91,587 1,933,142 711,103 20,887 1,416 (86,201) (3,671) (67,569) 643,534 237,358 406,176 4,345 $ 401,831 $2,143,511 127,810 107,451 64,965 2,443,737 786,021 168,358 196,700 258,865 129,812 128,268 87,708 1,755,732 688,005 17,846 1,436 (88,594) 11,291 (58,021) 629,984 229,862 400,122 689 $ 399,433 For the Nine Months Ended September 30, 2008 2007 (in thousands) $5,723,577 443,901 252,733 200,043 6,620,254 2,181,000 358,047 748,622 767,691 372,219 472,137 242,358 5,142,074 1,478,180 72,625 3,253 (256,266) (5,593) (185,981) 1,292,199 453,438 838,761 13,036 $ 825,725 $5,141,403 406,632 208,065 188,956 5,945,056 2,030,745 282,121 560,897 739,151 391,070 381,679 231,659 4,617,322 1,327,734 45,712 2,543 (261,139) 7,376 (205,508) 1,122,226 401,046 721,180 2,067 $ 719,113

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months Ended September 30, 2008 2007 (in thousands) $401,831 $399,433 For the Nine Months Ended September 30, 2008 2007 (in thousands) $825,725 $719,113

Net Income After Dividends on Preferred and Preference Stock Other comprehensive income (loss): Qualifying hedges: Changes in fair value, net of tax of $(874), $(4,686), $(890), and $5,044, respectively Reclassification adjustment for amounts included in net income, net of tax of $574, $73, $1,269, and $75, respectively Marketable securities: Change in fair value, net of tax of $-, $71, $-, and $107, respectively Total other comprehensive income (loss) COMPREHENSIVE INCOME

(1,386) 911 (475) $401,356

(7,430) 116 112 (7,202) $392,231

(1,410) 2,012 -602 $826,327

7,996 120 170 8,286 $727,399

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements. 59

Table of Contents GEORGIA POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2008 2007 (in thousands) Operating Activities: Net income Adjustments to reconcile net income to net cash provided from operating activities Depreciation and amortization Deferred income taxes and investment tax credits Deferred revenues Deferred expenses - affiliates Allowance for equity funds used during construction Pension, postretirement, and other employee benefits Hedge settlements Other, net Changes in certain current assets and liabilities Receivables Fossil fuel stock Prepaid income taxes Other current assets Accounts payable Accrued taxes Accrued compensation Other current liabilities Net cash provided from operating activities Investing Activities: Property additions Distribution of restricted cash from pollution control bonds Nuclear decommissioning trust fund purchases Nuclear decommissioning trust fund sales Cost of removal, net of salvage Change in construction payables, net of joint owner portion Other Net cash used for investing activities Financing Activities: Increase (decrease) in notes payable, net Proceeds Senior notes Pollution control revenue bonds Capital contributions from parent company Other long-term debt Redemptions Capital leases Senior notes Pollution control revenue bonds Other long-term debt Payment of preferred and preference stock dividends Payment of common stock dividends Other Net cash provided from financing activities Net Change in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period Supplemental Cash Flow Information: Cash paid during the period for Interest (net of $30,112 and $19,181 capitalized for 2008 and 2007, respectively) Income taxes (net of refunds) $ 838,761 561,987 97,752 96,557 (19,762) (72,625) 35,067 (20,486) (21,598) (284,993) 5,302 5,185 (19,981) (51,662) 151,112 (18,839) 30,285 1,312,062 (1,419,885) 22,197 (362,565) 355,685 (29,798) (22,265) (30,542) (1,487,173) 172,789 500,000 94,935 259,750 300,000 (921) (122,427) (118,555) (12,668) (540,900) (8,436) 523,567 348,456 15,392 $ 363,848 $ 721,180 458,522 34,267 (719) (19,460) (45,712) 35,337 12,121 2,980 (211,971) 1,827 42,047 (15,155) (1,122) 25,779 (62,643) 31,179 1,008,457 (1,214,093) (336,526) 329,646 (28,811) 48,074 (11,553) (1,213,263) (166,951) 1,400,000 270,250 (2,073) (300,000) (453,608) (2,255) (517,425) (24,662) 203,276 (1,530) 16,850 $ 15,320

$ $

216,572 228,792

$ $

229,282 254,742

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements. 60

Table of Contents GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, 2008 2007 (in thousands) $ 363,848 $ 30,405 687,767 200,990 406,314 75,572 19,984 (10,449) 387,920 353,947 68,881 45,917 113,139 2,744,235 23,457,294 9,031,348 14,425,946 262,076 1,625,598 16,313,620 57,054 518,010 43,562 618,626 562,461 1,065,296 369,745 669,131 288,526 2,955,159 22,631,640 $ 15,392 48,279 491,389 137,046 384,538 147,498 21,699 (7,636) 393,222 337,652 69,394 51,101 55,169 2,144,743 22,011,215 8,696,668 13,314,547 198,983 1,797,642 15,311,172 53,813 588,952 47,914 690,679 532,539 1,026,985 307,294 541,014 268,335 2,676,167 20,822,761

Assets Current Assets: Cash and cash equivalents Restricted cash Receivables Customer accounts receivable Unbilled revenues Under recovered regulatory clause revenues Other accounts and notes receivable Affiliated companies Accumulated provision for uncollectible accounts Fossil fuel stock, at average cost Materials and supplies, at average cost Vacation pay Prepaid income taxes Other Total current assets Property, Plant, and Equipment: In service Less accumulated provision for depreciation Nuclear fuel, at amortized cost Construction work in progress Total property, plant, and equipment Other Property and Investments: Equity investments in unconsolidated subsidiaries Nuclear decommissioning trusts, at fair value Other Total other property and investments Deferred Charges and Other Assets: Deferred charges related to income taxes Prepaid pension costs Deferred under recovered regulatory clause revenues Other regulatory assets Other Total deferred charges and other assets Total Assets

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements. 61

Table of Contents GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, 2008 2007 (in thousands) $ 369,396 $ 888,381 259,676 382,789 183,483 163,382 241,346 91,047 55,064 94,959 130,320 2,859,843 6,418,570 2,989,439 139,329 259,445 737,994 677,351 417,779 687,781 190,176 6,099,294 15,377,707 265,957 198,576 715,591 236,332 463,945 171,553 68,782 219,585 74,674 56,303 114,974 103,225 2,423,540 5,937,792 2,850,655 146,886 269,125 678,826 663,503 414,745 577,642 158,670 5,760,052 14,121,384 265,957

Liabilities and Stockholder's Equity Current Liabilities: Securities due within one year Notes payable Accounts payable Affiliated Other Customer deposits Accrued taxes Income taxes Other Accrued interest Accrued vacation pay Accrued compensation Other Total current liabilities Long-term Debt Deferred Credits and Other Liabilities: Accumulated deferred income taxes Deferred credits related to income taxes Accumulated deferred investment tax credits Employee benefit obligations Asset retirement obligations Other cost of removal obligations Other regulatory liabilities Other Total deferred credits and other liabilities Total Liabilities Preferred and Preference Stock Common Stockholder's Equity: Common stock, without par valueAuthorized - 20,000,000 shares Outstanding - 9,261,500 shares Paid-in capital Retained earnings Accumulated other comprehensive loss Total common stockholder's equity Total Liabilities and Stockholder's Equity

398,473 3,641,907 2,960,887 (13,291) 6,987,976 22,631,640 $

398,473 3,374,777 2,676,063 (13,893) 6,435,420 20,822,761

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements. 62

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THIRD QUARTER 2008 vs. THIRD QUARTER 2007 AND YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007 OVERVIEW Georgia Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Georgia Power's business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, and fuel costs. Appropriately balancing the need to recover these increasing costs with customer prices will continue to challenge Georgia Power for the foreseeable future. In December 2007, the 2007 Retail Rate Plan was approved, which should provide earnings stability over its three-year term. This regulatory action enables the recovery of substantial capital investments to facilitate the continued reliability of the transmission and distribution networks, continued generation and other investments as well as the recovery of increased operating costs. The 2007 Retail Rate Plan also includes a tariff specifically for the recovery of costs related to environmental controls mandated by state and federal regulations. On May 20, 2008, Georgia Power received a final order from the Georgia PSC to increase its fuel cost recovery rate effective June 1, 2008. Georgia Power is required to file its next fuel cost recovery case by March 1, 2009. Georgia Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. For additional information on these indicators, see MANAGEMENT'S DISCUSSION AND ANALYSIS - OVERVIEW - "Key Performance Indicators" of Georgia Power in Item 7 of the Form 10-K. RESULTS OF OPERATIONS Net Income Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$2.4

0.6

$106.6

14.8

Georgia Power's net income after dividends on preferred and preference stock for the third quarter 2008 was $401.8 million compared to $399.4 million for the corresponding period in 2007. Georgia Power's net income after dividends on preferred and preference stock for year-todate 2008 was $825.7 million compared to $719.1 million for the corresponding period in 2007. These increases were primarily related to increased contributions from market-response rates to large commercial and industrial customers, higher retail base revenues resulting from the retail rate increase effective January 1, 2008, and the effects of the allowance for equity funds used during construction (AFUDC). These increases were partially offset by increased depreciation and amortization due to more plant in service and changes in depreciation rates. 63

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Retail Revenues Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$174.3

8.1

$582.2

11.3

In the third quarter 2008, retail revenues were $2.32 billion compared to $2.14 billion for the corresponding period in 2007. For year-to-date 2008, retail revenues were $,5.72 billion compared to $5.14 billion for the corresponding period in 2007. Details of the change to retail revenues are as follows: Third Quarter 2008
(in millions) (% change)

Year-to-Date 2008
(in millions) (% change)

Retail - prior year Estimated change in Rates and pricing Sales growth Weather Fuel and other cost recovery Retail - current year

$2,143.5 109.2 (8.0) (43.3) 116.4 $2,317.8 5.1 (0.4) (2.0) 5.4 8.1%

$5,141.4 336.2 (13.8) (41.1) 300.9 $5,723.6 6.5 (0.3) (0.8) 5.9 11.3%

Revenues associated with changes in rates and pricing increased in the third quarter and year-to-date 2008 when compared to the corresponding periods in 2007 due to higher market-response rates for sales to large commercial and industrial customers and the application of new rates established in January 2008. Revenues attributable to changes in sales growth decreased in the third quarter and year-to-date 2008 when compared to the corresponding periods in 2007. These decreases were primarily the result of a slowing economy within the Southeast. Weather-adjusted total retail KWH sales decreased 1.0% and 0.9% for the third quarter and year-to-date 2008, respectively. Weather-adjusted residential KWH sales decreased 1.3% and 1.2%, weather-adjusted commercial KWH sales increased 1.8% and 1.4%, and weather-adjusted industrial sales decreased 4.4% and 3.4% for the third quarter and year-to-date 2008, respectively, when compared to the corresponding periods in 2007. Revenues attributable to changes in weather decreased in the third quarter and year-to-date 2008 when compared to the corresponding periods in 2007. The decline in the third quarter 2008 was primarily due to a significantly warmer August in 2007. The decline in year-to-date 2008 was primarily due to a significantly warmer August in 2007 partially offset by weather volatility in January and June 2008 compared to the corresponding periods in 2007. Fuel cost recovery revenues increased by $116.4 million in the third quarter 2008 and by $300.9 million year-to-date 2008 when compared to the corresponding periods in 2007 as a result of higher fuel and purchased power expenses. Georgia Power's electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the fuel component of purchased power costs, and do not affect net income. 64

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Wholesale Revenues - Non-Affiliates Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$21.1

16.5

$37.3

9.2

Wholesale revenues from non-affiliates will vary depending on the market cost of available energy compared to the cost of Georgia Power and Southern Company system-owned generation, demand for energy within the Southern Company service territory, and availability of Southern Company system generation. In the third quarter 2008, wholesale revenues from non-affiliates were $148.9 million compared to $127.8 million for the corresponding period in 2007. For year-to-date 2008, wholesale revenues from non-affiliates were $443.9 million compared to $406.6 million for the corresponding period in 2007. These increases were primarily driven by the fuel component within non-affiliate wholesale prices which has increased with the effects of higher fuel and purchased power costs. These increases were partially offset by 1.6% and 1.8% decreases in KWH energy sales in the third quarter and year-to-date 2008, respectively, as well as decreased contributions from the emissions allowance component of market-based wholesale prices. Wholesale Revenues - Affiliates Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$(0.8)

(0.7)

$44.6

21.5

Wholesale revenues from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost. In the third quarter 2008, wholesale revenues from affiliates were $106.7 million compared to $107.5 million for the corresponding period in 2007. This decrease was primarily due to a 35.7% decrease in KWH sales that was partially offset by higher Power Pool rates for these sales due to higher fuel and purchased power costs. For year-to-date 2008, wholesale revenues from affiliates were $252.7 million compared to $208.1 million for the corresponding period in 2007. This increase in wholesale revenues was due to higher Power Pool rates for these sales due to higher fuel and purchased power costs, partially offset by a 17.2% decrease in KWH sales. Fuel and Purchased Power Expenses Third Quarter 2008
vs.

Year-to-Date 2008
vs.

Third Quarter 2007


(change in millions) (% change)

Year-to-Date 2007
(change in millions) (% change)

Fuel Purchased power - non-affiliates Purchased power - affiliates Total fuel and purchased power expenses 65

$ 73.8 23.9 51.1 $148.8

9.4 14.2 26.0

$150.3 75.9 187.7 $413.9

7.4 26.9 33.5

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In the third quarter 2008, total fuel and purchased power expenses were $1.30 billion compared to $1.15 billion for the corresponding period in 2007. These increases were due to a $201.0 million increase in the average cost of fuel and purchased power, partially offset by a $52.2 million decrease in total KWHs generated and purchased. For year-to-date 2008, total fuel and purchased power expenses were $3.29 billion compared to $2.87 billion for the corresponding period in 2007. These increases were due to a $421.5 million increase in the average cost of fuel and purchased power, partially offset by a $7.6 million decrease in total KWHs generated and purchased. Fuel and purchased power transactions do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Georgia Power's energy cost recovery clause. See FUTURE EARNINGS POTENTIAL - "FERC and Georgia PSC Matters - Retail Fuel Cost Recovery" herein for additional information. Details of Georgia Power's cost of generation and purchased power are as follows: Third Quarter 2008 3.32 8.87 Third Quarter 2007 2.77 7.61 Percent Change 19.9 16.6 Year-to-Date 2008 3.07 8.39 Year-to-Date 2007 2.69 7.25 Percent Change 14.1 15.7

Average Cost Fuel Purchased power

(centsper net KWH)

(cents per net KWH)

In the third quarter 2008, fuel expense was $859.8 million compared to $786.0 million for the corresponding period in 2007. For year-to-date 2008, fuel expense was $2.18 billion compared to $2.03 billion for the corresponding period in 2007. The increases in fuel expense were the result of 19.9% and 14.1% increases in the average cost of fuel per KWH generated for the third quarter and year-to-date 2008, respectively. These increases were primarily due to an increase in fuel commodity prices resulting from global demand pressures. The average cost of coal per KWH generated increased 23.0% and 17.8% in the third quarter and year-to-date 2008, respectively. The average cost of oil and natural gas per KWHI generated increased 16.3% in both the third quarter and year-to-date 2008. Non-affiliates In the third quarter 2008, purchased power from non-affiliates was $192.3 million compared to $168.4 million for the corresponding period in 2007. For year-to-date 2008, purchased power from non-affiliates was $358.0 million compared to $282.1 million for the corresponding period in 2007. These increases were primarily the result of 2.4% and 13.1% volume increases in KWHs purchased from available lower priced market energy alternatives in the third quarter and year-to-date 2008, respectively, and increases in the average cost per KWH purchased. Energy purchases from non-affiliates will vary depending on the market cost of available energy compared to the cost of Southern Company system-generated energy, demand for energy within the Southern Company system service territory, and availability of Southern Company system generation. 66

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Affiliates In the third quarter 2008, purchased power from affiliates was $247.8 million compared with $196.7 million for the corresponding period in 2007. This increase was primarily the result of the higher average cost of KWHs purchased due to higher fuel costs within the purchase price partially offset by a 2.2% decrease in the volume of KWHs purchased. For year-to-date 2008, purchased power from affiliates was $748.6 million compared with $560.9 million for the corresponding period in 2007. This increase was primarily the result of the higher average cost of KWHs purchased due to higher fuel costs within the purchase price and a 4.1% volume increase in KWHs purchased from available lower cost resources within the Power Pool. Energy purchases from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC. Other Operations and Maintenance Expenses Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

Other operations Maintenance Total other operations and maintenance

1.7 (11.1) $ (9.4)

0.7 (8.5)

$ 28.5 (18.8) $ 9.7

3.9 (4.8)

In the third quarter 2008, other operations and maintenance expenses were $379.3 million compared to $388.7 million for the corresponding period in 2007. The decrease was primarily due to an $8.1 million decrease in the timing of transmission and distribution maintenance activities. For year-to-date 2008. other operations and maintenance expenses were $1.14 billion compared to $1.13 billion for the corresponding period in 2007. The increase was primarily the result of a $11.0 million increase in the accrual for property damage approved under the 2007 Retail Rate Plan. Also contributing to the increase were customer account expenses of $15.3 million primarily related to meter reading, records and collections, and uncollectible accounts, as well as $9.1 million related to medical expenses. These increases were partially offset by decreases of $22.8 million related to the timing of transmission and distribution operations and maintenance activities. Depreciation and Amortization Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$34.0

26.6

$90.4

23.7

In the third quarter 2008, depreciation and amortization was $162.3 million compared to $128.3 million for the corresponding period in 2007. For year-to-date 2008, depreciation and amortization was $472.1 million compared to $381.7 million for the corresponding period in 2007. These increases were primarily the result of increases in plant in service related to completed transmission, distribution, and environmental projects and changes in depreciation rates effective January 1, 2008, approved under the 2007 Retail Rate Plan. 67

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Taxes Other Than Income Taxes Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$3.9

4.4

$10.7

4.6

In the third quarter 2008, taxes other than income taxes were $91.6 million compared with $87.7 million for the corresponding period in 2007. For year-to-date 2008, taxes other than income taxes were $242.4 million compared with $231.7 million for the corresponding period in 2007. These increases were primarily the result of higher municipal franchise fees resulting from retail revenue increases during these periods. Allowance for Equity Funds Used During Construction Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$3.1

17.0

$26.9

58.9

In the third quarter 2008, AFUDC was $20.9 million compared with $17.8 million for the corresponding period in 2007. For year-to-date 2008, AFUDC was $72.6 million compared with $45.7 million for the corresponding period in 2007. These increases were primarily the result of increases in construction work in progress balances related to ongoing environmental and transmission projects as well as three combined cycle generating units at Plant McDonough. Income Taxes Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$7.5

3.3

$52.4

13.1

In the third quarter 2008, income taxes were $237.4 million compared with $229.9 million for the corresponding period in 2007. For year-to-date 2008, income taxes were $453.4 million compared with $401.0 million for the corresponding period in 2007. These increases were primarily the result of increased pre-tax income, partially offset by increases in non-taxable items, particularly AFUDC, as well as additional state tax credits and an increase in the federal production activities deduction amount. See Note (H) to the Condensed Financial Statements herein for additional information. Dividends on Preferred and Preference Stock Third Quarter 2008 vs. Third Quarter 2007
(change in millions) (% change)

Year-to-Date 2008 vs. Year-to-Date 2007


(change in millions) (% change)

$3.6 N/M - Not Meaningful

N/M

$10.9

N/M

In the third quarter 2008, dividends on preferred and preference stock were $4.3 million compared with $0.7 million for the corresponding period in 2007. For year-to-date 2008, dividends on preferred and preference stock were $13.0 million compared with $2.1 million for the corresponding period in 2007. These increases were primarily the result of the issuance of $225 million of preference stock in the fourth quarter 2007, which has quarterly dividends of approximately $3.7 million. 68

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FUTURE EARNINGS POTENTIAL The results of operations discussed above are not necessarily indicative of Georgia Power's future earnings potential. The level of Georgia Power's future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Georgia Power's business of selling electricity. These factors include Georgia Power's ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Georgia Power's service area. For additional information relating to these issues, see RISK FACTORS in Item IA and MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL of Georgia Power in Item 7 of the Form 10-K. Environmental Matters Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters" of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under "Environmental Matters" in Item 8 of the Form 10-K for additional information. New Source Review Actions See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - New Source Review Actions" of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under "Environmental Matters -New Source Review Actions" in Item 8 of the Form 10-K for additional information regarding civil actions brought by the EPA alleging that Georgia Power and Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of their coal-fired generating facilities. The action against Georgia Power has been administratively closed since 2001, and the case has not been reopened. In the action involving Alabama Power, on July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case. The ultimate outcome of these matters cannot be determined at this time. Clean Air Interstate Rule See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations - Air Quality" of Georgia Power in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Georgia Power's overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which, including the State of Georgia's Multi-Pollutant Rule, remain unaffected by the court's ruling; however, the court's decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court's decision cannot be 69

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS determined at this time and may depend on subsequent legal action, including issuance of the court's mandate, and future rulemaking and regulatory treatment. Eight-Hour Ozone Regulations See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations - Air Quality" of Georgia Power in Item 7 of the Form 10-K for additional information regarding revisions to the eighthour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Georgia Power's service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans. Carbon Dioxide Litigation On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs' damages. The suit seeks damages for lost property values and for the cost of relocating the village, which is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time. FERC and Georgia PSC Matters Market-Based Rate Authority See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "FERC Matters - Market-Based Rate Authority" of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under "FERC Matters - Market-Based Rate Authority" in Item 8 of the Form 10-K for information regarding market-based rate authority. In June 2007, the FERC issued its final rule in Order No. 697 regarding market-based rate authority. The FERC generally retained its current market-based rate standards. Responding to a number of requests for rehearing, the FERC issued Order No. 697-A on April 21, 2008. This order largely affirmed its prior revision and codification of the regulations governing market-based rates for public utilities. In accordance with the order, Southern Company submitted to the FERC an updated market power analysis on September 2, 2008 related to its continued market-based rate authority. The ultimate outcome of this matter cannot now be determined. On October 17, 2008, Southern Company filed with the FERC a revised market-based rate (MBR) tariff and a new cost-based rate (CBR) tariff. The revised MBR tariff provides for a "must offer" energy auction whereby Southern Company offers all of its available energy for sale in a dayahead auction and an hour-ahead auction, after considering Southern Company's native load requirements, reliability obligations, and sales commitments to third parties. All sales under the energy auction would be at market clearing prices established under the auction rules. The new CBR tariff is designed to be an alternative means for 70

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS conducting short-term transactions in the wholesale markets and provides for a cost-based cap for wholesale sales of less than a year. Both tariffs must be approved by the FERC. The final outcome of this matter cannot now be determined. Retail Fuel Cost Recovery On February 6, 2007, the Georgia PSC approved an increase in Georgia Power's total annual billings of approximately $383 million related to fuel cost recovery effective March 1, 2007. On February 29, 2008, the Georgia PSC approved an additional increase of approximately $222 million effective June 1, 2008. As of September 30, 2008, Georgia Power had an under recovered fuel balance of approximately $776 million as compared to $692 million at December 31, 2007. Georgia Power is required to file for a new fuel cost recovery rate no later than March 1, 2009. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "PSC Matters - Fuel Cost Recovery" of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under "Retail Regulatory Matters - Fuel Cost Recovery" in Item 8 of the Form 10-K for additional information. Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, any changes in the billing factor will not have a significant effect on Georgia Power's revenues or net income, but will affect cash flow. Nuclear Nuclear Projects See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Nuclear - Nuclear Projects" of Georgia Power in Item 7 of the Form 10-K for information regarding the potential expansion of Plant Vogtle. In August 2006, Southern Nuclear, on behalf of Georgia Power, OPC, MEAG Power, and Dalton Utilities (collectively, Owners), filed an application with the NRC for an early site permit approving two additional nuclear units on the site of Plant Vogtle. On March 31, 2008, Southern Nuclear filed an application with the NRC for a combined construction and operating license (COL) for the new units. On April 8, 2008, Georgia Power, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse and Stone & Webster (collectively, Consortium) entered into an engineering, procurement, and construction agreement to design, engineer, procure, construct, and test two AP1000 nuclear units with electric generating capacity of approximately 1,100 MWs each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement). The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with the exception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners will pay a purchase price that will be subject to certain price escalation and adjustments, adjustments for change orders, and performance bonuses. Each Owner is severally (and not jointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3 and 4 Agreement. Georgia Power's proportionate share, based on its current ownership interest, is 45.7%. Under the terms of a separate joint development agreement, the Owners finalized their ownership percentages on July 2, 2008, except for allowed changes under certain limited circumstances during the Georgia PSC certification process. Georgia Power submitted its self-build nuclear proposal to the Georgia PSC on May 1, 2008 in connection with its 2016-2017 base load capacity request for proposals (RFP). No other responses to the RFP were received. 71

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On August 1, 2008, Georgia Power submitted an application for the Georgia PSC to certify the project. Hearings began November 3, 2008 and a final certification decision is expected in March 2009. If certified by the Georgia PSC and licensed by the NRC, Vogtle Units 3 and 4 are scheduled to be placed in service in 2016 and 2017, respectively. The total plant value to be placed in service will also include financing costs for each of the Owners, the impacts of inflation on costs, and transmission and other costs that are the responsibility of the Owners. Georgia Power's proportionate share of the estimated in-service costs, based on its current ownership interest, is approximately $6.4 billion, subject to adjustments and performance bonuses under the Vogtle 3 and 4 Agreement. The Owners and the Consortium have agreed to certain liquidated damages upon the Consortium's failure to comply with the schedule and performance guarantees. The Owners and the Consortium also have agreed to certain bonuses payable to the Consortium for early completion and unit performance. The Consortium's liability to the Owners for schedule and performance liquidated damages and warranty claims is subject to a cap. The obligations of Westinghouse and Stone & Webster under the Vogtle 3 and 4 Agreement are guaranteed by Toshiba Corporation and The Shaw Group, Inc., respectively. In the event of certain credit rating downgrades of any Owner, such Owner will be required to provide a letter of credit or other credit enhancement. The Vogtle 3 and 4 Agreement is subject to certification by the Georgia PSC. In addition, the Owners may terminate the Vogtle 3 and 4 Agreement at any time for their convenience, provided that the Owners will be required to pay certain termination costs and, at certain stages of the work, cancellation fees to the Consortium. The Consortium may terminate the Vogtle 3 and 4 Agreement under certain circumstances, including delays in receipt of the COL or delivery of full notice to proceed, certain Owner suspension or delays of work, action by a governmental authority to permanently stop work, certain breaches of the Vogtle 3 and 4 Agreement by the Owners, Owner insolvency, and certain other events. Income Tax Matters Legislation On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The State of Georgia does not allow the bonus depreciation deduction allowed by the Stimulus Act for state income tax purposes. Georgia Power estimates the cash flow reduction to tax payments as a result of the Stimulus Act for 2008 to be between $50 million and $90 million. On October 3, 2008, President Bush signed the Economic Stabilization Act of 2008 (Stabilization Act) into law. In addition to addressing financial issues, the Stabilization Act includes renewable energy incentives as well as accelerated depreciation for smart meters and smart grid systems. Georgia Power is currently assessing the financial implications of the Stabilization Act. The ultimate impact cannot be determined at this time. Other Matters Georgia Power is involved in various other matters being litigated, regulatory matters, and certain tax-related issues that could affect future earnings. In addition, Georgia Power is subject to certain claims and legal actions arising in the ordinary course of business. Georgia Power's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and 72

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Georgia Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Georgia Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Georgia Power's financial statements. On July 3, 2008, Georgia Power self-reported to the SERC Reliability Council (SERC) a potential violation of the North American Electric Reliability Council reliability standard for transmission vegetation management programs related to a single tree. The SERC can impose penalties ranging from $1,000 to $1,000,000 per day, per violation, which can be adjusted according to certain risk factors and other aggravating or mitigating factors. On September 10, 2008, Georgia Power submitted a proposed settlement agreement, including a proposed mitigation plan. The SERC has not responded to the proposed settlement agreement and the penalty that SERC may assess remains uncertain. The ultimate outcome of this matter cannot be determined at this time; however, it could have a significant and potentially material impact on the net income and cash flow of Georgia Power. See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential. ACCOUNTING POLICIES Application of Critical Accounting Policies and Estimates Georgia Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Georgia Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Georgia Power's results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT'S DISCUSSION AND ANALYSIS - ACCOUNTING POLICIES - "Application of Critical Accounting Policies and Estimates" of Georgia Power in Item 7 of the Form 10-K for a complete discussion of Georgia Power's critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues. FINANCIAL CONDITION AND LIQUIDITY Overview Georgia Power's financial condition remained stable at September 30, 2008. Throughout the recent turmoil in the financial markets, Georgia Power has maintained adequate access to capital without drawing any of its committed bank credit arrangements used to support its commercial paper programs and variable rate pollution control revenue bonds. Georgia Power has continued to issue commercial paper which has increased the balance of short-term debt while also increasing cash and cash equivalents as a precautionary measure. During the third quarter 2008 and subsequent to September 30, 2008, Georgia Power was required to purchase a total of $76.6 million of variable rate pollution control revenue bonds that were tendered by investors, of which $75 million were subsequently remarketed. Georgia Power intends to continue to monitor its access to short-term and long-term capital markets as well as its bank credit arrangements to meet future capital needs. No material changes in bank credit arrangements have occurred. Georgia Power's interest cost for short-term debt 73

Table of Contents
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS has not changed materially. The impact on future financing costs as a result of the recent financial turmoil cannot be determined at this time. See "Sources of Capital" and "Financing Activities" herein for additional information. As a result of the turmoil in the financial markets,'Georgia Power experienced no material counterparty credit losses. Georgia Power's investments in pension and nuclear decommissioning trust funds declined in value as of September 30, 2008. No material changes in funding requirements related to these funds are currently expected; however, the ultimate outcome cannot be determined at this time. Net cash provided from operating activities totaled $1.3 billion for the first nine months of 2008, compared to $1.0 billion for the corresponding period in 2007. The $303.6 million increase in cash provided from operating activities in the first nine months of 2008 is primarily due to higher retail operating revenues. Net cash used for investing activities totaled $1.5 billion for the first nine months of 2008 primarily due to gross property additions to utility plant of $1.5 billion. Net cash provided from financing activities totaled $523.6 million for the first nine months of 2008 compared to $203.3 million for the corresponding period in 2007. This was primarily due to the issuance of notes payable and the timing of financings in 2008 compared to 2007. Significant balance sheet changes for the first nine months of 2008 include a $1.4 billion increase in plant in service. Capital Requirements and Contractual Obligations See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Capital Requirements and Contractual Obligations" of Georgia Power in Item 7 of the Form 10-K for a description of Georgia Power's capital requirements for its construction program, scheduled maturities of long-term debt, as well as related interest, derivative obligations, preferred and preference stock dividends, leases, purchase commitments, and trust funding requirements. Approximately $369 million will be required through September 30, 2009 to fund maturities of long-term debt. In addition, in connection with entering into the Vogtle 3 and 4 Agreement, as described under FUTURE EARNINGS POTENTIAL - "Nuclear - Nuclear Projects" herein, the Georgia Power Board of Directors approved revisions to Georgia Power's capital budget of $600 million in 2009 and $700 million in 2010, for a revised estimated total construction program of $2.0 billion in 2008, $2.6 billion in 2009, and $2.5 billion in 2010. In November 2008, Georgia Power's management plans to request approval by the Georgia Power Board of Directors of a revised capital budget of approximately $2.9 billion for 2009 and $2.6 billion for 2010. The increases are primarily a result of changes in the timing of expenditures for environmental controls at Plant Bowen and Yates and the new generating units at Plant McDonough, as well as other project scope and price changes. The Southern Company system financial plan, including the Southern Company system capital budget, is expected to be reviewed by the Southern Company Board of Directors in early 2009. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; nuclear plant regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost and availability of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered. Sources of Capital Georgia Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past. Recently, Georgia Power has primarily utilized funds from operating cash flows, short-term debt, external security offerings, and equity contributions from Southern Company. However, the 74

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS amount, type, and timing of any future financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Sources of Capital" of Georgia Power in Item 7 of the Form 10-K for additional information. Georgia Power's current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet scheduled maturities of long-term debt as well as cash needs which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Georgia Power had at September 30, 2008 approximately $363.8 million of cash and cash equivalents and approximately $1.3 billion of unused credit arrangements with banks. See Note 6 to the financial statements of Georgia Power under "Bank Credit Arrangements" in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements under "Bank Credit Arrangements" herein for additional information. Of the unused credit arrangements, $225 million expire in 2009 and $1.1 billion expire in 2012. Of the facilities that expire in 2009, $40 million contain provisions allowing two-year term loans executable at expiration. Georgia Power expects to renew its credit facilities, as needed, prior to expiration. At September 30, 2008, substantially all of these credit arrangements provided liquidity support to Georgia Power's commercial paper program and purchase obligations related to variable rate pollution control revenue bonds. At September 30, 2008, such purchase obligations totaled $666.4 million compared to $743 million in the second quarter 2008. The decrease is due to Georgia Power's required purchase of $76.6 million of variable rate pollution control revenue bonds that were tendered by investors. Subsequent to September 30, 2008, Georgia Power converted $104.6 million of variable rate pollution control revenue bonds to a fixed interest rate mode. In addition, Georgia Power remarketed approximately $75 million of the bonds that were tendered by investors. The net effect of these transactions decreased the amount of liquidity support dedicated to funding purchase obligations to $636.3 million. Georgia Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Georgia Power and other Southern Company subsidiaries. At September 30, 2008, Georgia Power had approximately $788.4 million of commercial paper and $100 million of short-term bank loans outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs, lines of credit, and cash. Credit Rating Risk Georgia Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- and/or Baa3 or below. These contracts are for physical electricity purchases and sales, fuel purchases, fuel transportation and storage, emissions allowances, energy price risk management and for construction of new generation. At September 30, 2008, the maximum potential collateral requirements under these contracts at a BBB- or Baa3 rating were approximately $28 million. At September 30, 2008, the maximum potential collateral requirements under these contracts at a rating below BBB- and/or Baa3 were approximately $933 million. Included in these amounts are certain agreements that could require collateral in the event that one or more Power Pool participants has a credit rating change to below investment grade. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. Market Price Risk Georgia Power's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2007 reporting period. Since a significant portion of outstanding indebtedness is at fixed rates, Georgia Power is not aware of any facts or circumstances that would significantly affect exposures 75

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS on existing indebtedness in the near term. However, the impact on future financing costs cannot now be determined. Due to cost-based rate regulation, Georgia Power continues to have limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Georgia Power enters into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Georgia Power continues to manage a fuel-hedging program implemented at the instruction of the Georgia PSC. As such, Georgia Power has no material change in market risk exposures when compared with the December 31, 2007 reporting period. The changes in fair value of energy-related derivative contracts for the three months and nine months ended September 30, 2008 were as follows: Third Quarter Year-to-Date 2008 2008 Changes Changes
Fair Value (in millions)

Contracts outstanding at the beginning of the period, assets (liabilities), net Contracts realized or settled Current period changes (a) Contracts outstanding at the end of the period, assets (liabilities), net (a)

$ 168.5 (65.4) (150.5) $ (47.4)

$ (0.4) (86.8) 39.8 $(47.4)

Current period changes also include the changes in fair value of new contracts entered into during the period, if any.

The decrease in the fair value positions of the energy-related derivative contracts for the three months and nine months ended September 30, 2008 was $215.9 million and $47.0 million, respectively, substantially all of which is due to natural gas positions. These changes are attributable to both the volume and prices of natural gas. At September 30, 2008, Georgia Power had a net hedge volume of 52.7 Bcf with a weighted average contract cost approximately $0.92 per mmBtu above market prices, compared to 51.3 Bcf at June 30, 2008 with a weighted average contract cost approximately $3.36 per mmBtu below market prices and compared to 44.1 Bcf at December 31, 2007 with a weighted average contract cost approximately $0.02 per mmBtu above market prices. The majority of the natural gas hedges are recovered through the fuel cost recovery mechanism. At September 30, 2008 and December 31, 2007, the fair value of energy-related derivative contracts by hedge designation was reflected in the financial statements as follows: September 30, 2008 Regulatory hedges Cash flow hedges Non-accounting hedges Total fair value $(47.4) December 31, 2007 $(0.4)

(in millions)

$(47.4)

$(0.4)

Energy-related derivative contracts which are designated as regulatory hedges relate to Georgia Power's fuel hedging program where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery mechanism. Certain other gains and losses on energy-related derivatives, designated as cash flow hedges, are initially deferred in other comprehensive income before being recognized in income in the same period as the hedged transaction. 76

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred. Unrealized pre-tax gains and losses recognized in income for the three months and nine months ended September 30, 2008 and 2007 for energyrelated derivative contracts that are not hedges were not material. The maturities of the energy-related derivative contracts and the level of the fair value hierarchy in which they fall at September 30, 2008 are as follows: September 30, 2008 Fair Value Measurements
Total Fair Value Maturity Year 1 Years 2&3 (in millions) Years 4&5

Level 1 Level 2 Level 3 Fair value of contracts outstanding at end of period

$ (47.4) $(47.4)

(35.5)

$(11.9) $(11.9)

$-

$(35.5)

$-

As part of the adoption of SFAS No. 157 to increase consistency and comparability in fair value measurements and related disclosures, the table above now uses the three-tier fair value hierarchy, as discussed in Note (C) to the Condensed Financial Statements herein, as opposed to the previously used descriptions "actively quoted," "external sources," and "models and other methods." The three-tier fair value hierarchy focuses on the fair value of the contract itself, whereas the previous descriptions focused on the source of the inputs. Because Georgia Power uses over-thecounter contracts that are not exchange traded but are fair valued using prices which are actively quoted, the valuations of those contracts now appear in Level 2; previously they were shown as "actively quoted." For additional information, see MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY "Market Price Risk" of Georgia Power in Item 7 and Notes 1 and 6 to the financial statements of Georgia Power under "Financial Instruments" in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein. Financing Activities In the first nine months of 2008, Georgia Power issued $250 million of Series 2008A Floating Rate Senior Notes due March 17, 2010 and $250 million of Series 2008B 5.4% Senior Notes due June 1, 2018. In addition, Georgia Power entered into a three-year $300 million long-term floating rate bank loan that bears interest based on one-month LIBOR. Proceeds were used to repay a portion of Georgia Power's short-term indebtedness, including the maturity of $45 million aggregate principal amount of its Savannah Electric and Power Company Series C 6.55% Senior Notes, and for other corporate purposes, including Georgia Power's continuous construction activities. Georgia Power settled interest rate hedges of $225 million notional amount at a loss of $16 million. This loss will be amortized over the original term of the hedges. Georgia Power also terminated derivative contracts related to the issuance of $100 million of the Series 2008B Senior Notes at a loss of approximately $5 million, which will be amortized over the life of the Series 2008B Senior Notes. Also in 2008, Georgia Power entered into derivative transactions designed to mitigate interest rate risk related to floating rate obligations. The total notional amount of these derivatives was $901 million. See Note (F) to the Condensed Financial Statements herein for further details. Also in the first nine months of 2008, Georgia Power converted its entire $819 million of obligations related to auction rate pollution control revenue bonds from auction rate modes to other interest rate modes. Initially, 77

Table of Contents GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS approximately $332 million of the auction rate pollution control revenue bonds were converted to fixed interest rate modes and approximately $487 million were converted to daily floating rate modes. Georgia Power converted approximately $98 million of its variable rate pollution control revenue bonds to fixed interest rate modes. In addition, Georgia Power incurred obligations related to the issuance of $53 million of pollution control revenue bonds for Georgia Power's Plant Hammond Project. At September 30, 2008 the trustee held $30.4 million of the proceeds, which will be transferred to Georgia Power for reimbursement of project costs. In September 2008, Georgia Power was required to purchase a total of approximately $76.6 million of variable rate pollution control revenue bonds that were tendered by investors. Also in September 2008, Georgia Power paid at maturity $75 million of Series 2007C floating rate Senior Notes. Subsequent to September 30, 2008, Georgia Power converted approximately $104.6 million of variable rate pollution control revenue bonds to a fixed interest rate mode. Also subsequent to September 30, 2008, Georgia Power remarketed a total of approximately $75 million of variable rate pollution control revenue bonds that were tendered by investors. In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Georgia Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. 78

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix B.1: Legal Opinion Alston & Bird, LLP

GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-5 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in5 U.S.C. 552(b)(4) ,18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ALSTON&BIRDLLP
One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax 404-881-7777 www.alston.com Peter M Degnan Dire al 404-881-7743 E-ail petedegnan@ablsoImm

.U.P

September 11, 2006 VIA UPS Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30303 Facsimile No.: 404-506-7985 Attention: President

Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 Attention: President and CEO The City of Dalton 1200 V. D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 Attention: CEO Re:

Opinion of Counsel Re: Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement

Dear Ladies and Gentlemen: We have acted as counsel to the Municipal Electric Authority of Georgia ("MEAG") in connection with that certain Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement (the "Ownership Agreement"), dated as of April 21, 2006, by and among the Georgia Power Company ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation formed under the laws of the State of Georgia ("OPC"), and The City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners ("Dalton") and MEAG (MEAG and together with Dalton, OPC and GPC, the Co-Owners"). This opinion is being furnished pursuant to Section 3.6(b) of the Ownership Agreement and is subject to the qualifications, exceptions, assumptions and limitations stated herein. This opinion letter is limited by, and is in accordance with, the January 1, 1992 addition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and
Bank of America laza Suite 4000 101 SouthTryon Street Charlotte, NC 28280-4000 90 Park Avenue New York NY 10016 212-210-9400 3201 Beechleaf Courl, Suite 600 NC 27604-1062 RKaeigh 919-862-2200 The Atlantic Building 950 FStree, NW Wohington. DC 20004-1404

704-444-1000
Fax 704-444-1111

Fax 212-210-9444

Far 919-862-2260

202-756-3300
Far 202-756-3333

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4) ,18 U.S.C. 1905, and 10 C.F.R. 1004.11(0. This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

September 11, 2006 Page 2 Banking Law Section of the State of Georgia, which Interpretive Standards are incorporated into this opinion letter by this reference. In connection with the foregoing, we have examined, among other things, an original or copy of the Ownership Agreement. Capitalized terms used in this letter that are not otherwise defined herein shall have the meaning set forth in the Ownership Agreement. We have also examined such other instruments, certificates of public officials and such other matters of law and fact as we have deemed necessary as the basis of the opinions hereinafter set forth. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons executing documents, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of the originals of such copies. We have also assumed for the purposes of the opinions herein expressed, that: Each party to the transaction evidenced by the Ownership Agreement has (i) all requisite power and authority to enter into and perform the transaction evidenced by the Ownership Agreement (other than MEAG, to the extent we express our opinion below); The transaction evidenced by the Ownership Agreement has been duly (ii) authorized, executed and delivered by each party to the transaction (other than MEAG, to the extent that we express our opinion below), and that the Ownership Agreement constitutes the legal, valid and binding obligation of such other parties thereto; and Each party to the transaction represented by the Ownership Agreement in (iii) taking any action in relation to the Ownership Agreement will comply with any standard of conduct applicable to it (including, without limitation, any requirement that such party act reasonably, in good faith, in a commercially reasonable manner, consistent with prudent utility practice or otherwise in compliance with applicable law). Our opinion set forth below are based upon our considerationof only those statutes, rules and regulation that, in our experience, are normally applicable to transactions such as those effectuated by the Ownership Agreement. In rendering the opinions expressed below, we have assumed that all of the conditions to the effectiveness of the Ownership Agreement have either been satisfied or waived by the Co-Owners. As to certain factual matters we have, to the extent deemed appropriate by us, relied upon certificates of officers of MEAG and the representations made in the Ownership Agreement (except to the extent that the subject matter of any such representation is covered by an express opinion herein). We have made no independent investigation as to the accuracy or completeness of any statements, recitals,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4) ,18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

September 11,2006 Page 3 representations or other information contained in the Ownership Agreement or in connection with the rendering of this opinion. We are rendering opinions herein only as to the effect of the federal laws of the United States and the internal laws of the State of Georgia. We express no opinion with respect to the applicability or the effect of federal laws of the United States governing any or all of taxation, securities, health, safety, land use and the environment; we express no opinion as to compliance by any parties to the documents and agreements discussed herein with any laws or regulations applicable to the subject transactions; we express no opinion as to the statutes, administrative decisions, and rules and regulations of any county, municipality or subdivision, whether created at the local, state or regional level. Based upon the foregoing, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that: MEAG is a public body corporate and politic and an instrumentality of the (i) State of Georgia duly organized and validly existing under the laws of the State of Georgia and has all requisite power and authority to enter into and perform its obligations under the Ownership Agreement and to conduct its business as it is now being conducted and as is contemplated to be conducted in the future. The execution, delivery and performance by MEAG of the Ownership (ii) Agreement have been duly and effectively authorized by all action. (iii) MEAG. The Ownership Agreement has been duly executed and delivered by

The Ownership Agreement constitutes the legal, valid and binding (iv) obligation of MEAG, enforceable against MEAG in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting enforcement of creditor's rights generally and general principles of equity). The opinion expressed herein represents the judgment of this law firm as to certain legal matters and is not a guarantee or warranty. This opinion is rendered as of the date hereof and, by rendering our opinion, we do not undertake to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in facts or laws which may hereafter occur. This opinion may be relied upon only by GPC, OPC, and Dalton and may not be used, circulated, quoted or otherwise referred to by any other person or entity or for any other purpose without our prior written consent in each instance. Very truly yours,

Peter . Degnan, Partn The Firm of Alston & Bird LLP

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4) ,18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

September 11, 2006 Page 4

PMD:srs
CC: Robert P. Edwards, Esq. /

Stephen B. Farrow, Esq.


Dorothy Franzoni, Esq.
LEGAL02/30079021v

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix B.2: Legal Opinion Minor, Bell and Neal GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-4 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

MINOR, BELL & NEAL


Acorneys at Law

September 11, 2006

Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30308 Re: Opinion of Counsel pursuant to Section 3.6(b) of the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement Ladies and Gentlemen: We have acted as counsel to the City of Dalton Georgia acting by and through its Board of Light Water and Sinking Fund d/b/a Dalton Utilities, an incorporated municipality in the State of Georgia ("Dalton"), in connection with that certain Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement (the "Ownership Agreement"), dated as of April 21, 2006, by and among Georgia Power Company, a Georgia Corporation ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation formed under the laws of the State of Georgia ("OPC"), the Municipal Electric Authority of Georgia, a public body corporate and politic and an instrumentality of the State of Georgia ("MEAG") and Dalton (together with MEAG, OPC and GPC, the "Co-Owners"). This opinion is being furnished pursuant to Section 3.6(b) of the Ownership Agreement and is subject to the qualifications, exceptions, assumptions and limitations stated herein. This opinion letter is limited by, and is in accordance with, the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia, which Interpretative Standards are incorporated into this opinion letter by this reference. In connection with the foregoing, we have examined, among other things, an original or copy of the Ownership Agreement. Capitalized terms used in this letter that are not otherwise
MINOR. BELL&NEAL ' 706.259.2586 PHONE 706.278.3569 FAX

745 COLLEGE DOVE SUITE DALTON, GA 30720 *www.MBNLAw.coM B


ALSO LOCATED BATTLERELD ON PARKWAY FT. OGLETHORPE. GA IN

This page contains confidential trade secret and propnetary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), other United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons In DOE and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. required reviewers shall use the information only for purposes of review and evaluation.

defined herein shall have the meanings set forth in the Ownership Agreement. We have also examined such other instruments, certificates of public officials and such other matters of law and fact as we have deemed necessary as the basis of the opinions hereinafter set forth. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons executing documents, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of the originals of such copies. We have also assumed, for the purposes of the opinions herein expressed, that: each party to the transaction evidenced by the Ownership Agreement (i) has all requisite power and authority to enter into and perform the transaction evidenced by the Ownership Agreement (other than Dalton, about which we express our opinion below); the transaction evidenced by the Ownership Agreement has been duly (ii) executed and delivered by each party to the transaction (other than Dalton, about authorized, which we express our opinion below) and that the Ownership Agreement constitutes the legal, valid and binding obligation of such other parties thereto; and each party to the transaction evidenced by the Ownership Agreement in (iii) taking any action in relation to the Ownership Agreement will comply with any standard of conduct applicable to it (including, without limitation, any requirement that such party act reasonably, in good faith, in a commercially reasonable manner, consistent with prudent utility practice and in all events in compliance with applicable law). Our opinions set forth below are based upon our consideration of only those statutes, rules and regulations that, in our experience, are normally applicable to transactions such as those effectuated by the Ownership Agreement. In rendering the opinions expressed below, we have assumed that all of the conditions to the effectiveness of the Ownership Agreement have either been satisfied or waived by the CoOwners. As to certain factual matters we have, to the extent deemed appropriate by us, relied upon certificates of officers of Dalton and the representations made in the Ownership Agreement (except to the extent that a legal conclusion contained in any such representation is covered by an express opinion herein). We have made no independent investigation as to the accuracy or completeness of any statements, recitals, representations or other information contained in the Ownership Agreement or in connection with the rendering of this opinion. We are rendering opinions herein only as to the effect of the federal laws of the United States and the internal laws of the State of Georgia. We express no opinion with respect to the applicability or the effect of federal laws of the United States governing any or all of taxation, securities, health, safety, land use and the environment; we express no opinion as to compliance by any parties to the documents and agreements discussed herein with any laws or regulations
& MINOR, BEut NEA t. 706.2591586 PHONE 706.278.3569 FAX
DRIVE STTE B - DALTON. GA 30720 - wwW.MENLAW.Cco 745 COLUEGE ALSO LOCATED BATTLEFELD PARKWAY FT. OGLETHORE. GA ON IN

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons In other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

applicable to the subject transactions; we express no opinion as to the statutes, administrative decisions, and rules and regulations of any county, municipality or subdivision, whether created at the local, state or regional level. Based upon the foregoing, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that: Dalton is an incorporated municipality in the State of Georgia, duly and (1) validly organized and validly existing under the laws of the State of Georgia; and, (2) Dalton has duly and effectively authorized the execution, delivery, and performance of the Ownership Agreement by all requisite action; and, (3) Dalton has duly executed and delivered the Ownership Agreement and the Ownership Agreement constitutes the legal, valid and binding obligation of Dalton, enforceable against Dalton in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). The opinion expressed herein represents the judgment of this law firm as to certain legal matters and is not a guaranty or warranty. This opinion is rendered as of the date hereof and, by rendering our opinion, we do not undertake to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in facts or laws which may hereafter occur. This opinion may be relied upon only by GPC, OPC, and MEAG and may not be used, circulated, quoted or otherwise referred to by any other person or entity or for any other purpose without our prior written consent in each instance. Very truly yours,

MITBell & Neal, P.C. ,

John P. Neal, III For the Firm

MINOR BELL NEAL 706.259.2586 PHONE 706.278.3569 FAX &


745 COLEGE DRuE - SUTrE DALTON. GA 30720 - WWW.MaNLAW.coM B 8 ALSO LOCATED BATTLEFLD PARKWAY FT. OGLETHORPE. GA ON IN

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix B.3: Legal Opinion Sutherland, Asbill and Brennan, LLP

GPC Vogtle Expansion Project


December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-4 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inother United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Sutherand A il i o

999 Peachtree Street, NE Atlanta. GA 30309-3996 404.853.8000

Brennan

SAsbill & LLP


ATRNES ATLAW

fax 404.853.880
www.sablaw.com

September 11, 2006

Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30308 The City of Dalton, Georgia 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Re: Plant Vogtle Additional Units Ladies and Gentlemen:

Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686

This opinion is furnished to you pursuant to Section 3.6(b) of the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of April 21, 2006 (the "Agreement"), by and among Georgia Power Company ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), the Municipal Electric Authority of Georgia ("MEAG") and the City of Dalton, Georgia ("Dalton"). Each initially capitalized term which is used in this opinion but which is not defined herein shall have the meaning ascribed to it under the Agreement. We have acted as counsel for Oglethorpe Power in connection with its execution and delivery of the Agreement. For purposes of this opinion, we have examined originals or copies of the following: (i) articles of incorporation and bylaws of Oglethorpe Power, in each case as amended and now in effect and as in effect at the time of the authorization, execution and delivery by Oglethorpe Power of the Agreement; (ii) certified resolutions evidencing the corporate proceedings taken by Oglethorpe Power to authorize the execution, delivery and performance of the Agreement; (iii) written advice from the Secretary of State of Georgia as to the existence, authorization to transact business and good standing of Oglethorpe Power in the State of Georgia; and (iv) such other certificates, documents and papers as we have deemed advisable in connection with this opinion. During the course of such examination, we have assumed that all signatures (other than those of Oglethorpe Power) are genuine, that all documents submitted to us as certified or photocopied copies conform to the originals and that all documents submitted to us as original are authentic. As to matters of fact involved in this opinion, we have relied on representations and warranties made in the Agreement and on certificates, affidavits and statements of fact of officials, officers (including officers of Oglethorpe Power) or authorized representatives of the

AO 1460248.1

Atlanta

Austin

Houston

New York

Tallahassee

Washington. DC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

September 11, 2006 Page 2 of 3 and other particular governmental authority, corporation (including Oglethorpe Power), firm further assumed that each of person or entity concerned. For purposes of this opinion, we have GPC, MEAG and Dalton has all requisite power and authority, and has taken all necessary action to execute and deliver the Agreement and to effect the transactions contemplated thereby without contravening any law or regulation, and that the Agreement constitutes the legal, valid and binding obligation of each of them. We have not made any independent inquiry or investigation as to any matter of fact. Based on the foregoing, and with due regard for such legal and other considerations as we. deem appropriate, we are of the opinion (but subject in all respects to the qualifications set forth in this letter) that: Oglethorpe Power is an electric membership corporation duly organized, validly (1) existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to enter into and perform its obligations under the Agreement and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future; The execution, delivery and performance of the Agreement by Oglethorpe Power (2) have been duly and effectively authorized by all requisite corporate action; and The Agreement has been duly executed and delivered by Oglethorpe Power and (3) constitutes the legal, valid and binding obligation of Oglethorpe Power, enforceable against Oglethorpe Power in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). The opinions expressed in this letter are further subject to and qualified by the following: (a) We express no opinion as to the effect or availability of equitable remedies;

We express no opinion as to the effect of generally applicable rules of law that (b) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct; We express no opinion as to the enforceability of provisions of the Agreement to (c) the effect that waivers or consents by a party, or changes to any document, may not be given effect unless in writing or in compliance with particular requirements or that a person's course of dealing, course of performance, or the like or failure or delay in taking actions may not constitute a waiver or modification of related rights or provisions or that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind;

AO 1460248.1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

September 11, 2006 Page 3 of 3 is not In rendering the opinions set forth above, we are not passing on any matter which This opinion is of America. governed by the laws of the State of Georgia or of the United States the Agreement, may not be utilized or quoted by you given to you pursuant to Section 3.6(b) of speaks as for any other purpose, and may not be relied upon by any other parties. This opinion of law or of its date and we undertake no, and hereby disclaim any, duty to advise as to changes fact coming to our attention after the date hereof. Very truly yours,

AO 1460248.1

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix B.4: Legal Opinion Troutman Sanders, LLP

GPC Vogtle Expansion Project


December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-5 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TROUTMAN SANDERS LLP


A T T O R N E Y S A T L A W
A LIMITEO LIABILITY PARTNERSHIP

BANK OF AMERICA PLAZA 600 PEACHTREE STREET, N.E. - SUITE 5200 ATLANTA, GEORGIA 30308-2216 www.troutmansanders.com TELEPHONE: 404-885-3000 FACSIMILE: 404-885-3900

September 11, 2006

Oglethorpe Power Corporation

2100 East Exchange Place Tucker, Georgia 30084-5336 Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 The City of Dalton, Georgia By and through its Board of Water, Light and Sinking Fund Commissioners 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Ladies and Gentlemen: We have acted as counsel to Georgia Power Company, a Georgia corporation ("GPC"), in connection with that certain Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement (the "Ownership Agreement"), dated as of April 21, 2006, by and among GPC, Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation formed under the laws of the State of Georgia ("OPC"), the Municipal Electric
Authority of Georgia, a public body corporate and politic and an instrumentality of the State of Georgia ("MEAG"), and the City of Dalton, Georgia, an incorporated municipality in the State

of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners ("Dalton" and together with MEAG, OPC and GPC, the "Co-Owners"). This opinion is being furnished pursuant to Section 3.6(b) of the Ownership Agreement and is subject to the qualifications, exceptions, assumptions and limitations stated herein.
This opinion letter is limited by, and is in accordance with, the January 1, 1992 edition of

the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia, which Interpretative Standards are incorporated into this
opinion letter by this reference. In connection with the foregoing, we have examined, among other things, an original or copy of the Ownership Agreement. Capitalized terms used in this letter that are not otherwise

ATLANTA * HONG KONG * LONDON * NEWARK - NEW YORK * NORFOLK RICHMOND - TYSONS CORNER * VIRGINIA BEACH * WASHINGTON,

- RALEIGH D.C.

vogtle additional units opinion 9_12_06 as signed.doc

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TROUTMAN SANDERS LLP


ATTORNEYS AT LAW
A LIMITEO LIABILITY PARTNERSHIP

Oglethorpe Power Corporation

Municipal Energy Authority of Georgia The City of Dalton, Georgia September 11, 2006 Page 2 defined herein shall have the meanings set forth in the Ownership Agreement. We have also examined such other instruments, certificates of public officials and such other matters of law and fact as we have deemed necessary as the basis of the opinions hereinafter set forth. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons executing documents, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of the originals of such copies. We have also assumed, for the purposes of the opinions herein expressed, that: each party to the transaction evidenced by the Ownership Agreement has (i) all requisite power and authority to enter into and perform the transaction evidenced by
the Ownership Agreement (other than GPC, to the extent we express our opinion below);

(ii) the transaction evidenced by the Ownership Agreement has been duly authorized, executed and delivered by each party to the transaction (other than GPC, to the extent we express our opinion below), and that the Ownership Agreement constitutes the legal, valid and binding obligation of such other parties thereto; and (iii) each party to the transaction evidenced by the Ownership Agreement in taking any action in relation to the Ownership Agreement will comply with any standard of conduct applicable to it (including, without limitation, any requirement that such party
act reasonably, in good faith, in a commercially reasonable manner, consistent with

prudent utility practice and in all events in compliance with applicable law). Our opinions set forth below are based upon our consideration of only those statutes, rules and regulations that, in our experience, are normally applicable to transactions such as those effectuated by the Ownership Agreement. In rendering the opinions expressed below, we have assumed that all of the conditions to the effectiveness of the Ownership Agreement have either been satisfied or waived by the CoOwners. As to certain factual matters we have, to the extent deemed appropriate by us, relied upon certificates of officers of GPC and the representations made in the Ownership Agreement (except to the extent that a legal conclusion contained in any such representation is covered by an express opinion herein). We have made no independent investigation as to the accuracy or

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TROUTMAN SANDERS LLP


ATTORNEYS AT LAW
A LIMITEDLIABILITY PARTNERSHIP

Oglethorpe Power Corporation Municipal Energy Authority of Georgia The City of Dalton, Georgia September 11, 2006 Page 3 completeness of any statements, recitals, representations or other information contained in the Ownership Agreement or in connection with the rendering of this opinion. We are rendering opinions herein only as to the effect of the federal laws of the United States and the internal laws of the State of Georgia. We express no opinion with respect to the applicability or the effect of federal laws of the United States governing any or all of taxation, securities, health, safety, land use and the environment; we express no opinion as to compliance by any parties to the documents and agreements discussed herein with any laws or regulations applicable to the subject transactions; we express no opinion as to the statutes, administrative decisions and rules and regulations of any county, municipality or subdivision, whether created at the local, state or regional level. Based upon the foregoing, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that: 1. 2. GPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. GPC has the corporate power and authority to enter into and perform its obligations under the Ownership Agreement and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future
The execution, delivery and performance by GPC of the Ownership Agreement

3.

have been authorized by all requisite corporate action of GPC. 4. 5. The Ownership Agreement has been duly executed and delivered by GPC. The Ownership Agreement constitutes the legal, valid and binding obligation of GPC, enforceable against GPC in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity).

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TROUTMAN SANDERS LLP


ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Oglethorpe Power Corporation Municipal Energy Authority of Georgia The City of Dalton, Georgia September 11, 2006 Page 4

The opinion expressed herein represents the judgment of this law firm as to certain legal
matters and is not a guaranty or warranty. This opinion is rendered as of the date hereof and, by

rendering our opinion, we do not undertake to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in facts or laws which may hereafter occur. This opinion may be relied upon only by OPC, MEAG and Dalton and may not be used, circulated, quoted or otherwise referred to by any other person or entity or for any other purpose without our prior written consent in each instance. Very truly yours,

TROUTMAN SANDERS LLP

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix C: Permits and Approvals GPC Vogtle Expansion Project
December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-8 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Voetle Units 3 and 4 Environmental Permits & Plans
Anticipated Commercial Operation Date: June 1, 2016

Permit Early Site Permit and Limited Work Authorization Combined Operating License

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments

NRC

8/2006

9/2009

SNC

Currently under NRC review.

NRC

3/2008

3/2011

SNC

Currently under NRC review. Permit application to be submitted in accordance with USACE regulations. Corps permit to cover barge slip, intake, and discharge Permit application to be submitted in accordance with USACE regulations. Corps master permit to cover barge slip, intake, and discharge

Section 404 Permit

USACE

3/2009

1/2010

SNC

Section 10 Permit Certificate of


Registration

USACE

3/2009

1/2010

SNC

USDOT

3/2009

6/2009

SNC

Renewal of existing certificate

Depredation Permit Scientific Collecting Permit

USFWS

If Needed

TBD

TBD

SNC/GPC

Application will be submitted if permit needed Application will be submitted if permit needed Application will be submitted if permit needed Page 2 of 8

USFWS

If Needed

TBD

TBD

SNC/GPC

Salvage Permit

USFWS

If Needed

TBD

TBD

SNC/GPC

Attorney-Client Privileged Work Product

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Vogtle Units 3 and 4 Environmental Permits & Plans Anticipated Commercial Operation Date: June 1, 2016

Permit Objects Affecting Navigable Airspace Construction Notice

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments

Permit application to be submitted in


FAA 1/2010 4/2010 Shaw accordance with FAA requirements.

Objects Affecting Navigable Airspace Permanent Structures FAA 12/2009 2/2010 SNC

Permit application to be submitted in


accordance with FAA requirements.

Historic Resources
Consultation GDNR 12/2008 4/2009
___

SNC

Finalize MOU with SHPO

Section 401
Certification GDNR 3/2009 1/2010 SNC In support of Corps Master permit

GA Endangered Wildlife Act

GDNR

N/A

N/A

SNC

Consultation covers impacts to state protected species. Apply if needed Permit application will be submitted in accordance with the GDNR regulations. This permit is for the permanent air sources Permit application will be submitted in accordance with the GDNR regulations. This permit is for the contractor air sources

Air Quality Construction Permit

GDNR

1/2009

2/2010

SNC

Air Quality Construction Permit NPDES Wastewater Permit

GDNR

12/2008

4/2009

Shaw

GDNR

12/2008

5/2009 Shaw Attorney-Client Privileged Work Product

Batch Plant; if needed Page 3 of 8

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Vogtle Units 3 and 4 Environmental Permits & Plans
Anticipated Commercial Operation Date: June 1, 2016

Permit NPDES Wastewater Permit NPDES Wastewater Permit

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments

GDNR

TBD

2015

SNC

Unit 3 Modification of existing permit

GDNR

TBD

2016

SNC

Unit 4 Modification of existing permit Stand Alone Projects (incl. Units 3 and 4). Permit application submitted in accordance with the GDNR regulations.

Stand-Alone Construction Projects Storm Water Permit Infrastructure Projects Construction Storm Water Permit General Permit for Industrial Storm Water Discharges Permit to Operate a
Public Water System

GDNR

10/2008

Various

SNC

GDNR

6/2011

GPC

New Transmission Line Construction For storm water discharges associated with industrial activity. Will be a modification of an existing permit. Will be a modification of an existing

GDNR

TBD

2015

SNC

GDNR

12/2008

6/2009

SNC

permit.

Permit to Withdraw Groundwater - Make up Wells 3 and 4 Permit to Withdraw Groundwater Dewatering Activities

GDNR

1/2009

11/2009

SNC

Will be a modification of an existing permit. This permit was submitted on September 3, 2008 in accordance with GDNR regulations. Page 4 of 8

GDNR

9/2008

3/2009

SNC

Attorney-Client Privileged Work Product

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Vogtle Units 3 and 4 Environmental Permits & Plans
Anticipated Commercial Operation Date: June 1, 2016

Permit Certificate of Abandoned Well(s) MU-2A Certificate of Abandoned Wells() SW-5 Permit to Withdraw Surface Water

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments SNC will provide a certified statement to GDNR within 30 days after the well is abandoned. SNC will provide a certified statement to GDNR within 30 days after the well is abandoned. Will likely be a modification of an existing permit. This permit is not applicable since GPC is exempt pursuant to O.C.G.A. 12-717(10) In support of Corps permit Will be a modification/closure of an existing permit. Existing Permit - no modification required. Will be a modification of an existing

GDNR

2011

2015

SNC

GDNR

1/2009

3/2009

SNC

GDNR

1/2009

2015

SNC

Land Disturbing Activity Permit State Waters Buffer Variance Private Industrial Landfill Permit Solid Waste Handling Permit

GDNR

N/A

N/A

N/A SNC

GDNR

3/2009

1/2010

GDNR

12/2008

5/2010

SNC

GDNR

N/A

10/2008

SNC

Title V Operating Permit

GDNR

TBD

2015

SNC

permit.

Certificate of Public
Convenience and GPSC 8/2008 3/2009 GPC

Attorney-Client Privileged Work Product

Page 5 of 8

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Vogtle Units 3 and 4 Environmental Permits & Plans
Anticipated Commercial Operation Date: June 1, 2016

Permit Necessity General Permit to Transport Radioactive Materials Right-of-Way Permit Tennessee Radioactive Waste License for Delivery Utah Radiation Control Rule Scientific Collecting Permit Scientific Collecting Permit Land Disturbing Activity Permit
Building Permit

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments

GDNR/ GDPS GDOT TBD

2015 6/2011

SNC GPC

Will be a modification of an existing permit.

TDEC

TBD

2015

SNC

Will be a modification of an existing permit. Will be a modification of an existing permit. Application will be submitted if permit needed Application will be submitted if permit needed This permit is not applicable since GPC is exempt pursuant to O.C.G.A. 12-717(10) County deferred to state; exemption
sought

UDEQ

TBD

2015

SNC

GDNR

If Needed

TBD

TBD

SNC/GPC

SCDNR

If Needed

TBD

TBD

SNC/GPC

Burke Co
Burke Co

N/A
N/A

N/A
N/A

N/A
N/A
__being

Demolition Notification Land Disturbing Activity Permit

GDNR/ Burke Co

10/2008

Various

N/A

SNC

Various

N/A N/A N/A Attorney-Client Privileged Work Product

First notification submitted in 10/2008 Construction of Transmission Line through Jefferson, Warren and McDuffie Counties. This permit is not Page 6 of 8

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TRADE SECRET
Plant Vogtle Units 3 and 4 Environmental Permits & Plans Anticipated Commercial Operation Date: June 1, 2016

Permit

Permitting Agency

Application Date

Date Required

Date Issued

Responsibility

Permit Process & Comments applicable since GPC is exempt pursuant to O.C.G.A. 12-7-17(10)

Attorney-Client Privileged Work Product

Page 7 of 8

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix D: Engineer's Report

GPC Vogtle Expansion Project


December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-99 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

SOUTHERN COMPANY

Proposed Nuclear Units - Vogtle Units 3 &4 Engineer's Report

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained in this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

SOUTHERNA
MPA

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

SSouthernOperating Company Nuclear Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Table of Contents

Page
. ........ ........................ 6 List of A bbreviations ................................................. ..................... ...................... 10 ....... ........... ....... Introduction .................................................... . . ......... 1.0 11 ...... ............... .... ...... ............. Project History and Current Status.......................... 1.1 12 P roject P articipants....................................................... ..................................... 1.2 ..... . 12 .............. 1.2.1 Sponsors ..........15 1.2.2 Engineering, Procurement, and Construction (EPC) Consortium....................... ... 17 1.2.3 Constructor and O perator........................................................... .. ........ 1.2.4 T echnology S election ..................................................................... ......... .......... 17 ................................ 18 1.2.5 Objective and Scope of Review ........................................ T he Fa cility ................................................................................................................................... 19 2 .0 19 .................... Description of Site Conditions .................................................. 2.1 2.1.1 Affected Environm ent ........................................................................ ........................ .....19 2.1.2 S ite Location ............................................................................................................... . . 20 ... 2 .1.3 La nd ........... ........... ........ ............................. .......... .... ............. ............. ........ . ......... 2 1 .................. .............. 23 .... The Site and V icinity........................................ 2.1.3.1 Transmission Line Rights-of-Way ......................................................... 25 2.1.3.2 . .................................. ........................... 25 ... .. ... T he R egion ....................... 2 .1.3.3 26 ................................................................................................. ............. ..... 2 .1.4 G e o lo gy ......... ................................... 2 8 y ................................................................................. 2 .1.5 S e ism o lo g 29 ........... . ..................... 2.1.6 Description of Subsurface Materials.............. ................ 32 and Uses .................................................................. 2.1.7 W ater Supply Sources ... 32 .............................. -Surface Water ........................ 2.1.7.1 ...... 33 .................... ... .............. G roundwater............................... 2.1.7.2 ................................. 34 2 .1.8 C onclusio n ................................ ......... ............................ ................... 34 ...................................................................... D escription of Prim ary Facilities 2.2 ........................... 34 ..... ..... ..... .... 2.2.1 Sum m ary Description......................... ...... ................. ...... 35 2.2.2 Description of Primary Facility Structures ................. ............................................ 35 2 .2.2 .1 O verall Layout ........................................................... ......... ............. 35 ........... Nuclear Island Layout............................................ 2.2.2.2 ....... ................... 36 . 2.2.2.2.1 Steel Containment Building .......................... ......37 ................................. ...... ............. 2.2.2.2.2 Shield Building .............. .. ......... ........ 37 ........................ 2.2.2.2.3 A uxiliary Building .................................... Additional Support Buildings ....................................................................... 38 2.2.2.3 . ...... 38 ................ .. .. .................. 2.2.2.3.1 Annex Building................................ ......................... 38 2.2.2.3.2 Diesel G enerator Building.................................................. 2.2.2.3.3 Radw aste Building........................... ................... .................. ...................... 39 ..................... 39 2.2.2.3.4 Turbine Building..................................................................... .......... ................ 39 .. ............ 2.2.2.3.5 River Intake Structure ....................... 2.2.2.3.6 Cooling Tower Structure............................................... ....... ....................... 39 .............................. 39 2.2.2.3.7 Vogtle Site Support Buildings.......................... 2.2.3 Description of Primary Nuclear Systems............................................40 Primary Loop and its Main Characteristics............................................................40 2.2.3.1 40 Reactor Core and Fuel Design............................ ......................................... 2.2.3.2 ......................... 41 Fuel Handling and Transfer Systems...................... 2.2.3.3 ........................................... 41 Reactor Coolant System .................................... 2.2.3.4 .......................41 Reactor Coolant Loop........... .......................................... 2.2.3.4.1 ...42 .................... .2 R eactor V essel ..................................................... 2.2.3.4 ................................ 42 Internals ........................................................ 2.2.3.4.3 R eactor Page 2 of 98

SOUTHERN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtie Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table of Contents

Paae
42 2.2.3.4.4 Steam Generators ....................................... ... ......... .. ............................... .... ... ................................. 43 2.2.3.4.5 P ressurizer ................................................... 43 .......... ............ 2.2.3.4.6 Reactor Coolant Pum ps ......................................................... .... .. .... ........................ 44 2.2.3.4.7 M ain Coolant Lines.................................... .......... ........ ..... 44 ............... M ain Control Room ........................................... 2.2.3.5 ........ ..........44 Passive Safety Systems and Features...................................... 2.2.3.6 .............. 44 Passive core cooling system .............................................................. 2.2.3.6.1 2.2.3.6.2 Passive containment cooling system................................................ .46 .......................... 47 2.2.3.6.3 Main Control Room Emergency Habitability....................... .... 48 .......... Reactor Auxiliary System s ............................................................ 2.2.3.7 2.2.3.7.1 Component Cooling Water System ....................................................48 .... 48 2.2.3.7.2 Service Water System....................................................... 48 2.2.3.7.3 Chemical and Volume Control System ............................................................... .. 2.2.3.7.4 Normal Residual Heat Removal System ..................... ............................ 49 ............................ 50 ..... 2.2.3.7.5 Spent Fuel Pool Cooling System.............................. ........................................ 52 S ide System s ...................................................... 2.2.4 Secondary 2.2.5 A uxiliary System s .......................................................... ............................. ....... .... 52 ............. 53 2.2.6 Instrum entation and Control System s ............................................................. 54 ............... . ....................... System ..................... 2.2.7 Reactor Protection 54 s .... ...... ............................................ ........ 2.2.8 Electrical System Power Supply Systems................................................................54 Operational 2.2.8.1 Safety-Related System s ..................................................... ...................................... 55 2.2.8.2 55 .................. Offsite Power and Transmission Grid.......................................... 2.2.8.3 Nuclear Systems ............................................. 55 2.2.9 Safety Design Basis of Principal ................... .... 55 ................. Stable O peration ................................................... 2.2.9.1 ................................... 55 Physical Plant Boundaries.................................................. 2.2.9.2 ................ 56 Passive Safety-related System s............................................................ 2.2.9.3 ............................. 56 Diversity Within Safety-related Systems............................. 2.2.9.4 56 ..... N onsafety System s .................................................................... 2.2.9.5 .............................. ....................... .56 .................... Containing Core Dam age..... 2.2.9.6 Severe Accidents (Beyond Design Basis Accidents) ....................................... 56 2.2.10

2.2.11

Non-Nuclear System s ......................................................................

...................... 56

............. ...................... .................................. 57 . C onclusion........... . . . ..................... 2.2.12 57 ..................... .......................... ......................... Environmental Assessment and Permits 2.3 .......... ............................... 57 Introduction ..................................................................... 2.3.1 .. .................................................... 58 2.3.2 Description of Site and Vicinity........................ ...... 60 . ............................... 2.3.3 S urface W ater ...................................... .. .... 2.3.4 Groundwater Resources ...................................................................... 60 ............... 61 D escription of Facility ................................................................... 2.3.5 62 ................. ......... ....... 2.3.6 Siting Assessm ent......................... ....... .................... 62 ........ ......................................................... ......... 2.3.7 Construction ...... 64 ............................. .... 2.3.8 Operation ................................... .. .. . . .. .... .................... 65 .. . .. . 2.3.9 C onclusion ............................ ........... 66 . ............................. Regulatory Considerations and Approvals........................... ..... 2.4 .......................... 67 Environmental Permits and Other Authorizations ....................... 2.4.1 ..................... 73 .............................. ........ Air Perm its........................ .......... 2.4.1.1 ....................... 73 .... .. ........... ... .. Water.................. 2.4.1.2 .................................... 73 ..... .. ................................................. Storm water 2.4 .1.3 Page 3 of 98

SOUTNERN A

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table of Contents

Page
.. .... 73 W astew ater ............................... ................ ..... .... ...... ............................. 2.4 .1.4 . ........................ 74 S o lid Waste .................................................................................. 2 .4 .1.5 .. . ............................ ...... ........................ 74 ........ .. W etla nds ...................... 2 .4 .1.6 ............... ............... 74 No ise .............................................................................. 2 .4.1 .7 ...................................... 74 Agency C onsultations...................................................... 2.4.1.8 ....................... 75 ............ NEPA........................ 2.4.1.9 .................... 75 Other Permits and Approvals ................................................. 2.4.1.10 ....................... 76 ... .. .. .. .. Conclusion ................................... ..... 2.4.1.11 ................. 76 P roject A ctivities ......................... .......................... ............. 2.5 2.5.1 Engineering Procurement Construction (EPC) Contract............... ......................................... 76 ................ 77 Project Scope and Location .................................................................. 2.5.1.1 ................... 77 .................... Consortium Responsibilities .............. 2.5.1.2 ..................................... 78 O w ner Responsibilities ..................................................... 2.5.1.3 ................................................ 78 C ha ng e s ................................................................ 2 .5 .1.4 Contract Milestones and Schedule..................................................................79 2.5.1.5 Com m ercial Term s ....................................... ..... ...... .................................... 79 2.5.1.6 79 Pricing ............................................ 2.5.1.7 ............. 79 .. ..... ... Payment Schedule .......................... Payments and 2.5.1.8 Schedule Guarantees and Delay Liquidated Damages ............................................ 80 2.5.1.9 Performance Guarantees and Performance Liquidated Damages........................80 2.5.1.10 ................. 80 Long Lead Procurem ents ................................................................. 2.5.1.11 ................. 80 Term ination and Default ................................................................... 2.5.1.12 .......................................... 80 2.5.2 O ther P roject A ctivities ....................................................... ................. 82 ............ Construction Process ..................................... 2.6 ................ 83 2.6.1 Preconstruction activities ................................................... 2.6.2 S ite P reparation ........................................................................................ 83 2.6.3 Construction of Common Facilities............................. .............................................. 83 2.6.4 Offsite Module Fabrication ......................................................... ........................... 84 2.6.5 O nsite Module Fabrication ....................... .. .................................... ..... ................ 84 ....................................................... 84 2.6.6 AP1000 Construction, LWA Phase ........... ..................................84 Phase ............................. 2.6.7 AP1000 Construction, COL ....... .......... ......................... 84 2.6.8 Modifications to Existing Units................................... ................ ..85 2.6.9 Project Activities and Overall Cost........................... Construction Milestone Schedule................................... ..................... 86 2.6.10 ... 87 Inspections, Tests, Analyses, and Acceptance Criteria ................................... 2.6.11 System Testing and Turnover .............................................................. 87 2.6.12 ................. 88 ........... . ..... ...... NR C O versight.................................. 2.6.13 ......... 90 .......................... .. Conclusion...................... 2.6.14 ..................... 9 0 Fa cility O peratio ns ........................................................................................ 2.7 2.7.1 Expected Capacity and Availability .............................................................. 90 ................................................... 90 2.7.2 Expected Heat Rates and Efficiency....... ................. 2.7.3 Non-Fuel Operating and Maintenance Costs....................................................................91 ........................................................ . . 92 2.7.4 O perator T raining ........................................ 2.7.5 Operations and Maintenance (O&M) Contracts .................................................. 92 2.7.6 Radioactive Waste Management .............................................................................. 93 ........................... 93 Low Level Radioactive Waste Management ..................... 2.7.6.1 Waste Management ............................................... 94 High Level Radioactive 2.7.6.2 ... ....... 94 .............. 2.7.7 Plant Security ......................................... .... .. .. Page 4 of 98

SSouthern Operating Nuclear SOUMTHERN


Y

Company

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table of Contents

Page
2.7.8
2.7.9

Em ergency Planning ..................................................

..............................................

95
96

Fuel Supply Agreements...................................................................................................

2.7.10 C onclusion.............................................. .... ............ ................ .............................. 2 .8 Deco m m issioning ........................................ ........................................................................ 3.0 Oversight and Quality Assurance...................................... ......... ............................... 4.0 Sum m ary Conclusion................ .... . .............. .......................................................................
5.0 R eferences.............................. ................. ........... ..... ...... .....................................

96 96 97 97
.. 98

Page 5 of 98

U
SOUTHERNAm ,

Southern Nuclear Operating Company

TProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project
Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

List of Abbreviations abs ABWR ac ADS ALARA AP1000 ASME ATWS BMP Btu/kWh C CAS CCS CFR cfs Clarks Hill CMT COL COLA Co-Owners CSC CVS CWS Dalton Utilities Absolute General Electric Advanced Boiling Water Reactor Alternating Current Automatic Depressurization System As Low As Reasonably Achievable Westinghouse Advanced Passive Pressurized Water Reactor American Society of Mechanical Engineers Anticipated Transient Without Scram Best Management Practices British Thermal Unit per Kilowatt Hour Celsius Central Alarm Station Component Cooling Water System Code of Federal Regulations Cubic Feet per Second J. Strom Thurmond Lake Core Makeup Tank Combined License Combined License Application GPC, Oglethorpe Power Corporation, The Municipal Electric Authority of Georgia, and Dalton Utilities Communications Support Building Chemical and Volume Control System Circulating Water System The utility company, property and assets operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successor's, successor's-in-title or assigns, including without limitation any successors to the business of Dalton Utilities. Diverse Actuation System Direct Current Design Control Document Data Display and Monitoring System Departure from Nucleate Boiling Department of Natural Resources Department of Energy Exclusion Area Boundary Environmental Impact Statement Environmental Management System Emergency Planning Environmental Protection Agency Engineering, Procurement, and Construction Environmental Protection Division UniStar/AREVA Evolutionary Power Reactor Environmental Report General Electric Economic Simplified Boiling Water Reactor Engineered Safety Features Actuation Systems Early Site Permit Fahrenheit Page 6 of 98

DAS dc DCD DDS DNB DNR DOE EAB EIS EMS EP EPA EPC EPD EPR ER ESBWR ESFAS ESP F

A
SOUTHERNY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This information shall not be released to persons outside DOE, except for

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5
U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f).

persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

FEIS FERC FNP ft ft3 GDNR GDPS GEPD GFE GPC gpm GPSC ha HNP HVAC I&C IC IIS INPO IRWST ITAAC km km 2 kW LCD LOCA LSI LSS LTOP LWA m m3 MCR MEAG mi mi 2 mm MOU MSE MSL MW MWe MWt NEI NEPA NI NMFS NNSA NOx NRC NUREG

Final Environmental Impact Statement Federal Energy Regulatory Commission Joseph M. Farley Nuclear Plant Foot Cubic Feet Georgia Department of Natural Resources Georgia Department of Public Safety Georgia Environmental Protection Division Generic Fundamentals Exam Georgia Power Company Gallons per Minute Georgia Public Service Commission Hectare, 1 Hectare = 2.47 acres Edwin I. Hatch Nuclear Plant Heating, Ventilation, and Air-Conditioning Instrumentation and Control Integrated Circuit In-Core Instrumentation System Institute for Nuclear Power Operation In-Containment Refueling Water Storage Tank Inspections, Test, Analysis, and Acceptance Criteria Kilometer Square Kilometers Kilowatt Liquid Crystal Display Loss of Coolant Accident Large-Scale Integrated Limited Scope Simulator Low Temperature Overpressure Protection Limited Work Authorization Meter Cubic Meter Main Control Room The Municipal Electric Authority of Georgia Miles Square Miles Millimeter Memorandum of Understanding Mechanically Stabilized Earth Mean Sea Level Megawatts Megawatt Electric Megawatt Thermal Nuclear Energy Institute National Environmental Policy Act Nuclear Island National Marine Fisheries Service National Nuclear Safety Administration Nitrogen Oxides Nuclear Regulatory Commission Nuclear Regulatory Commission Regulation Page 7 of 98

soUTMERN,

coMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

O&M OCS Oglethorpe OPC Owners PAP PCCAWST PCCWST PCS pH PLS PMS PRA PRHR HX PWR PXS RCP RCS Report RFP RHR RNS RO RTO RUS RXS S&W SCDHEC SCDNR SCE&G SEC SFS SGS Shaw SHPO SMS SNC SO 2 Southern Company SPCC SRO SRS SWS TDEC Toshiba TSC UDEQ Upper Three Runs USACE USDOT

Operating and Maintenance Operations and Control Centers System Oglethorpe Power Corporation Oglethorpe Power Corporation Georgia Power Company, Oglethorpe Power Corporation, The Municipal Electric Authority of Georgia, and Dalton Utilities Personnel Access Point Passive Containment Cooling Auxiliary Water Storage Tank Passive Containment Cooling Water Storage Tank Passive Containment Cooling System Potential of Hydrogen Plant Control System Safety Monitoring System Probabilistic Risk Assessment Passive Residual Heat Removal Heat Exchanger Pressurized Water Reactor Passive Core Cooling System Reactor Coolant Pumps Reactor Coolant System Independent Engineer's Report Request for Proposals Residual Heat Removal Normal Residual Heat Removal System Reactor Operator Regional Transmission Organization Rural Utilities Service Reactor System Stone & Webster, Inc. South Carolina Department of Health and Environmental Control South Carolina Department of Natural Resources South Carolina Electric and Gas Company United States Securities and Exchange Commission Spent Fuel Pool Cooling System Steam Generator System The Shaw Group, Inc. State Historic Preservation Office Special Monitoring System Southern Nuclear Operating Company, Inc. Sulfur Dioxide The Southern Company Spill Control and Countermeasure Senior Reactor Operator Savannah River Site Service Water System Tennessee Department of Environment and Conservation Toshiba Corporation Technical Support Center Utah Department of Environmental Quality The Cretaceous, Tertiary, and Water Table United States Army Corps of Engineers United States Department of Transportation Page 8 of 98

A
S OMUPTHE NA COMPAIN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

USFWS
USGS

United States Fish and Wildlife Service


United States Geological Survey

VEGP
VES WEC

Vogtle Electric Generating Plant


Main Control Room Emergency Habitability System Westinghouse Electric Company LLC

Westinghouse
WGS

Westinghouse Electric Company LLC


Gaseous Radwaste System

WLS
WMA wt%

Liquid Radwaste System


Wildlife Management Area Weight Percent

Page 9 of 98

SOUTHERNMA

PSouthern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

COMPThis page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5

1.0

Introduction Georgia Power Company (GPC) is a wholly-owned subsidiary of The Southern Company, a Delaware corporation. The Company was incorporated under the laws of the State of Georgia on June 26, 1930. The Company is engaged in the generation and purchase of electric energy and the distribution and sale of such electricity within the State of Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus, Macon, Rome and Savannah), as well as in rural areas, and at wholesale currently to 30 rural cooperative associations within Georgia, Dalton Utilities, the City of Hampton and to other utilities and rural cooperatives located outside of Georgia. GPC is regulated by the Georgia Public Service Commission (GPSC), the Federal Energy Regulatory Commission (FERC), U.S. Securities and Exchange Commission (SEC) and the Nuclear Regulatory Commission (NRC). The Company currently owns and operates forty-nine existing coal-fired, nuclear, combined-cycle, combustion turbine, and hydroelectric facilities within the State of Georgia. In order to continue to provide reliable, cost effective electric service to regulated retail customers throughout its service territory, GPC is currently pursuing the construction of two additional nuclear generating units at the Vogtle Electric Generating Plant (VEGP) site. As is the case for the current nuclear units at the VEGP site (Vogtle Units 1 & 2), the two additional units (Vogtle Units 3 & 4) will be co-owned, on an undivided interest basis, by GPC in conjunction with OPC, MEAG and the City of Dalton, Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners (Dalton Utilities or Dalton, and together with OPC and MEAG the Co-Owners, together with GPC, the Owners). The Owners have a long history of owning several generating facilities on an undivided interest basis, as demonstrated by the following chart: Plants Hatch Rocky Mtn. Scherer Vogtle
Wansley Wansley, C.T.

Units 1 &2 1-3 1 &2 1 &2


1 &2 5A

OPC 30 74.6 60 30
30 30

MEAG 17.7 30.2 22.7


15.1 15.1

Dalton 2.2 1.4 1.6


1.4 1.4

Georgia
Power

Total kW
Capacity

50.1 25.4 8.4 45.7


53.5 53.5

1,795,633 847,465 3,272,000 2,320,000


1,730,000 49,200

The ownership percentages of each of the Owners for VEGP Units 3 & 4 will match those of VEGP Units 1 & 2. GPC will own 45.7% of the new units, with OPC owning 30%, MEAG owning 22.7%, and Dalton owning 1.6%. If certified by the GPSC and licensed by the NRC, Southern Nuclear Operating Company (SNC) will construct and operate the new VEGP Units 3 & 4 on behalf of GPC and the Co-Owners.. The two Westinghouse AP1000 units, with a capacity of approximately 1,100 megawatts each, would be constructed at the VEGP site near Waynesboro, Georgia and would be placed in service in 2016 and 2017.

Page 10 of 98

so SOUTHERN ,
cOMPANY

HE

Southern Nuclear Operating Company

,&

oanProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

1.1

Project History and Current Status GPC's development of VEGP Units 3 & 4 began in 2004 with the formation of the NuStart consortium for new nuclear energy development due to GPC's future generation needs or support of the GPC's development control, and intensified after the 2005 passage of the Energy Policy Act, which contained several incentives for new nuclear unit construction and operation. VEGP Unit 3 & 4 project progress to date includes: * 2004: Founding member of NuStart Energy Development, LLC, a consortium designed to foster development of new nuclear generation facilities in the United States January 2006: Memorandum of Understanding signed with Westinghouse Electric Company, LLC August 2006: Early Site Permit (ESP) Application filed with NRC July 2007: GPSC approved the 2007 Integrated Resource Plan (IRP) of GPC, which included new nuclear units as a preferred generation option for the 2016-2017 timeframe August 2007: ESP Application amended to include Limited Work Authorization (LWA) application with NRC March 2008: Combined License Application (COLA) submitted to NRC April 2008: Engineering, Procurement, and Construction (EPC) agreement reached between Westinghouse Electric Company, LLC, SHAW Stone and Webster, Inc., and GPC, acting as agent on behalf of the Co-Owners May 2008: GPC submitted the construction of VEGP Units 3 and 4 as the Company's self-build proposal in response to a request for proposals (RFP) for electric generating capacity beginning in 2016 - 2017. No outside bids were received during that RFP August 2008: GPC submitted an application for a certificate of public convenience and necessity for VEGP Units 3 and 4 August 2008: NRC Issued Final Environmental Impact Statement (FEIS) for ESP Application September 2008: GPC responds to DOE solicitation for applications for Loan Guarantees for new nuclear units November 2008: NRC Issued Advance Final Safety Evaluation Report for ESP application

* *

* *

* *

Page 11 of 98

SOUSouthern SOUTHERNA _ Proposed Nuclear Units - Vogtie Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Nuclear Operating Company

The new VEGP Units are currently undergoing several necessary regulatory reviews. These include: * * * * GPSC certification, with an expected resolution by March 2009 ESP application review by NRC, with resolution expected by September 2009 LWA application review by NRC, with expected resolution by September 2009 COLA review by NRC, with expected resolution by September 2011

Upon successful completion of these regulatory reviews, construction on VEGP Units 3 & 4 is expected to commence. This process is anticipated to include the pouring of first concrete in October 2011, startup testing in October 2015, and commercial operation in April 2016 for Unit 3. Unit 4 will follow approximately one year behind the Unit 3 schedule. 1.2 Project Participants 1.2.1 Sponsors * * * * GPC Dalton Utilities MEAG OPC

GPC, a wholly owned subsidiary of The Southern Company (Southern Company), is a vertically integrated utility company providing electricity to regulated retail customers in Georgia and wholesale customers within the southeastern United States. GPC is engaged in the generation and purchase of such electricity as well as the transmission and distribution of such electricity within the State of Georgia. GPC serves over 2.25 million customers in all but four of Georgia's 159 counties. GPC is the largest of the four Southern Company Operating Companies and historically has rates well below the national average. GPC is also engaged in the transmission, distribution and sale of electricity at the wholesale level to 30 rural cooperative associations within Georgia, Dalton Utilities, the City of Hampton and to other utilities and rural cooperatives located outside of Georgia. In July 2006, Savannah Electric, formerly a wholly owned subsidiary of Southern Company, was merged with and into GPC. GPC is regulated by the GPSC, the FERC, and the NRC. The Company currently owns and operates forty-nine existing coal-fired, nuclear, combined-cycle, combustion turbine, and hydroelectric facilities within the State of Georgia. GPC plans to co-own VEGP Units 3 & 4 with OPC, The MEAG and the City of Dalton, Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners (Dalton Utilities or Dalton, and together with OPC and MEAG the Co-Owners). GPC or its agent, Southern Nuclear, will perform all environmental permitting and compliance activities necessary to obtain authorizations to construct and operate VEGP Units 3 and 4.

Page 12 of 98

A
SOUTHERNY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

GPC has invested more than $1 billion in environmental controls to reduce emissions from its generation sites since 1990. Over the next decade GPC expects to invest more than $4 billion in emissions control technologies. GPC is also an active participant in the U.S. DOE's Clean Coal Technology program, having pioneered new computer software that automatically reduces nitrogen oxide (NOx) emissions, improves the performance of fossil fuel-fired plants and reduces the amount of coal its plants burn. Coal accounts for most of GPC's generating capacity. GPC generates energy from two nuclear plants in Georgia - Plant Hatch and Plant Vogtle. GPC ranks in the top quartile for customer satisfaction among peer utilities and has been cited on several occasions by J.D. Power and Associates. GPC has invested more than $4 billion in transmission and distribution (power lines) since 1991 and more than $1 billion in environmental controls since 1990. Through the years, GPC has received numerous awards for contributions to the state's economic development. Credited with playing a key role in pulling almost $2 billion in new capital investment projects and more than 14,000 new jobs into Georgia in 2007, GPC's Community and Economic Development organization was ranked as one of the best in the world for the ninth straight year by Site Selection magazine. GPC's Georgia Power Foundation has contributed more than $83 million to qualifying nonprofit agencies since its inception in 1986. Over the past five years, the company has contributed an additional $14 million to various community projects. GPC supports an array of environmental projects. The company actively promotes environmentally sound generation and funds research and development for advanced energy technologies. GPC will invest more than $4 billion in additional environmental controls over the next decade. These investments will be in addition to the nearly $1 billion the company has already invested since 1990, which resulted in a nearly 40% reduction in S02 and NOx emissions. GPC is also building and enhancing habitats for wildlife and are involved in numerous company-supported programs that educate the public about the environment and energy conservation. GPC is the largest non-government provider of recreation facilities in the state of Georgia. The company is responsible for 14 reservoirs throughout Georgia, including some 60,000 acres of lakes, 1,350 miles of shoreline and dozens of parks developed for family enjoyment. In addition to these facilities, the company leases about 30,000 acres of prime hunting land to the state of Georgia for use as wildlife management areas operated by the Wildlife Resources Division of the Department of Natural Resources.

Page 13 of 98

SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for

persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

As discussed previously, GPC is a wholly owned subsidiary of Southern Company, which is a large utility holding company and parent of the Operating Companies, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. These four Operating Companies provide electric service to over four million retail customers in four different states. The service territories of the Operating Companies in the southeastern United States encompasses more than 120,000 square miles of spanning parts of Alabama, Georgia, Florida, and Mississippi. The size of Southern Company's service territory makes it the largest wholesale power provider in the southeastern United States. The Southern Company system also includes approximately 26,000 miles of transmission lines and 297 generating units with more than 34,000 MW of generating capacity. Southern Company is also the parent of Southern Power, which is also an operating public utility company. Southern Power constructs, acquires, owns, and manages generation assets and sells electricity at market-based rates in the wholesale market. Southern Company also owns all the outstanding common stock or membership interests of SouthernLINC Wireless, Southern Nuclear, Southern Company Services (SCS), Southern Holdings and other direct and indirect subsidiaries. Dalton Utilities is a multi-utility company which provides power and telecommunications services to residents and businesses in Dalton, Georgia and surrounding areas. Dalton distributes electricity to more than 14,520 customers, natural gas to 9,000 customers, and water to about 34,500 customers. Dalton also has power generation operations and provides wastewater collection and treatment services. The utility's OptiLink division provides telephone, cable TV, and Internet access services. MEAG supplies wholesale electric power to customers in the state of Georgia. MEAG has a generating capacity of 2,069 MW through its interests in nuclear and fossilfueled plants, with about 43% of the energy MEAG delivers coming from its nuclear plants. MEAG transmits electricity to 49 municipal distribution systems across Georgia that in turn serve approximately 600,000 consumers. MEAG utilizes a transmission network that is co-owned by all the power suppliers in Georgia. MEAG Power also monitors and advocates on energy issues at the state and federal levels on behalf of its customers. Beyond MEAG's core functions, the company serves its customers through two business units, Distribution Services and Marketing Services. Distribution Services provides technical support, training and safety consultation, joint purchasing and web-based management applications. Marketing Services offers enhanced support in formulating pricing strategies, working with existing industry initiatives, and implementing major account programs. MEAG is governed by a nine-member Board of Directors that meets monthly. Members are elected to three-year terms by an elections committee, which consists of one representative from each Participant community. All Board members are volunteers. In 2008, a number of MEAG Power Participants signed Power Purchase Agreements to take a certain percentage of generation from the new Vogtle nuclear units when they are put in service.

Page 14 of 98

SOUTHERN
COMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project
Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation. This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5

OPC, owned by 38 retail electric distribution cooperative members, was established in 1974 and is headquartered in Tucker, Georgia. OPC is owned by 38 of the 42 nonprofit EMCs located in the state of Georgia. OPC is the largest power supply cooperative in the United States, with approximately $5 billion in assets. OPC's principal business is providing wholesale electric power to its cooperative members. The members are local consumer-owned distribution cooperatives providing retail electric service on a not-for-profit basis. In general, the customer base of its cooperative members consists of residential, commercial and industrial consumers within specific geographic areas. OPC's cooperative members serve approximately 4.1 million electric consumers in the state of Georgia. OPC's diverse energy portfolio includes natural gas, hydroelectric, coal, and nuclear generating plants with combined generating capacity of approximately 4,700 MW, as well as purchased power. The Oglethorpe Power Board consists of 13 members who are EMC Directors or Managers, plus one Outside Director. 1.2.2 Engineering, Procurement, and Construction (EPC) Consortium The Owners have entered into a consortium of: * * Westinghouse Electric Company LLC (WEC, or Westinghouse). Stone & Webster, Inc. (S&W)

Additional information on the EPC contract is contained in a later section. WEC, a group company of Toshiba Corporation since 2006, is the world's pioneering nuclear power company and is a leading supplier of nuclear plant products and technologies to utilities throughout the world. The company design nuclear power plants and supplies many of the components. WEC also manufactures and supplies the commercial fuel products needed to run the plants. It offers training, engineering, maintenance, and quality management services. In addition, WEC has research and technology operations. WEC's customer base includes utilities and industrial companies. Westinghouse is engaged in the business of designing, developing, supplying and testing the commercial nuclear facilities at VEGP Units 3 and 4 and has developed the pressurized water nuclear power plant known as the AP1000 for which the US NRC has issued a final design certification. Today, WEC technology is the basis for approximately one-half of the world's operating nuclear plants, including 60 percent of those in the United States. In concert with S&W, a subsidiary of The Shaw Group, Inc, Westinghouse will supply the AP1000 units that will be used for VEGP Units 3 & 4. Stone & Webster (S&W) is an engineering services company based in Stoughton, Massachusetts. S&W was founded as an electrical testing lab and consulting firm. S&W was acquired by The Shaw Group in 2000. Today, S&W provides engineering, construction, environmental services, and plant operation and maintenance. The company has long been involved power generation projects and has worked on many U.S. nuclear power plants. The Shaw Energy and Chemicals division now encompasses S&W branded technology.

Page 15 of 98

OUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

S&W, a subsidiary of the Shaw Group, Inc, is a leading global constructor, and will be engaged in the business of designing and constructing the power generation facilities at VEGP Units 3 and 4. In concert with WEC, S&W will supply the AP1000 units that are the subject of the GPC Vogtle Application. In July 2000, the assets of S&W were acquired by The Shaw Group, Inc (Shaw), who is also a 20% owner of WEC. Shaw is a leading global provider of technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services for government and private sector clients in the energy, chemicals, environmental, infrastructure and emergency response markets. As previously stated, S&W is a subsidiary of Shaw. Shaw is a diverse engineering, technology, construction, fabrication, environmental and industrial services company. Shaw's customer base is diverse and includes multi-national oil companies and industrial corporations, regulated utilities, independent and merchant power producers, government agencies and other equipment manufacturers. Shaw delivers its services from over 150 locations, including 19 international locations. Shaw's business segments include Fossil and Nuclear, Environmental and Infrastructure, Energy and Chemicals, Maintenance, Fabrication and Manufacturing and investment in Westinghouse. Toshiba Corporation (Toshiba) is headquartered in Tokyo, Japan and is a diversified manufacturer and marketer of advanced electronic and electrical products, spanning information and communications equipment and systems, Internet-based solutions and services, electronic components and materials, power systems, industrial and social infrastructure systems, and household appliances. Toshiba was established in 1875 by Hisashige Tanaka. As of March 2008, Toshiba employed approximately 198,000 people and had approximately 375,000 shareholders. Toshiba currently has about $67 billion worth of total assets and has about $11 billion worth of shareholder's equity. Toshiba is involved in five business segments: Digital Production, Electronic Devices, Social Infrastructure, Home Appliance, and Others. The Digital Products segment offers cellular phones, hard disc devices, optical disc devices, liquid crystal televisions, camera systems, DVD players and recorders, personal computers and business phones, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large-scale integrated (LSI) circuits for image information systems and liquid crystal displays (LCDs). The Social Infrastructure segment offers various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems. The Home Appliance segment offers refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment. The Others segment leases and sells real estate.

Page 16 of 98

S N SOUTHEMRNAL COMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

1.2.3

Constructor and Operator SNC, a wholly owned subsidiary of Southern Company, is engaged in the operation of nuclear power plants on behalf of Southern Company and its subsidiaries. SNC was organized in 1990 for the purpose of operating nuclear facilities owned by other subsidiaries of Southern Company. SNC operates three nuclear power plants, which combined to provide more than 20% of the electricity used in Alabama and Georgia. SNC operates the Edwin I. Hatch Nuclear Plant (HNP), Units 1 and 2; and VEGP, Units 1 and 2 and the Joseph M. Farley Nuclear Plant (FNP) Units 1 and 2. The combined electric generation of the three plants is in excess of 6,000 megawatts (MWs). Additionally all three SNC plants are certified wildlife habitats and home for deer and many other plants and animals. SNC is the applicant for two combined licenses (COLs) with the NRC and will construct and operate the new VEGP Units 3 and 4 on behalf of the Owners. SNC has entered into agreements with GPC (and GPC with the Co-Owners) to provide SNC the authority to apply for and hold these COLs, and to operate the facilities on each Owner's behalf. SNC is granted the authority, on behalf of the Owners, to manage all aspects of plant construction and operation including but not limited to management of the construction of VEGP Units 3 and 4, control of the exclusion area, security, and emergency planning.

1.2.4

Technology Selection Southern Nuclear reviewed the viability and cost effectiveness of the competing nuclear technologies. Southern Nuclear identified, reviewed, and evaluated the available or otherwise viable technologies; performed appropriate "due diligence" reviews of vendors and technologies; solicited indicative scope, cost, pricing, potential maintenance and operation cost, decommissioning cost, schedule and commercial terms and conditions information from identified vendors; and assessed information related to the financial capacity or ability of the vendors. With that information, Southern Nuclear made recommendations on the technology available and preferred choice for the first unit(s). The following technologies were reviewed: * * * * The Westinghouse Advanced Passive Pressurized Water Reactor (AP1000); The General Electric Economic Simplified Boiling Water Reactor (ESBWR); The General Electric Advanced Boiling Water Reactor (ABWR); and The UniStar/AREVA Evolutionary Power Reactor (EPR).

Westinghouse, General Electric, and Areva are the leading suppliers of nuclear systems in the United States and throughout the world. Both the AP1000 and the ESBWR take advantage of the new passive safety systems, described in Section 2.2. Other technologies were considered more conceptual, less mature, or further from regulatory approval.

Page 17 of 98

SOUTHERNA

COMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

A technical evaluation was conducted by an interdisciplinary group within Georgia Power and Southern Company. It considered the then-current state of design, engineering and regulatory approvals of the various technologies and concluded that the AP1000 was the preferred choice. While all the technologies were considered viable, the AP1000 afforded greater assurance of successful deployment after regulatory approvals. More U.S. utilities have selected the AP1000 than any other nuclear technology. At present SNC is aware of five other utilities (Duke Energy Carolinas, Progress Energy, Florida Power and Light, Tennessee Valley Authority and South Carolina Electric and Gas Company ("SCE&G") in addition to GPC and its Co-owners that have announced intentions to construct collectively 14 AP1000s at various sites throughout the Southeast. 1.2.5 Objective and Scope of Review The objective of SNC review is to provide the Department of Energy (DOE) with an opinion as to whether the technical documentation required to support a Title XVII Loan Guarantee Agreement in the aggregate principal amount of up to $5.5 billion with respect to the 45.7% undivided ownership interest of GPC in VEGP Units 3 & 4: (1) provides for technically feasible projects; (2) is consistent with the technical and commercial terms and permitting requirements of similar projects with which we are familiar; and (3) supports the conclusions offered in this Engineer's Report. Specifically, SNC's scope of services includes a review and comment on the VEGP Units 3 & 4's siting and permitting, engineering and design, contractual requirements and arrangements, environmental compliance, testing and commissioning, and operations and maintenance. The purpose of this Report is to summarize SNC's review of the VEGP Units 3 & 4 and the documentation received and reviewed, and to advise of the status of any technical, licensing, or environmental issues which would appear to affect the viability of the Westinghouse AP1000 design with respect to it being installed and safely and efficiently operated at the Vogtle site. The Report is solely for the information of and assistance to the DOE in connection with a Title XVII Loan Guarantee Agreement of the debt issued to support construction of GPC's undivided interest in VEGP Units 3 & 4 and should not be relied upon for any other purpose or by any other party, unless authorized by SNC. The scope of this review is limited to engineering, environmental and operations issues, and permit status and does not address legal, regulatory, or financial aspects. SNC's review of AP1000 and opinion was conducted through discussions with various GPC and Southern personnel, site visits, interaction with the NRC and the industry (e.g. Nuclear Energy Institute, INPO, NuStart, AP1000 Builder's Group) including various materials developed in those forums, and review of the documentation listed in the Reference section in this Report.

Page 18 of 98

SOUTm NA M

Tis

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.0 2.1

The Facility Description of Site Conditions

The Westinghouse API000TM

Building

Fuel Handling Area (Aux. Bidg.) Annex Buldk Radwaste Building

AP01000

2.1.1

Affected Environment The site proposed for an ESP is located in Burke County, Georgia, within the existing boundaries of the current Vogtle Electric Generating Plant (VEGP). The VEGP
property is owned by GPC (GPC), OPC, MEAG, and the city of Dalton (Dalton

Utilities). The site is located on the shores of the Savannah River approximately 24 km (15 mi) east-northeast of Waynesboro, Georgia, and 42 km (26 mi) southeast of Augusta, Georgia. Two operating nuclear generating units (Units 1 and 2) are currently located on the VEGP site.

Page 19 of 98

SOUTMHERN

YA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.1.2

Site Location Southern's proposed location for the proposed VEGP Units 3 and 4 is within the VEGP site (Figure 1). The center line of the proposed VEGP Units 3 and 4 would be located approximately 1700 ft west and 400 ft south of the center of Unit 2 containment building. Unit 4 would be located approximately 800 ft west of Unit 3. The VEGP site is located in rural Burke County, Georgia. The nearest population center that has more than 25,000 residents is Augusta. Figure 2 shows the location of VEGP in relationship to the counties and important cities and towns within an 80-km (50-mi) radius of the site. The VEGP site is generally bounded by River Road, Hancock Landing Road, and the Savannah River. Access to the site is from River Road. Barge access is available from the Savannah River, and a railroad spur runs to the site from the Norfolk Southern Savannah-to-Augusta track. The community of Girard is located approximately 13 km (8 mi) to the south. Rhodes Air Ranch, a privately owned airstrip, is located north of the VEGP site. The VEGP site occupies approximately 1282.5 ha (3169 ac) of land, and it is located directly across the Savannah River from the U.S. DOE's Savannah River Site.

Page 20 of 98

SOUTHERN A

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.1.3

Land Section 2.1.3.1 describes the site and the vicinity around the site. Section 2.1.3.2
discusses the existing and proposed transmission line rights-of-way. Section 2.1.3.3 discusses the region, defined as the area within 80 km (50 mi) of the VEGP site

boundary.
G E O R G I A SSO U T H A R O L IN

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Figure 1, Proposed VEGP Site Footprint

Page 21 of 98

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soUTHMMRNAl

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

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Figure 2, The VEGP Site and the 80-km (50-mi) Vicinity

Page 22 of 98

SOUTHERNpA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.1.3.1

The Site and Vicinity The VEGP site comprises 1282.5 ha (3169 ac) in an unincorporated area of Burke County, Georgia. The VEGP site, including the planned footprint for the proposed VEGP Units 3 and 4, is shown in Figure 1. The VEGP site contains two existing nuclear generating units, VEGP Units 1 and 2, which are licensed by the U.S. NRC and have a combined net electric generating capacity of 2297 MWe. Unit 1 began commercial operation in March 1987, and Unit 2 began commercial operation in March 1989. The oil-fired Plant Wilson is also located on the VEGP site. Plant Wilson is a 354 MWe peaking power generating facility owned by GPC. Together, the two existing nuclear units, Plant Wilson, auxiliary facilities such as the training center, and transmission line rights-of-way occupy approximately 320 ha (800 ac) of the VEGP site. The remaining VEGP site includes approximately 661.3 ha (1634 ac) of pine forest, 247.7 ha (612 ac) of hardwood forest, and 38.8 ha (96 ac) of open areas including mowed grass. Several small ponds and three small unnamed streams are located on the VEGP site. The VEGP site boundary is located on a bluff adjacent to the southwest bank of the Savannah River. The centerline of proposed VEGP Units 3 and 4 would be approximately 1700 ft west and 400 ft south of the center of the existing Unit 2 containment building. The Unit 4 containment building would be approximately 800 ft west of the Unit 3 containment building. The 803-km2 (310-mi 2) Savannah River Site is located immediately across the Savannah River from the VEGP site. The Savannah River Site has restricted access that is controlled by the DOE and its contractors. The VEGP site is approximately 24 km (15 mi) east-northeast of Waynesboro, the county seat of Burke County, and 42 km (26 mi) southeast of Augusta, Georgia. Features within a 10-km (6-mi) radius of the VEGP site are shown in Figure 3. Most of the VEGP site is separated from the Savannah River floodplain by steep
bluffs. The Savannah River is not a wild and scenic river as that term is defined

in Title 36 of the Code of Federal Regulations (CFR) 297.3.

Access to the VEGP site is from River Road to the east of the site on a spur road owned by the VEGP site owners (Figure 3). A railroad spur runs to the VEGP site from the Norfolk Southern Savannah-to-Augusta track: No natural gas pipelines traverse the VEGP site. Currently, no zoning applies to the VEGP site. The GPC maintains a land management plan for the VEGP site. None of the site constitutes prime farmland as that term is defined by the U.S. Department of Agriculture Natural Resources Conservation Service at 7 CFR 657.5(a). No mineral deposits or mines occur in Burke County.

Page 23 of 98

SSouthern Nuclear Operating Company


comPmNY
TSOUTHEhpRN e i Proposed

Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for
persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5

Aiken

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Lakes and Rivers

.. Site Boundary Wildlie Mgmt Area

0 0.5 1

3 Miles

Figure 3, The VEGP Site and the 80-km (50-mi) Vicinity The topography in the vicinity of the VEGP site consists of low rolling hills with elevations ranging from 24 m (80 ft) to 91 m (300 ft) above mean sea level (MSL). The vicinity of the VEGP site on the Georgia side of the Savannah River is primarily rural undeveloped land with a few homes and small farms. The 3160ha (7800-ac) Yuchi Wildlife Management Area (WMA) managed by the Georgia Department of Natural Resources (GDNR) is south of the VEGP site (Figure 3). The GPC provides access to the Savannah River at a boat landing immediately downstream of the VEGP site.

Page 24 of 98

Th

SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Approximately 46 percent of the land in Burke County is agricultural, 43 percent is forest, and 9 percent are wetlands. Burke County is not within the portion of Georgia covered by the Coastal Zone Management Act. 2.1.3.2 Transmission Line Rights-of-Way The existing transmission system supporting VEGP Units 1 and 2 has two 500kV lines and four 230-kV transmission lines in four rights-of-way. An additional 230-kV transmission line to Plant Wilson can provide offsite power to the VEGP site in case of emergency. The existing transmission system in the vicinity of the VEGP site is shown in Figure 3. The Scherer 500-kV transmission line right-of-way generally runs west from the VEGP site to Plant Scherer, north of Macon, Georgia. The Scherer transmission line right-of-way is approximately 248 km (154 mi) long and 46 m (150 ft) wide in most areas, although it is up to 120 m (400 ft) wide in some locations. The Thalmann 500-kV transmission line right-of-way generally runs to the south of the VEGP site to the West Mclntosh substation north of Savannah, Georgia. The Thalmann right-of-way is approximately 256 km (159 mi) long and 46 m (150 ft) wide. The South Augusta right-of-way contains three 230-kV transmission lines. The right-of-way runs north from the VEGP site to the Goshen and Augusta Newsprint substations. Two lines run approximately 31 km (19 mi) to the Goshen substation in a 83.8-m (275-ft) wide right-of-way. A third line runs 27 km (17 mi) in the South Augusta right-of-way and then branches off for approximately 5 km (3 mi) to the Augusta Newsprint substation in a 30- to 38.1-m (100- to 125-ft)wide right-of-way. The South Carolina Electric and Gas (SCE&G) right-of-way contains a 230-kV transmission line. The right-of-way runs north and east for 7.2 km (4.5 mi), crosses the Savannah River, and then runs an additional 27 km (17 mi) to a substation operated by SCE&G on the Savannah River Site. The portion of the right-of-way in Georgia is 38.1 m (125 ft) wide; the portion in South Carolina is 30 m (100 ft) wide. 2.1.3.3 The Region The region surrounding the VEGP site is shown in Figures 2 and 3. Waynesboro, the County Seat of Burke County, and the Burke County communities of Girard and Sardis are shown in Figure 2. The principal highways, parks, wildlife refuges, national forests, and military installations in proximity to the VEGP site are also shown in Figures 2 and 3. There are no tribal lands for Federally recognized Indian Tribal entities within the region. All or portions of 16 counties in Georgia and 12 counties in South Carolina are within 80 km (50 mi) of the VEGP site. Seventy-nine percent of employees currently working at the VEGP site reside in Burke, Columbia, and Richmond Counties in Georgia. Land use within these three counties is shown in Table 1.

Page 25 of 98

SOUTHERNA

COMPANY

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

SSouthern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Table 1, Land Use in Acres in Burke, Columbia and Richmond Counties Columbia County Richmond County Burke County (2003) (2000) (1990) Land Uses 54,328 43,172 25,767 Residential Commercial Industrial Transportation/ Communications/ Utilities Public/Institutional Parks/Open Space/ Conservation Agriculture/Forestry/ Undeveloped 731 201 No data 2,416 2,211 7,671 5,772 9,402 11,893

9,254 No data 440,307 (includes open space)

4,322 10,304 126,727

52,890 5,903 70,020

2.1.4

Geology The VEGP site lies within the Coastal Plain Physiographic Province, and is approximately 48 km (30 mi) southeast of the Fall Line, which represents the transition between the Piedmont and Coastal Plain Physiographic Provinces (Figure 4). The Coastal Plain province is a wedge of unconsolidated and semi-consolidated sediments that increases in thickness as it extends to the southeast from the contact with the Piedmont to the edge of the continental shelf. The thickness of Coastal Plain sediments varies from less than 60 m (200 ft) at the Fall Line to 1200 m (4000 ft) at the coastline, and is approximately 300 m (1000 ft) thick at the VEGP site. Sediments below the site range in age from Cretaceous at depth to Quaternary at the surface. The Coastal Plain sediments are underlain by bedrock consisting of sedimentary Triassic basin rock and Paleozoic crystalline rock. A surface topography of gently rolling hills at the VEGP site ranges in elevation from 24 m (80 ft) above MSL to nearly 91 m (300 ft) above MSL in the immediate vicinity of the VEGP site. Developed portions of the site have ground surface elevations of approximately 67 m (220 ft) above MSL. The Savannah River has incised the Coastal Plain sediments and formed steep bluffs exhibiting topographic relief of nearly 46 m (150 ft) from the river (approximately 24 m [80 ft] above MSL) to the developed portions of the existing VEGP site. Alluvial material that forms the floodplain of the Savannah River is 1.8 to 3.0 m (6 to 10 ft) above the river. U.S. Geological Survey (USGS) documentation on the mineral industry of Georgia and South Carolina indicates that there are no major production areas for mineral resources in Burke County, Georgia. Neighboring counties with mineral resources are Richmond County, Georgia, which produces crushed stone, common clay, construction sand and gravel, and kaolin; Jefferson County, Georgia, which produces kaolin and Fuller's earth, and Aiken County, South Carolina, which produces construction sand and gravel, kaolin, crushed stone, and common clay. Other neighboring counties are not noted for major mineral production areas. Page 26 of 98

E A SOUTHEhmMrN

Southern Nuclear Operating Company


c nA Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project
Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

W4 0T?(n

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50

100

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Figure 4, Physiographic Map

Page 27 of 98

COMPANY

MUTHERNY

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

2.1.5

Seismology The seismic hazard analysis conducted by EPRI (NP-6395-D 1989) relied on an analysis of historical seismicity in the Central and Eastern United States (CEUS) to estimate seismicity parameters (rates of activity and Richter b-values) for individual seismic sources. A comprehensive review of available geological, seismological, and geophysical data has been performed for the VEGP ESP site region and adjoining areas. The historical earthquake catalog used in the EPRI analysis was complete through 1984. The earthquake data for the site region occurring since 1984 was reviewed and used to update the EPRI catalog. Six primary seismic sources were identified and characterized. All six of these primary seismic sources are located within the site region (200 mi). They are: * * * * * * Charleston Area (H) Charleston Faults (N3) Atlantic Coastal Region (BZ4) S Appalachians (BZ5) SE Appalachians (F) NW South Carolina (G)

Since publication of the EPRI seismic source model, significant new information has been developed for assessing the earthquake source that produced the 1886 Charleston earthquake. This new information was used to inform the seismic analysis, performed at the VEGP site. From this analysis, the VEGP response spectras (GMRS and FIRS) were developed and compared to the AP1000 design response spectra (CSDRS) to assure suitability of this technology. The response spectra are determined in the free-field on the ground surface. This comparison of the horizontal response spectra is shown below.

Page 28 of 98

SOurN

Aune

gmuec s Proposed

Southern Nuclear Operating Company Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Comparisons of VEGP Horizontal Seismic Response Spectra to AP1000 CSDRS 5% Damping

1.00

0.90-0.80

0.60.

0. o4_
0.10

FRS_..

Frequency - Hertz

As can be seen, the VEGP response spectra exceeds the AP1000 design spectra at two locations - those being at approximate 0.55 hertz and then above 8 hertz. Both of these exceedences have been thoroughly analyzed by both SNC and the NRC and found not be a concern. In the low hertz case, the only affected part of the plant from this exceedance is the additional "sloshing" of the water tank on the top of
containment. On the high end, some additional relay chatter may be expected but this

is being accounted for in the AP1000 design. 2.1.6 Description of Subsurface Materials The site soils and bedrock are divided into five strata (Upper Sand Stratum, Marl Bearing Stratum, Lower Sand Stratum, Dunbarton Triassic Basin bedrock, and Paleozoic Crystalline bedrock), which correspond to the three soil groups plus the two bedrock units: * Upper Sand Stratum (Barnwell Group) - predominantly sands, silty sands, and clayey sands with occasional clay seams, soft zones, and shell zones. A shelly limestone (Utley Limestone) layer was encountered at the base of the Upper Sand Stratum or the top of the Blue Bluff Marl. The limestone contains shell zones, solution channels, cracks, and discontinuities. Severe fluid loss was observed in this layer during drilling for the ESP and COL subsurface investigations. Marl Bearing Stratum (Blue Bluff Marl or Lisbon Formation) - slightly sandy, cemented, over consolidated, calcareous silt and clay with some shells and partially cemented, well indurated layers. Lower Sand Stratum (comprises several formations from the Still Branch just beneath the Blue Bluff Marl to the Cape Fear just above the Dunbarton Triassic Basin rock) - fine-to coarse sand with interbedded silty clay and clayey silt.

Page 29 of 98

SOUTHERNIAs

COMPANY

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

* *

Dunbarton Triassic Basin Rock - red sandstone, breccia, and mudstone, weathered through the upper 120 ft. Paleozoic Crystalline Rock - a competent rock with high shear wave velocities that underlies the non-capable Pen Branch Fault, which underlies the site. These strata have been previously used as a means for classifying the soils and rock with regard to engineering properties, and are also used in this ESP

Within the VEGP Units 3 and 4 footprint that will contain all safety-related structures, existing ground elevations are about El. 220 ft msl. The subsurface profile in Figure 5, and 6 provide an impression of the grade elevation range across the VEGP ESP site. Plant grade for the proposed VEGP Units 3 and 4 will be at El. 220 ft msl. The base of the Nuclear Island foundations for the new units will be about El. 180 ft msl. This level corresponds to a depth of approximately 40 ft below final grade (below El. 220 ft msl), or approximately 50 to 60 ft above the top of the Blue Bluff Marl bearing stratum based on the borings completed during the ESP and COL subsurface investigations. Other foundations in the power block area will be placed at nominal depths near final grade. Construction of the new units will require a substantial amount of excavation. The excavation will be necessary to completely remove the Upper Sand Stratum. Excavation total depth to the Blue Bluff Marl bearing stratum will range from approximately 80 to 90 ft below existing grade, based on the borings completed during the ESP and COL subsurface investigations. Deeper localized excavations will be required to remove shelly, porous, or weathered material that may be encountered near the top surface of the Blue Bluff Marl. Seismic Category 1 backfill will be placed from the top of the Blue Bluff Marl to the bottom of the Nuclear Island (NI) foundation at a depth of about 40 ft below final grade. Seismic Category 2 backfill will be placed above the NI foundation level. All backfill placed in the excavation above the NI foundation level will be to the same criteria as Seismic Category 1 backfill. A retaining wall will be constructed along the perimeter of the NI as to facilitate backfilling and construction. Category 2 backfill will be placed behind the retaining wall to final grade or foundation elevation of non NI structures. The backfill material will consist of granular materials, selected from portions of the excavated Upper Sand Stratum and from other acceptable onsite borrow sources.

Page 30 of 98

SOUTHEMRaN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

I BB

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Figure 6, Subsurface Profile C-C'

Page 31 of 98

SOUTHERNM

OMPA Y

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

SSouthern Operating Company Nuclear Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

2.1.7

Water Supply Sources and Uses The new AP1000 units require water for both makeup to plant cooling, water systems and for operational uses. This water will be supplied from two sources; surface water from the Savannah River and groundwater from onsite aquifers. The Savannah River provides surface water for makeup to the Circulating Water System (CWS) used for cooling of the main condenser and turbine plant. Groundwater wells will be used to supply makeup water for the Nuclear Island service water system, fire protection, the plant demineralization system, and the potable water system.

2.1.7.1

Surface Water The watershed of the Savannah River extends into the mountains of North Carolina, South Carolina, and Georgia near Ellicott Rock, the point where the borders of those three states meet. The river system drains a basin of 10,577 sq mi, divided between the three states as follows: * * * 4,581 sq mi in South Carolina 5,821 sq mi in Georgia 175 sq mi in North Carolina

The lower 50-mi reach of the river is tidally influenced. The entire 312-mi length of the Savannah River is regulated by a series of three U.S. Army Corps of Engineers (USACE) multipurpose projects, forming a chain along the GeorgiaSouth Carolina border 120 mi long. The three lakes, from upstream to downstream, are: * *
*

Hartwell Lake and Dam, with 2,550,000 acre-feet of gross storage Richard B. Russell Lake and Dam, with 1,020,000 acre-feet of gross storage
J. Strom Thurmond (also known as Clarks Hill) Lake and Dam, with

2,510,000 acre-feet of gross storage At maximum, makeup water will be taken from the Savannah River by pumps at a maximum rate of approximately 57,784 gpm (128.8 cfs) for two units. (This is conservatively based on maintaining two cycles of concentration in the cooling tower.) Normally the cooling water system will be operated at four or more cycles of concentration, decreasing to lower cycles of concentration when river water conditions necessitate, e.g., high suspended solids in the river water. The normal withdrawal is 37,224 gpm (83 cfs). The pumps will be installed in a new intake structure located upstream of the intake structure for the existing VEGP units. The make-up water will be pumped to the cooling tower collection basin directly. Blowdown from the cooling towers will discharge to a common blowdown sump to support treatment to remove biocide residual before being discharged to the river. Surface water consumptive use for the two AP1000 units' normal operation is 27,924 gpm (62 cfs), with a maximum of 28,904 gpm (64 cfs).

Page 32 of 98

ENA
SOUTHEMRNa&

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Less than one percent of the average Savannah River flow past VEGP will be lost to evaporation from the new units' cooling towers. Less than two percent of the 7Q10 flow will be lost. When the amount of water lost to evaporation is compared to river flow, consumptive use is expected to be highest in summer and fall and lowest in the winter and spring. Consumptive losses of this magnitude will, under normal circumstances (typical flows), be barely discernible. To evaluate the impact of consumptive water use on river level (river surface elevation), SNC calculated the effect of plant operation/cooling tower evaporation on river stage and determined that predicted two-unit evaporative losses will lower the river level by 0.6 inch and 0.8 inch for average annual flow and annual 7Q10 flow, respectively. A water level reduction of this magnitude will be barely measurable and will not affect recreational boating in summer, when river use is at its highest, even during extreme low flow conditions. During low-flow periods, operation of the proposed new units at VEGP will have a SMALL impact on the availability of water downstream of the plant. 2.1.7.2 Groundwater The VEGP site lies within the Coastal Plain Physiographic Province. The site is underlain by approximately 1,000 ft of Coastal Plain sediments. The hydrogeologic conditions within the Coastal Plain sediments can be summarized as permeable coarse-grained materials separated by less-permeable finegrained materials, resulting in a multiple aquifer system. The lower (Cretaceous) aquifer is comprised of Cretaceous-age sediments, while the middle (Tertiary) aquifer is comprised of Tertiary-age sediments. Both are under confined conditions. The upper (Water Table) aquifer, comprised of Tertiary-age sediments, is unconfined. Recharge to the Cretaceous and Tertiary aquifers occurs in their outcrop areas north of the VEGP site. These aquifers discharge to the Savannah River and to subaqueous outcrops along the Continental Shelf. Recharge to the Water Table aquifer occurs by infiltration of precipitation. Discharge is to localized drainage and stream incisions. Present groundwater uses within 25 mi of the VEGP site are primarily municipal, industrial, and agricultural. Most of the groundwater wells withdraw water from the Cretaceous aquifer. Apart from water withdrawals for VEGP Units 1 and 2, the immediate area near the VEGP site has mainly domestic users, with no other large users nearby. The nearest domestic well is located west of the VEGP site across River Road. Groundwater needed to supply VEGP Units 3 and 4 will be obtained from wells installed in the Tertiary and/or Cretaceous aquifers. Under normal operating conditions for four units and maximum use operations for two units, the units could be operated under the existing groundwater permit. For Units 3 and 4, groundwater consumptive use is 752 gpm on average, with a maximum of 3,140 gpm. However, under extreme operating conditions for four units, permitted groundwater withdrawals could be exceeded. Therefore, new groundwater production wells may have to be permitted or the existing permit modified to allow for use in excess of existing withdrawal limits for non-normal operations. Impacts to groundwater will be SMALL during normal operations. Off-normal conditions are also not significant. Page 33 of 98

SA soUTHERNY ,Proposed

Southern Nuclear Operating Company Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.1.8

Conclusion The VEGP site was evaluated in the ESP processed against the required regulatory, environmental and AP1000 site interface design needs and determined to be suitable for the addition of two new Westinghouse AP1000 nuclear units. The site was selected in part, because it was a large site with two existing nuclear units in operation. With the existing units located on the VEGP site, a significant amount of data was available that could be used along with the field data collected specifically for the new units 3 and 4. The infrastructure supporting the existing units can easily be expanded to accommodate the additional units and represents a significant benefit over an undeveloped site.

2.2

Description of Primary Facilities 2.2.1 Summary Description The Westinghouse AP1000 is an advanced passive 3400 MWt PWR. The AP1000 design includes advanced passive safety features and extensive plant simplifications to enhance the safety, construction, operation, and maintenance of the plant. The AP1000 is designed to achieve high safety and availability goals. It is conservatively based on proven PWR technology, but with an emphasis on safety features that rely on natural forces. Safety systems use natural driving forces such as pressurized gas, gravity flow, natural circulation flow, and convection. Safety systems do not use active components (such as pumps, fans, or diesel generators) and are designed to function without safety-grade support systems (such as ac power, component cooling water, service water, and HVAC). Systems, components, and functions used to mitigate design accident basis accidents are denoted to be "safetyrelated." The AP1000 meets and exceeds U.S. NRC deterministic safety criteria and probabilistic risk criteria. Safety analysis has been completed and documented in the AP1000 Design Control Document (DCD) and Probabilistic Risk Assessment (PRA). PRA results show a very low core damage frequency, which meets and exceeds the goals established for advanced reactor designs and for a low frequency of release due to improved containment cooling. The AP1000 design also incorporates radiation exposure reduction principles to keep worker dose as low as is reasonably achievable (ALARA). Exposure length, distance, shielding, and source reduction are fundamental criteria that are incorporated into the design. The plant design life including the reactor vessel is 60 years. To accommodate the plant design life, the design of the plant systems, structures and components include the following considerations: * * * Selection of materials appropriate for the service conditions Evaluation of fatigue for 60 years of operation Identification of maintenance and inspection activities

Page 34 of 98

A
,SOMMr
A
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Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The AP1000 has been certified by the NRC through Design Control Document (DCD), Rev 15. Design finalization is underway and has identified some necessary design changes. These changes have been currently identified through DCD, Rev 17 which is currently under NRC review. This design review will eventually result in a certification revision expected in the middle of 2011. The design of the nuclear island is estimated to be 70% complete while the overall design is estimated at 52% complete. Final design will be completed prior to the start of Vogtle construction. NuStart is performing detailed reviews of the design and issues which are being identified are being resolved with Westinghouse. 2.2.2 Description of Primary Facility Structures Overall Layout The overall layout consists of buildings comprising the nuclear island layout.

2.2.2.1

2.2.2.2

Nuclear Island Layout The Nuclear Island consists of the Containment Building, the Shield Building, the Auxiliary Building, the Annex Building, the Diesel Generator Building, and the Radwaste Building. Page 35 of 98

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ThimArpgJ

SouthernlhNuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The Nuclear Island buildings include the following: 2.2.2.2.1 Steel Containment Building The containment building is the containment vessel and all structures contained within the containment vessel. The containment building is an integral part of the overall containment system with the functions of containing the release of airborne radioactivity following postulated design basis accidents and providing shielding from the reactor core and the RCS during normal operations. The containment vessel is an integral part of the Passive Cooling System (PCS). The containment vessel and the PCS are designed to remove sufficient energy from the containment to prevent the containment from exceeding its design pressure following postulated design basis accidents.

Page 36 of 98

SOUSouthern SOUTHE I H A RN

Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The principal systems located within the containment building are the Reactor Coolant System (RCS), the Reactor System (RXS), the Steam Generator System (SGS), the Passive Core Cooling System (PXS), and the reactor coolant purification portion of the Chemical and Volume Control System (CVS). The AP1000 containment contains a main equipment hatch and a personnel airlock at the operating deck level, and a maintenance hatch and a personnel airlock at grade level. 2.2.2.2.2 Shield Building The shield building is the structure and annulus area that surrounds the containment vessel. During normal operations the shield building, in conjunction with the internal structures of the containment building, provides the required shielding for the RCS and all the other radioactive systems and components housed in the containment. During accident conditions, the shield building provides the required shielding for radioactive airborne materials that may be dispersed in the containment as well as radioactive particles in the water distributed throughout the containment. The shield building is also an integral part of the PCS. The PCS air baffle is located in the upper annulus area. The function of the PCS air baffle is to provide a pathway for natural circulation of cooling air in the event that a design basis accident results in a large release of energy into the containment. In this event, the outer surface of the containment vessel transfers heat to the air between the baffle and the containment shell. This heated and, thus, lower density air flows up through the air baffle to the air diffuser and cooler and higher density air is drawn into the shield building through the air inlet in the upper part of the shield building. Another function of the shield building is to protect the containment building from external events including certain aircraft impacts. The shield building protects the containment vessel and the RCS from the effects of tornadoes and tornado produced missiles. 2.2.2.2.3 Auxiliary Building The primary function of the auxiliary building is to provide protection and separation for the safety-related Seismic Category I mechanical and electrical equipment located outside the containment building. The auxiliary building provides protection for the safety-related equipment against the consequences of either a postulated internal or external event. The auxiliary building also provides shielding for the radioactive equipment and piping that is housed within the building.

Page 37 of 98

SOUSouthern
SOUWMTHERNMS,

Nuclear Operating Company

T a Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The most significant equipment and systems contained within the auxiliary building are the following: * * * * * * * 2.2.2.3 Main control room Instrumentation and control systems Class 1E electrical system Fuel handling area Mechanical equipment areas Containment penetration areas Main steam and feedwater isolation valve compartment

Additional Support Buildings Annex Building The annex building provides the main personnel entrance to the power generation complex. It includes access ways for personnel and equipment to the clean areas of the nuclear island in the auxiliary building and to the radiological control area. The building includes the health physics facilities for the control of entry to and exit from the radiological control area as well as personnel support facilities such as locker rooms. The building also contains the non-1E ac and dc electric power systems, the ancillary diesel generators and their fuel supply, other electrical equipment and various HVAC systems. No safety-related equipment is located in the annex building. The annex building includes the health physics facilities and provides personnel and equipment access ways to and from the containment building and the rest of the radiological control area via the auxiliary building. Large, direct access areas are provided to the upper and lower equipment hatches of the containment building for personnel access during outages and for large equipment entry and exit. The building includes a hot machine shop for servicing radiological control area equipment.

2.2.2.3.1

2.2.2.3.2

Diesel Generator Building The diesel generator building houses two identical diesel generators separated by a 3-hour fire wall. These generators provide backup power for plant operation inthe event of disruption of normal power sources. No safety-related equipment is located inthe diesel generator building.

Page 38 of 98

sOUTERNA

COMPANY

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

SSouthern Operating Company Nuclear Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

2.2.2.3.3

Radwaste Building The radwaste building provides for segregated storage of various categories of waste prior to processing, for processing by mobile systems, and for storing processed waste in shipping and disposal containers. No safety-related equipment is located in the radwaste building.

2.2.2.3.4

Turbine Building The turbine building houses the turbine generators, the main condenser and interface with the circulating water system. No safety-related equipment is located in the turbine building.

2.2.2.3.5

River Intake Structure The river intake system consists of the intake canal, the intake structure, the make-up pumps, and the chlorination system. The intake structure and canal will be sized to support three AP1000 units, should SNC desire to pursue a third unit some time in the future. However, only the mechanical components supporting VEGP Units 3 and 4 will be installed. The intake canal will be an approximately 240-ft-long, 170-ft-wide structure with an earthen bottom at El. 70 ft msl and vertical sheet pile sides extending to El. 98 ft MSL.

2.2.2.3.6

Cooling Tower Structure The CWS and the cooling tower provide a heat sink for the waste heat exhausted from the steam turbine. The cooling tower is of hyperbolic design and is located approximately 1000 ft. south of the plant and has a basin water level of approximately 219 ft. MSL. The height of the cooling tower is approximately 600 ft., thus, there is no potential for the cooling tower to fall and damage safety-related structures or components.

2.2.2.3.7

Vogtle Site Support Buildings Vogtle site support buildings include the Administrative Building, Engineering Building, Maintenance Building, Communications Support Building (CSC), the Personnel Access Point (PAP), Low Level Storage Building, In-Processing Building and the Visitors Center. The CSC will house the Technical Support Center (TSC) and the Central Alarm Station (CAS) for the Vogtle site.

Page 39 of 98

SOUTHERNMMA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.2.3

Description of Primary Nuclear Systems Primary Loop and its Main Characteristics The primary loop of the AP1000 consists of two heat transfer circuits each with a single hot leg and two cold legs, a steam generator, and two reactor coolant pumps installed directly onto the steam generator; this eliminates the primary piping between pumps and steam generator.

2.2.3.1

2.2.3.2 2.2.3.2

The RCS pressure boundary provides a barrier against the release of radioactivity generated within the reactorof theis designed to provide a high degree of integrity throughout operation and plant. degree of integrity throughout operation of the plant. Reactor Core and Fuel Design Reactor Core and Fuel Design The core, reactor vessel, and reactor internals of the AP1000 are similar to those of conventional Westinghouse PWR designs. The reactor core is comprised of 157, 14-foot (426.7 mm), 17x17 fuel assemblies. The AP1000 core design provides a robust design with at least 15 percent in DNB margin. The core is being designed for a fuel cycle of 18 months.

Page 40 of 98

SOUTHERN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The AP1000 can use reduced-worth control rods (termed "gray" rods) to achieve daily load follow without requiring changes in the soluble boron concentration. With the exception of the neutron absorber materials used, the design of the gray rod assembly is identical to that of a normal control rod assembly. 2.2.3.3 Fuel Handling and Transfer Systems The primary function of the fuel handling area is to provide for the handling and storage of new and spent fuel. The fuel handling area provides the means for receiving, inspecting, and storing the new fuel assemblies. It also provides for safe storage of spent fuel. The fuel handling area provides for transferring new fuel assemblies from the new fuel storage area to the containment building and for transferring spent fuel assemblies from the containment building to the spent fuel storage pit within the auxiliary building. The fuel handling area provides the means for removing the spent fuel assemblies from the spent fuel storage pit and loading the assemblies into a shipping cask for transfer from the facility. Refueling of the reactor is performed in the same way as for current plants. After removing the vessel head, fuel handling takes place from above, using the refueling machine to configure the core for the next cycle. *New Fuel Storage New fuel is stored in a high-density rack, which includes integral neutron absorbing material to maintain the required degree of subcriticality. The rack is designed to store fuel of the maximum design basis enrichment of 5 wt.% U235. The new fuel rack includes storage locations for 72 fuel assemblies. Minimum separation between adjacent fuel assemblies is sufficient to maintain a subcritical array even in the event the building is flooded with
unborated water, fire extinguishing aerosols, or during any design basis

event. SSpent Fuel Storage Spent fuel is stored in the spent fuel pool in high density racks, which include integral neutron absorbing material to maintain the required degree of subcriticality. The racks are designed to store fuel of the maximum design basis enrichment. 2.2.3.4 Reactor Coolant System Reactor Coolant Loop The reactor coolant loop primary components comprise the reactor coolant system, reactor vessel, reactor internals, steam generator, pressurizer, reactor coolant pumps and main coolant lines.

2.2.3.4.1

Page 41 of 98

TH
SOMTHERN. COMPANYu

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The reactor coolant system (RCS) removes heat from the reactor core and transfers it to the secondary side of the steam generators for power generation. The RCS contains two vertical U-tube steam generators, four sealless reactor coolant pumps (RCPs), and one pressurizer. The RCS provides the following safety-related functions: a. The pressurizer safety valves provide overpressure protection in accordance with Section III of the ASME Boiler and Pressure Vessel Code. b. The reactor coolant pumps (RCPs) have a rotating inertia flywheel to provide RCS flow coastdown on loss of power to the pumps. c. Each RCP flywheel assembly can withstand a design overspeed condition. d. The RCS provides automatic depressurization during design basis events. e. The RCS provides emergency letdown during design basis events. 2.2.3.4.2 Reactor Vessel The reactor vessel supports and contains the reactor core. The vessel is cylindrical, with a hemispherical bottom head and removable flanged hemispherical upper head. Surfaces, which can become wetted during operation and refueling, are clad with stainless steel welded overlay. The AP1000 reactor vessel is designed to withstand the design environment of 2500 psia (17.24 MPa abs) and 650F (343.3C) for 60 years. There are no reactor vessel penetrations below the top of the core. 2.2.3.4.3 Reactor Internals The reactor internals, the core support structures, the core shroud, the downcomer and flow guiding structure arrangement, and the above-core equipment and structures, are very similar to those in current plants. The core shroud design consists of a welded structure that eliminates the use of baffle bolts. The reactor internals consist of two major assemblies - the lower internals and the upper internals. The reactor internals provide the protection, alignment, and support for the core, control rods, and gray rods to provide safe and reliable reactor operation. 2.2.3.4.4 Steam Generators Two model Delta-125 steam generators are used in the AP1000 plant. The steam generators operate on all volatile treatment secondary side water chemistry. Steam generator design includes full-depth hydraulic expansion of the tubes in the tubesheets, nickel-chromium-iron Alloy 690 thermally treated tubes on a triangular pitch and broached tube support plates. The steam generators are designed with 10-percent tube plugging margin.

Page 42 of 98

E A
SOUTHERNa

Southern Nuclear Operating Company


h pc Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The steam generator system (SGS) provides the following safety-related functions: * * * The SGS provides a heat sink for the reactor coolant system (RCS) and provides overpressure protection. During design basis events, the SGS limits steam generator blowdown and feedwater flow to the steam generator. The SGS preserves containment integrity by isolation of the SGS lines penetrating the containment. The inside containment isolation function (isolating the RCS and containment atmosphere from the environment) is provided by the steam generator, tubes, and SGS lines inside containment while isolation outside containment is provided by manual and automatic valves.

The SGS provides the following nonsafety-related functions: * Components within the main steam system, main and startup feedwater system, and the main turbine system provide backup isolation of the SGS to limit steam generator blowdown and feedwater flow to the steam generator. During shutdown operations, the SGS removes decay heat by delivery of startup feedwater to the steam generator and venting of steam from the steam generators to the atmosphere.

2.2.3.4.5

Pressurizer The AP1000 pressurizer is of conventional design, based on proven technology. The pressurizer controls the RCS pressure whenever a steam volume is present in the pressurizer. The pressurizer volume is 2100 ft3 (59.5 m3).

2.2.3.4.6

Reactor Coolant Pumps The reactor coolant pumps are high-inertia, highly reliable, lowmaintenance, and hermetically sealed pumps that circulate the reactor coolant through the reactor core, loop piping, and steam generators. The motor size is minimized through the use of a variable speed controller to reduce motor power requirements during cold coolant conditions. Two pumps are mounted directly to the channel head of each steam generator. The reactor coolant pumps have no seals, eliminating the potential for seal failure Loss-of-Coolant-Accident (LOCA). The pumps use a flywheel to increase the pump rotating inertia. The increased inertia provides a slower rate-of-flow coastdown to improve core thermal margins following the loss of electric power.

Page 43 of 98

Southern Nuclear Operating Company


SOUTHERNBA
MP

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project

Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.2.3.4.7

Main Coolant Lines RCS piping is configured with two identical main coolant loops, each using a single 31-inch (787 mm) inside diameter hot leg pipe to transport reactor coolant to a steam generator. The two reactor coolant pump suction nozzles are welded directly to the outlet nozzles on the bottom of the steam generator channel head. Two 22-inch (559 mm) inside diameter cold leg pipes in each loop (one per pump) transport reactor coolant back to the reactor vessel to complete the circuit.

2.2.3.5

Main Control Room Though not a system, a major part of the nuclear facility design is the main control room. This facility provides the human-system interfaces required to operate the plant safely under normal conditions and to maintain it in a safe condition under accident conditions. The main control room includes the main control area and offices for the shift supervisor.

2.2.3.6

Passive Safety Systems and Features The AP1000 passive safety-related systems include the passive core cooling system (PXS), Passive containment cooling system (PCS), and the Main control room emergency habitability system (VES).

2.2.3.6.1

Passive core cooling system The PXS protects the plant against RCS leaks and ruptures of various sizes and locations. The PXS provides the safety functions of core residual heat removal, safety injection, and depressurization. Safety analyses (using U.S. NRC-approved codes) demonstrate the effectiveness of the PXS in protecting the core following various RCS break events.

Page 44 of 98

Prpe

soumTMAr

Southern Nuclear Operating Company

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TsactProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project
Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Depressurizatlon
Valves

IFWST

Pressurizer

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Pumps

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The PXS uses three passive sources of water to maintain core cooling through safety injection. These injection sources include the Core Makeup Tanks (CMT), the accumulators, and the In-containment Refueling Water Storage (IRWST). These injection sources are directly connected to two nozzles on the reactor vessel so that no injection flow can be spilled for the main reactor coolant pipe break cases. Long-term injection water is provided by gravity from the IRWST, which is located in the containment just above the RCS loops. Normally, the IRWST is isolated from the RCS. The PXS provides for depressurization using four stages of the Automatic Depressurization System (ADS) to permit a relatively slow, controlled RCS pressure reduction. The PXS includes a 100-percent capacity passive RHR heat exchanger (PRHR HX). The PRHR HX is connected through inlet and outlet lines to RCS loop 1. The PRHR HX protects the plant against transients that upset the normal steam generator feedwater and steam systems. The PRHR HX satisfies the safety criteria for loss of feedwater, feedwater line breaks, and steam line breaks. The PCS and IRWST provide the heat sink for the PRHR HX. The PXS provides the following safety-related functions: * The PXS provides containment isolation of the PXS lines penetrating the containment. Page 45 of 98

s Ou

A Ar

Th pe

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

* *

The PRHR HX provides core decay heat removal during design basis events. The CMTs, accumulators, in-containment refueling water storage tank (IRWST) and containment recirculation provide reactor coolant system (RCS) makeup, boration, and safety injection during design basis events. The PXS provides pH adjustment of water flooding the containment following design basis accidents.

* 2.2.3.6.2

Passive containment cooling system The PCS provides the safety-related ultimate heat sink for the plant. The PCS effectively cools the containment following an accident so that the pressure is rapidly reduced and the design pressure is not exceeded. The steel containment vessel provides the heat transfer surface that removes heat from inside the containment and rejects it to the atmosphere. Heat is removed from the containment vessel by continuous natural circulation flow of air. During a design basis accident, the air cooling is supplemented by evaporation of water. The water drains by gravity from a tank located on top of the containment shield building. Natural convection
air discharge

PCCS graity drain water tank


Water film evaporaton

Outside cooling air intake

Steel conainment vessel


Air ba le6

Page 46 of 98

SOUTHERNAL

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPAN This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The PCS performs the following safety-related functions: * The PCS delivers water from the Passive Containment Cooling Water Storage Tank (PCCWST) to the outside, top of the containment vessel. The PCS wets the outside surface of the containment vessel. The inside and outside of the containment vessel above the operating deck are coated with an inorganic zinc coating. The PCS provides air flow over the outside of the containment vessel by a natural circulation air flow path from the air inlets to the air discharge structure. The PCS drains the excess water from the outside of the containment vessel through the two upper annulus drains. The PCS provides a flow path for long-term water makeup to the passive containment cooling water storage tank (PCCWST). The PCS provides a flow path for long-term water makeup from the PCCWST to the spent fuel pool.

* * *

The PCS performs the following non-safety-related functions: * The Passive Containment Cooling Auxiliary Water Storage Tank (PCCAWST) contains an inventory of cooling water sufficient for PCS containment cooling from hour 72 through day 7. The PCS delivers water from the PCCAWST to the PCCWST and spent fuel pool simultaneously. The PCCWST includes a water inventory for the fire protection system.

* * 2.2.3.6.3

Main Control Room Emergency Habitability The main control room emergency habitability system (VES) provides air, cooling, and pressurization to the main control room following a plant accident to ensure the dose to plant operators is within acceptable limits. Operation of the VES is automatically initiated upon receipt of a high main control room radiation signal or low pressurizer pressure, which isolates the normal control room ventilation path and initiates pressurization. The VES provides the following safety-related functions: * * The VES provides a 72-hour supply of breathable quality air for the occupants of the MCR. The VES maintains the MCR pressure boundary at a positive pressure with respect to the surrounding areas. There is a discharge of air through the MCR vestibule. Page 47 of 98

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Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPAhis page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

* 2.2.3.7

The heat loads within the MCR are within design basis.

Reactor Auxiliary Systems The principal reactor auxiliary systems include component cooling water, service water, chemical and volume control, normal residual heat removal, and spent fuel pool cooling. These are discussed below.

2.2.3.7.1

Component Cooling Water System The component cooling water system (CCS) removes heat from various plant components and transfers this heat to the service water system (SWS) during normal modes of plant operation including power generation, shutdown and refueling. The CCS has two pumps and two heat exchangers. The CCS preserves containment integrity by isolation of the CCS lines penetrating the containment. The CCS also provides the non-safetyrelated functions of transferring heat from the normal residual heat removal system (RNS) during shutdown and the spent fuel pool cooling system during all modes of operation to the SWS.

2.2.3.7.2

Service Water System The Service Water System (SWS) transfers heat from the component cooling water heat exchangers to the atmosphere. Heat is rejected to the atmosphere by a mechanical draft cooling tower. The SWS operates during normal modes of plant operation, including startup, power operation (full and partial loads), cooldown, shutdown, and refueling. The SWS provides the non-safety-related function of transferring heat from the Component Cooling Water System (CCS) to the surrounding atmosphere to support plant shutdown and spent fuel pool cooling.

2.2.3.7.3

Chemical and Volume Control System The CVS consists of regenerative and letdown heat exchangers, demineralizers and filters, makeup pumps, tanks, and associated valves, piping, and instrumentation. The CVS is designed to perform the following major functions: * Purification - maintain reactor coolant purity and activity level within acceptable limits. RCS inventory control and makeup - maintain the required coolant inventory in the RCS; maintain the programmed pressurizer water level during normal plant operations. Chemical shim and chemical control - maintain reactor coolant chemistry during plant startups, normal dilution to compensate for fuel depletion and shutdown boration and provide the means for controlling the RCS pH by maintaining the proper level of lithium hydroxide.

Page 48 of 98

Southern Nuclear Operating Company

SOUTHERNl ,Proposed A Nuclear Units - Vogtle Units 3 & 4 Engineer's Report COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Oxygen control - provide the means for maintaining the proper level of dissolved hydrogen in the reactor coolant during power operation and for achieving the proper oxygen level prior to startup after each shutdown. Filling and pressure testing of the RCS - provide the means for filling and pressure testing of the RCS. The CVS does not perform hydrostatic testing of the RCS, but provides connections for a temporary hydrostatic test pump. Borated makeup to auxiliary equipment - provide makeup water to the primary side systems, which require borated reactor grade water. Pressurizer auxiliary spray - provide pressurizer auxiliary spray water for depressurization.

* *

The CVS provides the following safety-related functions: * * * The CVS preserves containment integrity by isolation of the CVS lines penetrating the containment. The CVS provides termination of an inadvertent RCS boron dilution by isolating demineralized water from the RCS. The CVS provides isolation of makeup to the RCS.

The CVS provides the following nonsafety-related functions: * * 2.2.3.7.4 The CVS provides makeup water to the RCS. The CVS provides the pressurizer auxiliary spray.

Normal Residual Heat Removal System The normal Residual Heat Removal System (RNS) consists of two mechanical trains of equipment, each comprising one pump and one heat exchanger. The two trains of equipment share a common suction line from the RCS and a common discharge header. The RNS includes the piping, valves, and instrumentation necessary for system operation. The major functions of the system are: * * * Shutdown heat removal - remove residual and sensible heat from the core and the RCS during plant cooldown and shutdown operations. Shutdown purification - provide RCS and refueling cavity purification flow to the CVS during refueling operations. IRWST cooling - provide cooling to the IRWST to limit the IRWST water temperature during extended operation of the PRHR and during normal operation.

Page 49 of 98

SOUTHEMRNY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for

persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Low pressure RCS makeup and cooling - provide low pressure makeup from the cask loading pit and then the IRWST to the RCS and provide additional margin for core cooling. Low temperature overpressure protection - provide low temperature overpressure protection for the RCS during refueling, startup, and shutdown operations. Long-term, post-accident containment inventory makeup flow path provide a flow path for long-term post-accident makeup to the reactor containment inventory, under design assumptions of containment leakage. Post-accident recovery - remove heat from the core and the RCS following successful mitigation of an accident by the PXS. Spent Fuel Pool Cooling System (SFS) - provide backup for cooling the spent fuel pool.

* *

The RNS provides the following safety-related functions: * * * The RNS preserves containment integrity by isolation of the RNS lines penetrating the containment. The RNS provides a flow path for long-term, post-accident makeup to the RCS. The RNS provides low temperature overpressure protection (LTOP) for the RCS during shutdown operations.

The RNS provides the following nonsafety-related functions: * * The RNS provides heat removal from the reactor coolant during shutdown operations. The RNS provides low pressure makeup flow from the SFS cask loading pit to the RCS for scenarios following actuation of the automatic depressurization system (ADS). The RNS provides heat removal from the in-containment refueling water storage tank.

* 2.2.3.7.5

Spent Fuel Pool Cooling System The spent fuel pool cooling system (SFS) is designed to remove decay heat, which is generated by stored fuel assemblies, from the water in the spent fuel pool. This is done by pumping the high temperature water from within the fuel pool through a heat exchanger, and then returning the water to the pool. A secondary function of the SFS is clarification and purification of the water in the spent fuel pool, the transfer, canal, and the refueling water. The major functions of the system are:

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COMPANY

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Spent fuel pool cooling - remove heat from the water in the spent fuel pool during operation to maintain the pool water temperature within acceptable limits. Spent fuel pool purification - provide purification and clarification of the spent fuel pool water during operation. Refueling cavity purification -provide purification of the refueling cavity during refueling operations. Water transfers - transfer water between the IRWST and the refueling cavity during refueling operations. IRWST purification - provide purification and cooling of the IRWST during normal operation.

The SFS performs the following safety-related functions: * The SFS preserves containment integrity by isolating the SFS piping lines penetrating the containment. The SFS provides spent fuel cooling for 7 days by boiling the spent fuel pool water and makeup water from on-site water storage tanks. The SFS provides check valves in the drain line from the refueling cavity to prevent flooding of the refueling cavity during containment .flooding.

The SFS provides the nonsafety-related function of removing spent fuel decay heat using pumped flow through a heat exchanger.

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TOTpIgmeI otProposed

Company Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

SSouthern Operating Nuclear

U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for
persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5

2.2.4

Secondary Side Systems The secondary side system is designed for electric power production consistent with the capability of the reactor and the reactor coolant system. This secondary side system includes such primary equipment and systems as the main steam lines and isolation valves, the circulating and feedwater systems, the turbine/generator and its associated controls, the condenser and the condensate storage tank. A schematic of the secondary side design is shown below.
rHyperbolic Cooling Tower Pressurizer \ Steam Generator \ Main Steam System Turbine Generator

Reactor

mA

Circulating Water System Condenser Condensate and


Feedwater

Reactor Coolant System Note - Primary side items shown for interface only.

System

2.2.5

Auxiliary Systems The radioactive waste management systems include systems, which deal with liquid, gaseous, and solid waste, which may contain radioactive material. The systems for liquid wastes include: * * * Steam generator blowdown processing system Radioactive waste drain system Liquid radwaste system (WLS)

The waste processing systems are closely integrated with the CVS. The steam generator blowdown processing system controls and maintains the steam generator secondary cycle water chemistry. The blowdown is normally recycled to the condenser via an electronic ion exchange system, but in the case of high radiation the blowdown would be directed to the liquid radwaste system (WLS). The WLS uses ion exchangers to process and discharge all wastes from the RCS. A vacuum-type degasifier is used to remove radioactive gases in the liquid discharge from the RCS to the WLS.

Page 52 of 98

SOUTHERNL

Ti ,Proposed

Southern Nuclear Operating Company Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The gaseous radwaste system (WGS) is a once-through, ambient-temperature, charcoal delay system. The system consists of a drain pot, a gas cooler, a moisture separator, an activated charcoal-filled guard bed, and two activated charcoal-filled delay beds. Also included in the system are an oxygen analyzer subsystem and a gas sampling subsystem. The radioactive fission gases entering the system are carried by hydrogen and nitrogen gas. The.primary influent source is the WLS degasifier. The degasifier extracts both hydrogen and fission gases from the CVS letdown flow. The solid waste management system is designed to collect and accumulate spent ion exchange resins and deep bed filtration media, spent filter cartridges, dry active wastes, and mixed wastes generated as a result of normal plant operation, including anticipated operational occurrences. 2.2.6 Instrumentation and Control Systems The instrumentation and control (I&C) system design for AP1000 integrates individual systems using similar technology. The AP1000 I&C architecture is arranged in a hierarchical manner to provide a simplified structured design. Systems that facilitate the interaction between the plant operators and the I&C are the operations and control centers system (OCS) and the data display and monitoring system (DDS). The systems and functions that perform the protective control, and data monitoring functions are the protection and safety monitoring system (PMS), the plant control system (PLS), the special monitoring system (SMS), the in-core instrumentation system (IIS) and diverse actuation system (DAS). The PLS has the function of establishing and maintaining the plant operating conditions within prescribed limits. The primary purpose of the DAS is to provide alternative means of initiating the reactor trip and emergency safeguards features. The hardware and software used to implement the DAS are different from the hardware and software used to implement the protection and safety monitoring system. The DAS is included to meet the anticipated transient without scram (reactor trip) (ATWS) rule and to reduce the probability of a severe accident resulting from the unlikely coincidence of a transient and common mode failure of the protection and safety monitoring. The protection and safety monitoring system is designed to prevent common mode failures; however, in the low-probability case where a common mode failure could occur, the DAS provides diverse protection. The operations and control centers system includes the complete operational scope of the main control room, the remote shutdown workstation, the waste processing control room, and partial scope for the technical support center. With the exception of the control console structures, the equipment in the control room is part of the Protection and Monitoring System (PMS), the Plant Control System (PLS), the Diverse Actuation System (DAS), and Data and Display Processing System (DDS). The boundaries of the operations and control center system for the main control room and the remote shutdown workstation are the signal interfaces with the plant components. These interfaces are via the plant PMS processor and logic circuits, which interface with the reactor trip and engineered safety features plant components; the PLS processor and logic circuits, which interface with the nonsafety-related plant components; and the plant monitor bus, which provides plant parameters, plant component status, and alarms. Page 53 of 98

SOUTHERNM

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtie Units 3 & 4 Engineer's Report
NY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.2.7

Reactor Protection System The AP1000 provides instrumentation and controls to sense accident situations and initiate engineered safeguards features. The occurrence of a limiting fault, such as a LOCA or a secondary system break, requires a reactor trip plus actuation of one or more of the engineered safeguards features. This combination of events prevents or mitigates damage to the core and RCS components, and provides containment integrity. The PMS provides the safety-related functions necessary to shut down the plant, and to maintain the plant in a safe shutdown condition. The PMS controls safety-related components in the plant that may be operated from the main control room or remote shutdown workstation.

2.2.8

Electrical Systems The AP1000 onsite power system includes the main ac power system and the dc power system. The main ac power is a non-Class 1E system. The dc power system consists of two independent systems, one Class 1E and one non-Class 1E. The onsite power system is designed to provide reliable electric power to the plant safety and nonsafety equipment for normal plant operation, startup, normal shutdown, accident mitigation, and emergency shutdown. The Class 1E system provides 250 volts dc power for safety-related and vital control instrumentation loads including monitoring and control room emergency lighting. It is required for safe shutdown of the plant during a loss of ac power and during a design basis accident with or without concurrent loss of offsite power Offsite power has no safety-related function due to the passive safety features incorporated in the AP1000 design. Therefore, redundant offsite power supplies are not required.

2.2.8.1

Operational Power Supply Systems The main ac power system is a non-Class 1E system that does not perform any safety functions. The standby power supply is included in the onsite standby power system. The onsite standby ac power system is powered by the two onsite nonsafety standby diesel generators and supplies power to selected loads in the event of loss of normal, and preferred ac power supplies. The plant dc power system comprises two independent Class 1E and non-Class 1E dc power systems. Each system consists of ungrounded stationary batteries, dc distribution equipment, and uninterruptible power supplies.

Page 54 of 98

SOUTHERNA

Ta iProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

U HEN

Pr

Southern Nuclear Operating Company

2.2.8.2

Safety-Related Systems The Class 1E dc power system includes four independent divisions of battery systems. Any three of the four divisions can shut down the plant safely and maintain it in a safe shutdown condition. Divisions B and C have two battery banks. One of these battery banks is sized to supply power to selected safetyrelated loads for at least 24 hours, and the other battery bank is sized to supply power to another smaller set of selected safety-related loads for at least 72 hours following a design basis event (including the loss of all ac power). For supplying power during the post-72 hour period following a design basis accident, provisions are made to connect an ancillary ac generator to the Class 1E voltage regulating transformers (Divisions B and C only). This powers the Class 1E post-accident monitoring systems, lighting in the main control room, and ventilation in the main control room and Divisions B and C instrumentation and control rooms.

2.2.8.3

Offsite Power and Transmission Grid Offsite power is provided to VEGP Units 3 & 4 and is connected into a transmission grid through two switchyards. Unit 3 is tied into the 230 kV transmission grid via the 230/500 kV switchyard. Unit 4 is tied into the 500 kV transmission grid via the 500 kV switchyard.

2.2.9

Safety Design Basis of Principal Nuclear Systems The AP1000 design provides for multiple levels of defense for accident mitigation (defense-in-depth), resulting in low core damage probabilities while minimizing the occurrences of containment flooding, pressurization, and heatup. Defense-in-depth is integral to the AP1000 design, with a multitude of individual plant features capable of providing some degree of defense of plant safety. Six aspects of the AP1000 design contribute to defense-in-depth:

2.2.9.1

Stable Operation In normal operation, the most fundamental level of defense-in-depth ensures that the plant can be operated stably and reliably. This is achieved by the selection of materials, by quality assurance during design and construction, by well-trained operators, and by an advanced control system and plant design that provide margins for plant operation before approaching safety limits.

2.2.9.2

Physical Plant Boundaries One of the most recognizable aspects of defense-in-depth is the protection of public safety through the physical plant boundaries. Releases of radiation are directly prevented by the fuel cladding, the reactor coolant pressure boundary, and the containment pressure boundary.

Page 55 of 98

E A SOUTHERNM
hpa

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.2.9.3

Passive Safety-related Systems The AP1000 safety-related passive systems and equipment are sufficient to automatically establish and maintain core cooling and containment integrity for an indefinite period of time following design basis events assuming the most limiting single failure, no operator action, and no onsite and offsite ac power sources.

2.2.9.4

Diversity Within Safety-related Systems An additional level of defense is provided through the diverse mitigation functions within the passive safety-related systems. This diversity exists, for example, in the residual heat removal function. The passive residual heat removal heat exchanger (PRHR HX) is the passive safety-related feature for removing decay heat during a transient. In case of multiple failures in the PRHR HX, defense-indepth is provided by the passive safety injection and automatic depressurization (passive feed and bleed) functions.

2.2.9.5

Nonsafety Systems The next level of defense-in-depth is the availability of certain nonsafety systems for reducing the potential for events leading to core damage. For more probable events, these highly reliable nonsafety systems automatically actuate to provide a first level of defense to reduce the likelihood of unnecessary actuation and operation of the safety-related systems.

2.2.9.6

Containing Core Damage The AP1000 design provides the operators with the ability to drain the IRWST water into the reactor cavity. This promotes retention of the debris in the vessel and significantly reduces the uncertainty in the assessment of containment failure and radioactive release to the environment due to ex-vessel severe accident phenomena.

2.2.10

Severe Accidents (Beyond Design Basis Accidents) During postulated severe accidents, the accident management strategy is to flood the reactor cavity with in-containment refueling water storage tank (IRWST) water. The water cools the external surface of the vessel to promote retention of molten debris in the lower head.

2.2.11

Non-Nuclear Systems There are numerous other systems that support the operation of the facility. This includes such systems as demineralized water system, sewage systems, potable water, and fire protection. Such systems are similar in other nuclear power plants throughout the country and have similar functions.

Page 56 of 98

soUTHERNm A
OMP

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.2.12

Conclusion Through issuance of the AP1000 Design Certification in December 2005, the NRC has approved the AP1000 design as depicted in the Westinghouse Design Control Document (DCD) Revision 15 and codified in 10 CFR 52, Appendix D. Southern Nuclear, with support from other industry groups such as NuStart and the AP1000 Builders Group, has also carefully reviewed the AP1000 design and is continuing its review of the design as it is finalized. This includes a review of the design as currently depicted in the AP1000 DCD Revision 17 and any future revisions of the AP1000 DCD necessary to support design finalization. Based on these activities, Southern Nuclear concludes that: * The AP1000 plant design is sound and consistent with applicable industry codes and standards and consistent with good engineering practices. The AP1000 plant as designed is a very safe design meeting and typically exceeding regulatory expectations for nuclear safety. The AP1000 design with its focus on passive safety features, simplification and standardization represents a major step forward in the evolution of nuclear plant designs. The AP1000 plant as designed can meet industry and SNC expectations for plant reliability. The AP1000 plant design appropriately considers the need for design margins to provide additional confidence in the ability of the plant to operate safely and reliably over its 60 year design life. The AP1000 plant design appropriately considers nuclear industry operating experience. The AP1000 technology is fully acceptable for deployment at the Vogtle site.

* 2.3

Environmental Assessment and Permits 2.3.1 Introduction This environmental site assessment is based on a review of available information related to the siting, construction, and operation of Vogtle Units 3 and 4. The primary documents reviewed include the Environmental Report (ER) prepared by Tetra-Tech for Southern Nuclear and submitted to NRC as Part 3 of the ESP Application in August 2006; and, the Final Environmental Impact Statement (FEIS) developed by NRC and published as NUREG 1872 in August 2008. Relevant information supporting these documents, such as a Phase I Site Assessment of the Vogtle Unit 3 and 4 construction area, Requests for Information Responses, consultations with other agencies, permit applications, and other supporting documentation was also reviewed.

Page 57 of 98

A SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5
U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for

persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

In accordance with 10 CFR 609.6(b)(23), an application must include a report containing an analysis of potential environmental impacts of the project that will enable the DOE to assess whether the project will comply with all applicable environmental requirements, and will enable DOE to complete any necessary reviews under the National Environmental Policy Act (NEPA). DOE guidance indicates that DOE will consider environmental information and assessment of these projects contained in any Environmental Report (ER) prepared for the NRC pursuant to 10 CFR 51, and any environmental analyses prepared by NRC in support of the license applications. Further, DOE indicates that if a project sponsor is invited to negotiate after the preliminary technical, financial, and environmental review is complete, and an appropriate NRC EIS is available, DOE would adopt the NRC EIS. In the case of Vogtle Units 3 and 4, a Final Environmental Impact Statement (FEIS) is available for DOE use. It is important to note that both the ER and FEIS address not only site suitability, but also the environmental impacts associated with construction and operation. Recently, SNC completed a Phase I Site Assessment of the Vogtle 3 and 4 Construction Site in support of pre-construction activities to prepare the site. Mactec conducted the assessment and no major problems were identified. These reports provide a comprehensive assessment of environmental impacts for all phases of this project and were used as the bases for the following independent assessment of environmental issues associated with siting, construction, and operation of Vogtle Units 3 and 4. 2.3.2 Description of Site and Vicinity The 3,169-acre VEGP site is bounded by the Savannah River on the east, Hancock Landing Road on the north, and River Road on the west and south. GPC, OPC, MEAG, and Dalton Utilities own the VEGP Units 1 and 2 and the site property. The same ownership percentages for Units 1 and 2 will apply to Units 3 and 4. Also on the VEGP site is the GPC-owned 354 MWe Plant Wilson facility composed of six oilfueled combustion turbines. SNC is the NRC licensed operator for VEGP Unit 1 and Unit 2 and manages and controls access to the site. SNC will also operate Units 3 and 4. The 3,169 acre site includes land developed for industrial use, previously disturbed land, and undeveloped land. The existing VEGP Units 1 and 2 and auxiliary facilities, including the Vogtle Training Center, Plant Wilson, construction facilities, and transmission rights-of-way occupy about 800 acres. A small privately owned airstrip known as a Rhodes Air Ranch is located just north of the site boundary. Areas on the site that have been previously disturbed, including the proposed VEGP Units 3 and 4 footprint, are vegetated with a mix of planted pines and old field vegetation. Much of the site is wooded. Several water bodies and streams exist on the site or border the site. Beaverdam Creek which drains Telfair Pond is a major stream that borders the VEGP site south of the Vogtle Training Center. A second, small stream drains Mallard Pond, north of the proposed new plant footprint. Both ponds are impounded blackwater creeks. Several borrow pits and two sediment retention basins constructed to control storm water runoff are on site. The sediment retention basins south of the industrial area have filled with water and are permanent ponds.

Page 58 of 98

SOUTHERNA

COMPANY

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Southern Nuclear Operating Company

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.s.c. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The VEGP site is in the Coastal Plain, about 25 miles east of the Piedmont Province. The topography of the vicinity consists of low rolling hills with elevations ranging from 80 feet to 280 feet above mean sea level. Most of the VEGP site property is atop the river bluffs and outside the 500-year floodplain. The Savannah River 100-year floodplain ranges from approximately 100 to 800 feet wide at the VEGP site. The floodplain is separated from the rest of the VEGP site by steep bluffs along virtually all of the VEGP river shoreline. The Savannah River is not designated a wild and scenic river. In the vicinity of Vogtle, the river is classified as "fishing", the lowest of the Georgia EPD Designated Use categories. In 1993, the Vogtle site was designated as a Certified Wildlife Habitat by the Wildlife Habitat Council, a non-profit, Washington D.C. based wildlife organization. The certification considered the work done after original construction coupled with a new plan developed in the early 1990's and is reviewed on 3 year intervals. The Georgia side of the Savannah River within 6 miles of the VEGP site is primarily rural undeveloped land with a few homes and small farms. The crossroads community of Telfair Woods is approximately 5 miles southwest of VEGP. Girard (population 230) is approximately 8 miles to the south. Much of the undeveloped land in the vicinity is sandhill-upland pine or oak-hickory hardwood communities. GPC provides access to the Savannah River and picnic tables at its boat landing, immediately downstream of the VEGP property. The 7,000 acre Yuchi Wildlife Management Area (WMA) managed by Georgia Department of Natural Resources (DNR) for public hunting, is adjacent to VEGP property. Primitive camping is allowed on the Yuchi WMA. No other recreation areas are within 6 miles of the VEGP site. No mineral deposits or mines occur in Burke County. Forty-five percent of the soils in Burke County are classified as prime farmland. Forty-one percent of Burke County was farmland in 2005. Of that 41 percent, 48 percent was in cropland and 42 percent was in woodland. The largest money crops in the county are cotton and cottonseed, and milk and other dairy product from cows. Burke County is revising its comprehensive plan, and will establish zoning classifications. Currently no zoning classifications exist. The SRS, a U.S. DOE facility with restricted access, is directly across the Savannah River from VEGP. It has two industrial areas within the 6-mile radius. The remainder of the SRS within the 6-mile radius is river swamp, bottomland hardwood or upland pine-hardwood communities. The U.S. Forest Service maintains pine plantations on SRS land that is not industrial. Barnwell County, South Carolina has no mineral deposits or mines.

Page 59 of 98

OUTSouthern

SOUTHERNA

Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.3.3

Surface Water The Savannah River, together with certain of its tributaries, forms the border between the states of Georgia and South Carolina. The confluence of the Seneca and Tugaloo rivers, formerly known as "The Forks" but now inundated by Hartwell Lake, marks the upstream end of the Savannah River. The length of the Savannah River from The Forks to its mouth on the Atlantic Ocean is about 312 mi. The following principal streams make up the Savannah River stream system: * * * * The Tallulah and Chatooga rivers combine to form the Tugaloo River at River Mile 358.1 Twelve Mile Creek and the Keowee River join to form the Seneca River at River Mile 338.5. The Tugaloo and Seneca rivers join to form the Savannah River proper at River Mile 312.1, at the point known as The Forks. The entire 312-mi length of the Savannah River is regulated by a series of three U.S. Army Corps of Engineers (USACE) multipurpose projects, forming a chain along the Georgia-South Carolina border 120 mi long. The three lakes, from upstream to downstream, are: * * * Hartwell Lake and Dam, with 2,550,000 acre-feet of gross storage Richard B. Russell Lake and Dam, with 1,020,000 acre-feet of gross storage J. Strom Thurmond (also known as Clarks Hill) Lake and Dam, with 2,510,000 acre-feet of gross storage

2.3.4

Groundwater Resources The VEGP site lies within the Coastal Plain Physiographic Province. The site is underlain by approximately 1,000 ft of Coastal Plain sediments. The hydrogeologic conditions within the Coastal Plain sediments can be summarized as permeable coarse-grained materials separated by less-permeable fine-grained materials, resulting in a multiple aquifer system. Geotechnical and hydrogeological investigations provide information on the VEGP site from the Triassic Basin rock to the ground surface. Results from these investigations indicate that there are three aquifers underlying the VEGP site, the Cretaceous, Tertiary, and Water Table (or Upper Three Runs), all of which belong to the Southeastern Coastal Plain aquifer system. Although present regionally, the Surficial aquifer system, consisting of Miocene (Hawthorne Formation) through Quaternary deposits, is not continuous over Burke County or the VEGP site. The Floridan aquifer system, also present regionally, is absent from the VEGP site as well.

Page 60 of 98

OUTEIA

SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Groundwater wells will be used to supply makeup water for the Nuclear Island service water system, fire protection, the plant demineralization system, and the potable water system. Existing wells at VEGP are permitted to withdraw 6 million gallons per day monthly average (MGD) [4,167 gpm] and average 5.5 MGD annually [3,819 gpm]. Groundwater withdrawals for Units 3 and 4 are 752 gpm during normal operation and 3140 gpm for the maximum demand scenario. No significant impact to the onsite or regional groundwater aquifer is expected from unit 3 and 4 groundwater use. 2.3.5 Description of Facility The 3,169 acre VEGP site is located on a coastal plain bluff on the southwest side of the Savannah River in eastern Burke County. The site exclusion area boundary (EAB) is bounded by River Road, Hancock Landing Road and approximately 1.7 miles of the Savannah River (River Miles 150.0 to 151.7). The property boundary entirely encompasses the EAB and extends beyond River Road in some areas. The existing VEGP Units 1 and 2 are Westinghouse pressurized water reactor (PWR) plants licensed by the NRC in 1987 and 1989, respectively, and have been in commercial operation since that time. Each unit is rated at 3,565 megawatts thermal (MWt). Plant Wilson, a six-unit oil-fueled combustion turbine facility constructed in 1974 and owned by GPC, is also located on the VEGP site. VEGP Units 1 and 2 each has a concrete containment building adjacent to a common steel and metal-sided turbine building with a reinforced concrete roof. The units share a concrete auxiliary building, control building, and fuel handling building. Supporting structures located on the site include two natural draft cooling towers (one per unit), associated intake and discharge structures, service water cooling towers, a water treatment building, a switchyard, and a training center. The existing VEGP site was originally a four-unit site. The construction permit granted by the NRC reflected four units, and the site grading work was done to support four units. However, only two units were actually constructed. Units 3 and 4 will be constructed west of the Units 1 and 2 plant complex. The new units will be located in approximately the same area proposed for the original Units 3 and 4. Most of this area has already been graded to the same elevation as the current Units 1 and 2 and is planted in pine trees. The area also contains access roads, slabs from old construction buildings, and several structures supporting operation of the existing units. Unit 3 power block structures will be separated from the Unit 2 structures by approximately 1,000 ft. The center point of Unit 3 containment will be approximately 1,700 ft west and 400 ft south of the center point of the Unit 2 containment. The Unit 4 footprint will be separate from but adjacent to the Unit 3 footprint. The center point of Unit 4 will be approximately 800 ft west of the center point of Unit 3. The power block footprints of Units 3 and 4 will require an area of 77.5 acres. The proposed location integrates well with the existing units, and the layout has been designed to give the appearance of a plant site originally designed for four, units. Units 3 and 4 will share a common river intake structure and certain support structures such as office buildings, water, wastewater, and waste-handling facilities. Paved site roadways will connect the new units to the rest of the VEGP site, providing routine and non-routine access to the existing and new units with minimal disturbance of the area.

Page 61 of 98

SOUTHERNa

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

in 5 This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure

The circulating water system for the new units will include two concrete natural-draft hyperbolic cooling towers (one for each unit) and common river intake and discharge structures. The Savannah River will be used for make-up water for the circulating water and the turbine plant cooling systems. The plant discharge will be returned to the Savannah River at a point downstream of the plant discharge for the existing units. The new river intake and discharge structures will be located at a sufficient distance from the existing river intake and discharge facilities to minimize any operational impacts to the existing units and any cumulative environmental impacts to the aquatic ecosystem. These facilities will be designed and constructed from materials architecturally similar to those used for Units 1 and 2. 2.3.6 Siting Assessment The presence of the existing two units and associated infrastructure and the availability of adequate land space was a key factor in selecting the Vogtle site. The physical size of the site (3169 acres) and the availability of land disturbed during the original construction including land cleared and grubbed for two additional units were major advantages for the Vogtle site. The presence of significant quantity of quality borrow material onsite has potential to reduce backfill costs substantially. In addition, the availability of adequate flow from the Savannah River and significant onsite groundwater availability were also major factors in selecting the Vogtle site. No environmentally sensitive areas were identified on the Vogtle site or in the Savannah River proximate to the Vogtle site. The site also has a well developed stormwater drainage system including two retention ponds and numerous engineered drainage features. The availability of road, rail, and barge transportation at the site provides a number of options for delivery of modules, components, and heavy equipment. 2.3.7 Construction Construction activities at the Vogtle site are planned in three distinct phases. The first phase consists of pre-construction activities to prepare the site for the major construction work. This work consists of clearing the site footprint of obstacles such as buildings, old foundations, buried piping and electrical conduit, removal of underground tanks closed in place, and grubbing and rough grading to bring the site to the designated elevation. In 2008, Mactec performed a Phase 1 Environmental Site Assessment to identify any existing environmental conditions that could require early action to manage or remediate. Mactec identified small amounts of non-friable asbestos in buildings proposed for demolition, six underground tanks previously closed in place under the UST standards, lead soil contamination at an old Security Firing Range and an few small areas with soil staining or other indications of old spills. Sampling was conducted in these spill areas and no contamination was detected. Vogtle Landfill # 3 has been involved in a remediation process for very small levels of contaminants in shallow groundwater. SNC plans to remove this landfill and has negotiated a plan with Georgia EPD to facilitate the removal and achieve clean closure. Mactec will conduct the landfill removal in December 2008. In addition, Mactec will also conduct remediation of the Firing Range area in early 2009. All of these activities have been coordinated with Georgia EPD and no concerns have been identified.

Page 62 of 98

SOUTHERN,
MPA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

In addition to the work done under the Phase I Assessment to characterize the site, the ER and FEIS provide additional information related to the impacts of construction on the site. As part of the NEPA process, the NRC has evaluated the impacts of construction on site flora and fauna including threatened and endangered species. A four season study was done by Third Rock, under contract to SNC, to evaluate the terrestrial species on the Vogtle site and transmission lines. This report was submitted with the ER and provided information to the NRC for development of the FEIS. Particular consideration has been given to minimizing impacts in wetlands and areas that have not been previously disturbed. SNC has agreed to provide the necessary controls and Best Management Practices (BMPs) to protect Mallard Pond and its drainage area from disturbance during construction. The NEPA work also included a Phase I and limited Phase II cultural resources study to identify cultural resource sites and confirm if the sites were eligible for the National Historic Registry. This work was conducted by New South Associates and identified two eligible sites. NRC and SNC consulted with the Georgia State Historic Preservation Office (SHPO) and the SHPO concluded that the proposed action was likely to affect but not likely to adversely affect cultural resources at the site. A Memorandum of Understanding (MOU) is being developed to document this conclusion and to define controls to ensure protection of the two eligible sites. NRC also looked at socio-economic impacts including environmental justice in the NEPA action. NRC concluded that many of the socio-economic impacts were positive, especially in Burke County and that no environmental justice issues were identified. Our review of the NEPA actions concludes that NRC's findings of SMALL (adverse), or MODERATE to LARGE (and beneficial), in these categories are appropriate and consistent with the NEPA process. Upon completion of building demolition, the landfill relocation, Firing Range remediation, and site cleanup, additional pre-construction activities will continue. These activities include construction of stormwater controls and retention ponds, roads, temporary office space, and many other pre-construction projects including excavation for the units' foundation. Pre-construction work will be minimal prior to receipt of certification from the GPSC, which is expected by April 2009. Upon receipt of the ESP in the Fall of 2009, activities authorized under the Limited Work Authorization (LWA) may begin. The LWA authorizes certain safety-related work to begin early based on a review conducted by NRC as part of the ESP. LWA activities will include the placement of backfill, retaining structures, and mudmats in the excavation. This work will constitute the second phase of construction. Upon receipt of the Combined Construction and Operating License (COL) in September 2011, the third and final phase of construction will begin. This phase involves placement of modules, pouring of safety-related concrete, and installation of plant equipment. During the three phases of construction, environmental permits and controls, as well as procedures will be in place to ensure compliance. A comprehensive Master Stormwater Plan and a Spill Control and Countermeasure (SPCC) will be in place to manage runoff and prevent/mitigate spill events. Development of an Environmental Management System (EMS) is underway to provide a programmatic approach to environmental compliance. Waste minimization, pollution prevention, and recycling will be cornerstones of this program. The program will be managed by an onsite environmental specialist and supported by the SNC corporate environmental staff. As construction progresses through the three phases, the EMS will be supplemented as needed to ensure effective compliance oversight. Page 63 of 98

A SOUTHERNA E

___

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Southern Nuclear Operating Company

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Review of the above information indicates that no significant technical, regulatory, or engineering obstacles exist that would prevent the construction of Vogtle Units 3 and 4. The information disclosed by the Phase I Assessment does not appear significant and the proposed EMS approach to environmental compliance meets and exceeds the current regulatory requirements in Georgia. 2.3.8 Operation Vogtle Unit 3 will become operational in 2016 and Unit 4 will become operational in 2017. The short period of overlap between construction and operation is not expected to result in any significant environmental issues. The environmental impacts associated with operation are much more clearly defined and limited to a much smaller area than in construction. Impacts to land use, wetlands, threatened and endangered species, and cultural resources are much less likely to result from operation. The three major areas of environmental impact from operation are water withdrawal, wastewater discharge, and waste management. SNC has many years of experience operating nuclear power plants and managing environmental compliance with operating plants. Much of the environmental compliance actions associated with operating plants are defined by permit conditions and involve sampling, monitoring, and reporting of data at designated monitoring points. SNC has an outstanding environmental compliance record for the existing Vogtle units and expects to meet or exceed that standard for Units 3 and 4. During the NEPA evaluation, SNC and NRC performed extensive evaluations of the effect of withdrawal of cooling water on the Savannah River fishery, particularly on impingement of fish and entrainment of eggs and larvae. NRC concluded that the impact from water withdrawal was SMALL even during extreme drought events. Make-up water will be taken from the Savannah River by pumps at a maximum rate of approximately 57,784 gpm (128.8 cfs) for two units. (This is based on maintaining two cycles of concentration in the cooling tower.) Normally the cooling water system will be operated at four or more cycles of concentration, decreasing to lower cycles of concentration when river water conditions necessitate, e.g., high suspended solids in the river water. The pumps will be installed in a new intake structure located upstream of the intake structure for the existing VEGP units. The make-up water will be pumped to the cooling tower collection basin directly. Blowdown from the cooling towers will discharge to a common blowdown sump to support treatment to remove biocide residual before being discharged to the river. e for the two AP1000 units' normal operation is 27,924 gpm (62 cfs), with a maximum of 28,904 gpm (64 cfs). Less than one percent of the average Savannah River flow past Plant Vogtle will be lost to evaporation from the new units' cooling towers. Less than two percent of the 7Q10 flow will be lost. When the amount of water lost to evaporation is compared to river flow, consumptive use is expected to be highest in summer and fall and lowest in the winter and spring.

Page 64 of 98

SOUTHERN

SSouthern Operating Company Nuclear Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Consumptive losses of this magnitude will, under normal circumstances (typical flows), be barely discernible. During low-flow periods, operation of the proposed new units at VEGP will have a SMALL impact on the availability of water downstream of the plant. Consumptive losses of this magnitude will, under normal circumstances (typical flows), be barely discernible. During low-flow periods, operation of the proposed new units at VEGP will have a SMALL impact on the availability of water downstream of the plant. Model results were confirmed with field studies on the Unit 1 and 2 plume. Under extreme conditions, the thermal plume associated with the Vogtle Units 3 and 4 discharge is barely discernable and would not impede fish passage or have a significant adverse effect on fish or other aquatic life. NRC also concluded that impacts from the discharge, including thermal and chemical were SMALL for all conditions. An evaluation of wastewater and solid waste management and controls was also conducted by NRC in the FEIS. NRC concluded that these impacts were SMALL, as well. Finally, the NEPA process also included an evaluation of the cumulative impacts of operation of the existing Vogtle Units 1 and 2 and the new Vogtle Units 3 and 4 on the local and regional environment. This evaluation considered the effects of activities conducted on the Savannah River Site (SRS), impacts of upstream and downstream water withdrawals, and other potential cumulative impacts on the environment. Again, NRC concluded that the impacts were SMALL. Based on our review of the above information and supporting documentation, the conclusions reached by NRC in their NEPA assessments are both conservative and consistent with our independent assessment. 2.3.9 Conclusion In summary, a vast body of information has been developed to assess the environmental impacts of siting, constructing, and operating two additional Westinghouse AP1000 units on the existing Vogtle site. This information includes the Environmental Report (ER) developed by the applicant, the Final EIS developed by the NRC and issued as NUREG 1872, vast amounts of supplementary and supporting information developed during the EIS process, studies developed by the applicant and others related to site development, cultural resources, threatened and endangered species, and a Phase 1 and limited Phase II Site Assessment using the EPA Due Diligence protocol. This information is supported by a number of NRC and NRC contractor visits to the site and the local communities. Environmental regulators from federal agencies such as the USACE, USFWS, NMFS, and EPA; and regulators from both Georgia and South Carolina have participated since 2006 in the ESP and COL review process. Preliminary discussions with them indicate that they also support the NRC conclusions reached in the FEIS. EPA has vetted and approved the FEIS issued by NRC.

Page 65 of 98

A
waSOHEmaN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

This information has been examined individually and in total, with emphasis on process independence. Based on this examination, SNC concludes that the process is comprehensive, considerate of input from all resources, independent, and fair. In addition, based on our review of the material, we conclude that the environmental impacts associated with the siting, construction, and operation of Vogtle Units 3 and 4 are SMALL, especially when considered in the context of the societal benefits that result from the project. Further, our evaluation has not identified any issue that would prevent or preclude the construction and operation of Vogtle Units 3 and 4. 2.4 Regulatory Considerations and Approvals Southern Nuclear, on behalf of GPC, Oglethorpe, MEAG, and the City of Dalton have applied to the NRC for various permits and licenses. The first is an ESP which is authorized under NRC Regulations in 10 CFR Part 52 to establish the suitability of the Vogtle site. The application for an ESP was originally filed with the NRC in August 2006. Under the authority of 10 CFR Part 52 and 10 CFR 50.10, Southern Nuclear also amended the ESP request in August 2007 to include a Limited Work Authorization (LWA) to begin some of the safetyrelated subsurface work prior to receipt of any COLs. The current status of this action is that the NRC has issued both the Final Environmental Impact Statement and the Advance Final Safety Evaluation Report concluding that an ESP should be issued. An ESP is expected in the third quarter of 2009. In March 2008, Southern Nuclear also filed for an application for two COLs for Vogtle Units 3 and 4. COL is defined to include both a construction permit and an operating license. This application would allow Southern Nuclear to construct and then operate Vogtle 3 and 4 for a period of 40 years. The current status of this action is that the NRC has accepted and docketed the application. It is currently under NRC review. These two COLs are expected in the third quarter of 2011. This COL application is for two Class 103 COLs under 10 CFR Part 52, Subpart C, to construct and operate two additional nuclear power plants at the Vogtle site, located adjacent to the existing Vogtle Units 1 and 2 in Burke County, Georgia. Pursuant to 10 CFR 52.73(a), this application incorporates the Design Control Document (DCD) for a simplified passive advanced light water reactor plant provided by Westinghouse Electric Company, LLC (Westinghouse), the entity sponsoring and obtaining the AP1000 design certification documented in 10 CFR Part 52, Appendix D. In addition, this application is for the necessary licenses issued under 10 CFR Part 30, 10 CFR Part 40, and 10 CFR Part 70 to receive, possess, and use byproduct, source and special nuclear material. Byproduct, source, and special nuclear material shall be in the form of sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment, calibration, and fission detectors in amounts as required. Byproduct, source, and special nuclear material in amounts as required, without restriction to chemical or physical form, shall be for sample analysis or instrument and equipment calibration or associated with radioactive apparatus or components. Special nuclear material shall be in the form of reactor fuel and spent fuel, in accordance with limitations for storage and amounts required for reactor operation. Construction and operation of the proposed plant also requires compliance with a number of environmental regulations, obtaining a number of associated permits, and performing consultations with Government agencies. An assessment was performed of applicable regulations, permits, and consultations required by Federal, state, regional, local, and potentially affected Native American tribal agencies. Page 66 of 98

SSouthern sOUPTHEMAN
Tsa

Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Four regulatory agencies have jurisdiction over the rates, financing, or financial reporting incident to the construction and operation of VEGP Units 3 and 4 related to GPC. These regulatory agencies are the GPSC, the FERC, SEC and the NRC. GPC works with these agencies to obtain the necessary certifications and to provide the necessary reporting to support this program. In August of 2008, GPC filed a Certificate of Need with the GPSC seeking an order certifying the new units. If certified, GPC will be assured of the recovery of the prudently incurred costs of construction of the new units. 2.4.1 Environmental Permits and Other Authorizations Vogtle Units 3 and 4 must be designed, licensed, constructed, and operated in accordance with applicable federal, state, and local laws, regulations, codes, standards, guidelines, and policies. Based on our review, the applicant has identified the necessary permits, consultations, plans, and approvals to support construction and operation of Vogtle Units 3 and 4. While many of the required permits and approvals have not yet been obtained, they are either planned, in progress, or have been completed. Consultations required under the Endangered Species Act and by the NEPA are complete and details are provided in the Environmental Report (ER) prepared by Southern Nuclear (SNC), the NRC Final Environmental Impact Statement (FEIS), NUREG 1872, or in supporting documentation. Based on review of the above documents and independent assessment of available information, no technical, regulatory, or engineering circumstances have been identified that would prevent issuance of the necessary permits and approvals. The following tables (Table 2 and 3) contain a summary of all permits, approval, and plans identified to support construction and operation of Vogtle Units 3 and 4. The Table 2 includes the permit title, issuing agency, proposed application date, responsible party, expected receipt date, and status. Table 3 provides information about environmental plans required for the project.

Page 67 of 98

SOUTHEmRN-

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table 2 Permit Early Site Permit and Limited Work Authorization Combined Operating License Section 404 Permit Permitting Agency NRC Application Date 8/2006 Date Required 9/2009 Date Issued Responsibility SNC Permit Process & Comments Currently under NRC review.

NRC USACE

3/2008 3/2009

9/2011 1/2010

SNC SNC

Currently under NRC review. Permit application to be submitted in accordance with USACE regulations. Corps permit to cover barge slip, intake, and discharge Permit application to be submitted in accordance with USACE regulations. Corps master permit to cover barge slip, intake, and discharge Renewal of existing certificate Application will be submitted if permit needed Application will be submitted if permit needed Application will be submitted if permit needed Permit application to be submitted in accordance with FAA requirements.

Section 10 Permit

USACE

3/2009

1/2010

SNC

Certificate of Registration Depredation Permit Scientific Collecting Permit Salvage Permit Objects Affecting Navigable Airspace Construction Notice

USDOT USFWS USFWS USFWS FAA

3/2009 If Needed If Needed If Needed 1/2010

6/2009 TBD TBD TBD 4/2010 TBD TBD TBD

SNC SNC/GPC SNC/GPC SNC/GPC Shaw

Page 68 of 98

SOUT ERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table 2 Permit Objects Affecting Navigable Airspace Permanent Structures Historic Resources Consultation Section 401 Certification GA Endangered Wildlife Act Air Quality Construction Permit GDNR GDNR GDNR GDNR 12/2008 3/2009 N/A 1/2009 4/2009 1/2010 N/A 2/2010 SNC SNC SNC SNC Permitting Agency Application Date Date Required Date Responsibility Issued Permit Process & Comments Permit application to be submitted in accordance with FAA requirements. Finalize MOU with SHPO In support of Corps Master permit Consultation covers impacts to state protected species. Apply if needed Permit application will be submitted in accordance with the GDNR regulations. This permit is for the
permanent air sources

Air Quality Construction Permit

GDNR

12/2008

4/2009

Shaw

Permit application will be submitted in accordance with the GDNR regulations. This permit is for the contractor air sources Batch Plant; if needed Unit 3 Modification of existing permit Unit 4 Modification of existing permit Stand Alone Projects (incl. Units 3 and 4). Permit application submitted in accordance with the GDNR
regulations.

NPDES Wastewater Permit NPDES Wastewater Permit NPDES Wastewater Permit Stand-Alone Construction Projects Storm Water Permit

GDNR GDNR GDNR GDNR

12/2008 TBD TBD 10/2008

5/2009 2015 2016 Various

Shaw SNC SNC SNC

Page 69 of 98

S@UE OMHm

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

Table 2 Permit Infrastructure Projects Construction Storm Water Permit General Permit for Industrial Storm Water Discharges Permit to Operate a
Public Water System

Permitting Agency GDNR

Application Date

Date Required 6/2011

Date Issued

Responsibility GPC

Permit Process & Comments New Transmission Line Construction

GDNR

TBD

2015

SNC

For storm water discharges associated with industrial activity. Will be a modification of an existing permit. Will be a modification of an existing
permit.

GDNR GDNR

12/2008 1/2009

6/2009 11/2009

SNC SNC

Permit to Withdraw Groundwater - Make up Wells 3 and 4 Permit to Withdraw Groundwater Dewatering Activities Certificate of Abandoned Well(s) MU-2A Certificate of Abandoned Wells() SW-5 Permit to Withdraw Surface Water Land Disturbing Activity Permit State Waters Buffer Variance

Will be a modification of an existing permit. This permit was submitted on September 3, 2008 in accordance with GDNR regulations. SNC will provide a certified statement to GDNR within 30 days after the well is abandoned. SNC will provide a certified statement to GDNR within 30 days after the well is abandoned. Will likely be a modification of an existing permit. This permit is not applicable since GPC is exempt pursuant to O.C.G.A.
12-7-17(10)

GDNR

9/2008

3/2009

SNC

GDNR

2011

2015

SNC

GDNR

1/2009

3/2009

SNC

GDNR GDNR

1/2009 N/A

2015 N/A

SNC N/A

GDNR

3/2009

1/2010

SNC

In support of Corps permit

Page 70 of 98

soutNU

AN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table 2 Permit Private Industrial Landfill Permit Solid Waste Handling Permit Title V Operating Permit Certificate of Public Convenience and Necessity General Permit to Transport Radioactive Materials Right-of-Way Permit Tennessee Radioactive Waste License for Delivery Utah Radiation Control Rule Scientific Collecting Permit Scientific Collecting Permit Land Disturbing Activity Permit Building Permit Permitting Agency GDNR GDNR GDNR GPSC Application Date 12/2008 N/A TBD 8/2008 Date Required 5/2010 10/2008 2015 3/2009 Date Issued Responsibility SNC SNC SNC GPC Permit Process & Comments Will be a modification/closure of an existing permit. Existing Permit - no modification required. Will be a modification of an existing permit.

GDNR/ GDPS GDOT TDEC TBD TBD

2015

SNC

Will be a modification of an existing permit.

6/2011 2015

GPC SNC Will be a modification of an existing permit. Will be a modification of an existing permit. Application will be submitted if permit needed Application will be submitted if permit needed This permit is not applicable since GPC is exempt pursuant to O.C.G.A. 12-7-17(10) County deferred to state; exemption sought

UDEQ GDNR SCDNR Burke Co

TBD If Needed If Needed N/A

2015 TBD TBD N/A TBD TBD N/A

SNC SNC/GPC SNC/GPC

Burke Co

N/A

N/A

N/A

Sbeing
Page 71 of 98

SOUTHERNM

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table 2 Permit Demolition Notification Land Disturbing Activity Permit Permitting Agency GDNR/ Burke Co Various Application Date 10/2008 N/A Date Required Various N/A Date Issued N/A N/A Responsibility SNC Permit Process & Comments First notification submitted in 10/2008 Construction of Transmission Line through Jefferson, Warren and McDuffie Counties. This permit is not applicable since GPC is exempt pursuant to O.C.G.A. 12-7-17(10)

Table 3 Plan Risk Management Plan Process Safety Management Plan SPCC Plan - Operation SPCC Plan Construction Date Complete If Needed If Needed TBD 12/2008 Date Needed TBD TBD 2015 12/2008 Responsibility SNC SNC SNC SNC/Shaw Comments Vogtle 1 and 2 do not require plan; Plan is unlikely for 3 and 4 OSHA standard; Vogtle 1 and 2 do not have plan; plan unlikely for 3 and 4 Revision of existing Unit 1&2 Plan Developed by Shaw

Page 72 of 98

A
SOUTHERNA,

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The following information briefly describes the major permit and consultation areas associated with Vogtle Units 3 and 4 construction and operation. 2.4.1.1 Air Permits Air permits will be required during construction to support activities associated with the concrete batch plant, concrete crushing operation to reclaim and recycle old concrete from Unit 1 and 2 construction support areas, fuel storage areas, and fugitive emissions. In addition, an air permit will be needed for installation of permanent emission sources including normally operated and emergency diesel generators and the natural draft cooling towers. A PSD review will be conducted to support these permits. Once the units become operational, a Title V permit will be needed for the emergency diesel generators. These permits are issued by the Georgia Department of Natural Resources - Environmental Protection Division (EPD) 2.4.1.2 Water Surface Water Withdrawal and Groundwater Use permits will be required to support withdrawal of surface water and groundwater for cooling and other operational uses. In addition, a Groundwater Withdrawal permit will be required for construction to support dewatering of the foundation excavation. These permits are issued by the Georgia EPD. 2.4.1.3 Stormwater Permits will be required to manage non-point source effluent from storm events to ensure state water quality criteria are protected during construction and subsequently during facility operation. A Master Stormwater Plan has been developed for construction to define discrete areas where land disturbing activities will occur and develop appropriate controls and Best Management Practices (BMPs) to manage runoff. Georgia has a General Stormwater Permit for Construction and coverage is obtained by filing of a Notice of Intent (NOI). The first NOIs were filed in October 2008. Additional NOls will be filed as the project progresses. Once the facility becomes operational, a Stormwater Permit for Industrial Activity must be obtained to manage runoff from areas associated with industrial activity. A Stormwater Pollution Prevention plan must also be developed. 2.4.1.4 Wastewater The primary source of wastewater from operation of Vogtle Units 3 and 4 is the blowdown from the natural draft cooling towers. Other wastewaters, including the effluent from site sewage treatment facilities, are collected in two lined retention basins. The effluent from these basins is combined with the cooling water in a common mixing sump, treated to remove biocide residuals, and routed through a common discharge line to the Savannah River.

Page 73 of 98

SOUTHERNMA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

COMPANY This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.4.1.5

Solid Waste The existing Landfill # 3 will be removed and closed with waste moved to an offsite disposal facility. The area where this landfill is located is needed for the Vogtle Unit 3 and 4 switchyard. The permit for Landfill # 2 will be modified to support a vertical expansion to provide for future solid waste disposal capacity. These landfills are inert waste landfills. Garbage and trash are managed by onsite collection and disposal in a permitted offsite facility (county landfill). During construction and subsequently for operation, controls will be in place for management of other types of waste including wood, cardboard, paper, scrap metal, used oil, paint and hazardous and mixed waste. Only a small amount of hazardous or mixed waste generation is anticipated. A Pollution Prevention Program will be in place to minimize waste generation and recycling will be used, where appropriate.

2.4.1.6

Wetlands A wetland delineation and Jurisdictional Determination has been completed for the site. Only a small amount of low quality wetlands are impacted by construction.

2.4.1.7

Noise Vogtle Units 3 and 4 will use natural draft cooling towers so there are no fans to make noise. In addition, siting of the proposed 500 kV transmission line has identified no concerns with noise at the site boundary or along the transmission route.

2.4.1.8

Agency Consultations In accordance with NEPA, the NRC consulted with federal agencies including U.S. Fish and Wildlife Service (USFWS) and National Marine Fisheries Service (NMFS) on issues involving endangered species. A Biological Assessment (BA) was developed by NRC to characterize impacts on aquatic species in the Savannah River including the federally-endangered short-nose sturgeon. The NMFS issued a Biological Opinion (BO) in response confirming that the construction and operation of Vogtle Units 3 and 4 would not adversely impact aquatic species including the short-nose sturgeon. This information is documented in the Final Environmental Impact Statement (FEIS) NUREG 1872 issued by NRC in August 2008. NRC also consulted with the U.S. Army Corps of Engineers on matters involving permits needed under Section 404 of the Clean Water Act and Section 10 of the Rivers and Harbors Act to install an intake structure, discharge structure, and barge slip on the Savannah River. This information is also discussed in the FEIS. No significant issues were identified.

Page 74 of 98

S SOUTHERNA; R COMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The NRC also consulted with state agencies in Georgia and South Carolina including the Georgia Department of Natural Resources (DNR) and the South Carolina Department of Health and Environmental Control (DHEC). Matters involving cultural resources were discussed with the State Historic Preservation Office (SHPO). A Phase 1 Survey was conducted for the entire site with two eligible sites confirmed, and a Phase 2 Survey, with limited data recovery, was conducted in one of the eligible sites to support routing of the intake pipeline. The pipeline route disturbed less than 10 percent of the site and the SHPO concluded the action would affect, but not adversely affect the cultural resource. A Memorandum of Understanding documenting the consultation is in progress. Matters involving water quality, including Clean Water Act Section 401 certifications were discussed with Georgia and South Carolina agencies. Based on review of the FEIS, supporting documentation, and independent assessment of all available information, no issues were identified that would prevent construction and operation of Vogtle Units 3 and 4. 2.4.1.9 NEPA In accordance with the NEPA, the NRC developed and issued a FEIS in August 2008 as NUREG 1872. This document provides a comprehensive assessment of the environmental impacts from construction and operation of Vogtle Units 3 and 4. In addition, the FEIS considers the impacts on the community including socio-economic impacts and environmental justice. Many of the socio-economic impacts are significant and positive, especially in Burke County, Georgia. No environmental justice issues were identified. The FEIS also evaluates cumulative impacts on the local environs and the region. No significant cumulative impacts were identified. 2.4.1.10 Other Permits and Approvals In addition to the major permits, approvals, and consultations discussed above, Vogtle Units 3 and 4 will be subject to a number of additional permits and approvals for construction and operation of the facility. This review considered these additional permits and approvals but in the interest of brevity did not discuss them in detail here. Based on our review, there is no indication of any technical, regulatory, or engineering issue applicable to any of these permits and approval that would jeopardize the construction and operation of Vogtle Units 3 and 4. Dialogue has been ongoing with affected federal, state, and local agencies for more than two years to ensure the permit process is managed efficiently, with concerns identified early to preclude impact to the construction or operation schedules.

Page 75 of 98

A
SOUTHERNA
coMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.4.1.11

Conclusion An independent review was conducted of the Environmental Report (ER) prepared by SNC, the Final EIS prepared by NRC and issued as NUREG 1872 in August 2008, and relevant supporting documentation to confirm compliance with applicable regulatory requirements, permitting, approvals, consultations, and other actions associated with environmental compliance. Based on this review, it is noted that NRC conclusions in the FEIS are SMALL for all matters relating to environmental compliance including impacts to the environment associated with construction and operation of Vogtle Units 3 and 4. No technical, regulatory, or engineering issues have been identified that would prevent the facility from obtaining the necessary permits and authorization to construct and operate the facility. In addition, the FEIS (NUREG 1872) concludes that the construction and operation of Vogtle Units 3 and 4 will not have significant adverse impact to the site and local environment. SNC concludes that actions have been and are being taken to obtain the necessary permits and regulatory approvals and other environmental actions to support all project activities including construction.

2.5

Project Activities 2.5.1 Engineering Procurement Construction (EPC) Contract On April 8, 2008 GPC acting for itself and as agent for OPC, the MEAG, and the City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners, entered into an Engineering, Procurement, and Construction (EPC) contract with a Consortium consisting of Westinghouse Electric Company LLC and Stone & Webster, Inc. The EPC contract was developed and negotiated over a period of approximately two years. The Owners of Vogtle 3 & 4 were represented by experienced personnel from SNC, GPC, Southern Company's Engineering and Construction Services organization, Southern Company's Supply Chain organization, and outside legal counsel from two independent firms. This core contract development and negotiating team was supplemented as needed by other personnel who held expertise in a wide variety of topics that were covered by the EPC contract. These topics included, but are not limited to: * * * * * * * * Plant operations Plant staffing and training Preoperational and startup testing Environmental Nuclear licensing Performance testing Project scheduling and cost control Craft labor

Page 76 of 98

A SOUTHERNm
OM Y A

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

* * * * *

Design Construction management and oversight Quality Assurance Safety, health and Fitness For Duty Information technology

The EPC contract thoroughly covers a wide range of topics in order to adequately define the scope of the project and to identify the responsibilities of the Owners and the Consortium members. Contents of the EPC include the following: 2.5.1.1 Project Scope and Location Vogtle 3 & 4 will be comprised of two Westinghouse AP1000 units which will be located at the site of two operating nuclear units, VEGP 1 & 2. Details of the project scope are contained within the EPC contract and the exhibits which are attached as a part of the contract. The contract and exhibits contain and define an adequate level of detail for the project scope. Owner responsibilities and Consortium responsibilities are clearly defined. Exhibit A to the EPC describes systems, buildings, site development activities, and project development activities within the Consortium's scope of work under the EPC contract. This Exhibit distinguishes the scope that is the responsibility of the Consortium from the activities and items that are the responsibility of the Owners. Relative to these items required interfaces between Consortium and the Owners are also shown in this Exhibit. 2.5.1.2 Consortium Responsibilities The Consortium's scope of work under the EPC includes the following: * * * * * Obtaining NRC approvals for the AP1000 design certification Provide management and supervision for Consortium responsibilities Provide the design and engineering functions for assigned scope of work Design, select and procure components, equipment and modules Meet applicable codes and standards including design and construction performance standards Obtain permits within assigned scope Assemble, install, and construct the plant as defined in the EPC contract Provide craft labor and supervision Construction testing

* * * *

Page 77 of 98

A
S OUTHERN
YA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inother United States Federal Government agencies whose review isrequired for approval of the GPC VogUe Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

* * * * 2.5.1.3

Start-up testing Perform and document regulatory-required ITAAC Provide and retain required documentation Quality Assurance

Owner Responsibilities Responsibilities of the Owners include: * * Providing the site, site access and appropriate rights to use the site Provide initial site characterizations and information establishing suitability of the site Providing required NRC, GPSC and other regulatory approvals Responsibility for project licensing activities Providing project management and construction management on behalf of the Owners Providing and training personnel to perform startup activities in Owners scope Provide training and staffing for plant operational phase Overall Quality Assurance program

* * *

* * * 2.5.1.4

Changes The EPC contract makes provisions for potential changes in work scope or responsibility for a particular work scope. The contract provides for the processing of changes that arise for various reasons: changes due to Consortium actions, Owner directed changes or requests, regulatory or legal based requirements, or force majeure events. Commercial responsibility for the impacts on cost and schedule are clearly defined in the contract. In the event of a dispute concerning a change, methods are defined for achieving dispute resolution.

Page 78 of 98

rA

soUTHERNAr

COMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.5.1.5

Contract Milestones and Schedule The EPC contract identifies project milestones and activities that must be met in order to achieve contractually required Commercial Operation Dates of April 1, 2016 for Unit 3 and April 1, 2017 for Unit 4. A detailed schedule for EPC activities is included with the EPC contract as an Exhibit. This schedule contains a detailed construction plan for achieving the required work by the Consortium. This schedule currently contains tens of thousands of line items that are sequenced and linked through standard scheduling logic techniques. Additional line items and associated schedule logic is being added as additional details are developed. The Owner has contractually guaranteed rights to review, approve and monitor schedule progress. Changes to the schedule that affect critical activities or milestones require approval of the Owner. The Owner has rights to monitor schedule progress. Remedies for lack of progress are defined within the EPC contract.

2.5.1.6

Commercial Terms The EPC contract and attached Exhibits define a comprehensive set of commercial terms that adequately address commercial considerations appropriate to a contract of this size and type. The commercial terms in this contract were the result of lengthy negotiations by personnel with experience and expertise in various topical areas that were addressed by the contract. A discussion of key commercial terms is included in the following sections.

2.5.1.7

Pricing The EPC contract contains detailed information concerning the pricing methodology that will be applied to the scope of the contract. The pricing methodology is structured to give an adequate level of price certainty to the Owners without unnecessarily adding to the cost of the contract through the inclusion of high levels of contingency. The EPC contract uses a combination of scope that is fixed price with fixed escalation, and other portions of the scope that can be price-adjusted. The method for adjusting the price for the scope that is subject to price-adjustment is clearly defined in the EPC contract and Exhibits. The price adjustment of certain scope will be calculated through the application of pre-identified and agreed upon indices. These indices are applicable to nuclear power plant and other large industrial projects. Application of these indices is an acceptable contracting cost adjustment technique that is used on many large construction projects. The Owner has the right to audit the pricing information including the real-time application of the price adjustment indices.

2.5.1.8

Payments and Payment Schedule The EPC contract and attached Exhibits contain detailed payment schedules for the scope of work that is covered by the contract. These payment schedules clearly show the timing and amount of payments for the duration of the contract. The contract also clearly identifies in an appropriate level of detail the specific work activities that must be accomplished in order to receive a specified payment. The Owners have contractually established rights to audit, inspect and perform oversight on work activities in order to verify that work has been satisfactorily completed prior to making payment. The payment schedule is based on the overall project design, procurement, and construction schedule. Page 79 of 98

SOUTHERNA
COM A

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5

U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Provisions for retainage of payment, holdback of payments, and payment of disputed work are contained within the contract. Methods for making final payments and/or settling disputes are defined within the contract. 2.5.1.9 Schedule Guarantees and Delay Liquidated Damages The EPC contract requires a Commercial Operation Date of April 1, 2016 for Unit 3 and A Commercial Operation Date of April 1, 2017 for Unit 4. Payment of liquidated damages is required by the EPC contract if these dates are not met due to the fault of the Consortium. The periodic amounts of liquidated damages based on schedule performance are clearly specified in the contract. The method of payment for liquidated damages is also clearly defined in the contract. 2.5.1.10 Performance Guarantees and Performance Liquidated Damages The EPC contract specifies the megawatt output that is guaranteed to be produced by each unit. This guaranteed megawatt output is guaranteed at a clearly defined set of design conditions. Performance testing will be performed to determine if the performance guarantee has been met. Performance testing will be conducted using applicable and approved test codes and approved test procedures. Owners have rights to review and approve the performance testing procedures, to witness the conduct of the performance testing, and to review, analyze and approve the results of the testing. Amounts of liquidated damages that must be paid to the Owners is the guaranteed performance is not met are clearly defined in the contract. 2.5.1.11 Long Lead Procurements The need for certain long lead material procurement has been addressed through the EPC contract. Provisions to procure long lead material on the appropriate schedule have been covered in the contract. 2.5.1.12 Termination and Default The EPC contract specifies the right of the Owner to terminate the contract for convenience, in the event of the Consortiums' default, or due to uncontrollable circumstances. The contract specifies the respective rights of the parties to complete the work, take assignment of subcontracts, and payment for completed work, as the case may be. 2.5.2 Other Project Activities The above discussion focused on the activities of the Consortium relative to the EPC contract activities. However, there are numerous other Owner activities that support operation of the two new units by 2016. These activities and associated costs have been established and organizational structures are being put in place at SNC and GPC to manage both the EPC contract and these other activities. These other activities that affect schedule and cost are discussed in sections throughout this document. However, they can be summarized into the following categories:

Page 80 of 98

E A SOMUTHERN,

Southern Nuclear Operating Company


T tProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Resources for Licensing and Environmental and Oversight of Design, Procurement and Construction Owner organizational resources are being applied to support licensing and environmental, to provide oversight of contracted activities, and to provide various support functions. This organization will eventually grow to well over 150 individuals within the respective organizations. Areas that are also included in this oversight: Legal fees, NRC and other regulatory fees, Insurance, Sales and use taxes, Permits, Construction utilities (water, power), Information Technology infrastructure

Demolition Owner costs have been included to demolish certain Unit 1 and 2 existing structures within the footprint.

Transmission line additions and changes: Changes are being made to the transmission system to support the power delivery of these two new units.

Construction of Certain Support Structures The construction of certain support structures are outside the EPC contract and fall within the Owner scope. These structures include the Training Center, Rotor storage building, minor miscellaneous structures and certain VEGP Unit 1 and 2 modifications required to build VEGP 3 and 4.

Activities Necessary to Prepare for Operation Specific activities are necessary to establish the staffing and procedures to support plant operation of VEGP 3 and 4. These include the hiring and training of operators and staff and the develop of numerous operation and
maintenance procedures.

Page 81 of 98

m SOUTHEMA

Tmmhl

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6

Construction Process The construction process for Vogtle 3 and 4 involves factory fabrication of modules for many components. These are then shipped to the VEGP site where final assembly may take place prior to final module installation. This overall process is shown pictorially below and described further in the construction sections.

Rail/Truck Shipment of Modules

Factory Production of Modules

Onsite Module Assembly

Plant Order
Site Survey and Preparation Site Construction ln
Plant

I/f
Time

Operation

Construction related activities for the Vogtle site may be divided into the following general categories: * * * * * * * * Preconstruction activities Site preparation Construction of common facilities Offsite module fabrication Onsite module fabrication AP1000 construction, LWA phase AP1000 construction, COL phase Modifications to existing units

These general categories are described in more detail below.

Page 82 of 98

SOUTHERN
OM Y

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.1

Preconstruction activities Limited to those activities allowed by the GPSC prior to approval to construct new generating units. Activities classified as preconstruction include the relocation and demolition of existing facilities impacted by the new units and construction of environmental protection features for stormwater and erosion control. Also included in this category is the relocation of a major transmission line around the proposed location for the new units. These activities began in mid-2008 and will continue through PSC certification, expected in March of 2009.

2.6.2

Site Preparation Includes construction of temporary support facilities for construction and major earthwork activities to clear and grub the construction area, perform power block excavation, develop borrow sources, and stockpile qualified fill material for nuclear island backfill. Excavation is included as a site preparation activity because excavation is excluded from the NRC definition of construction and may be performed without NRC approval. The excavation for both new units is projected to involve roughly 3.9 million cubic yards of excavation. Approximately 30% of this material is expected to meet the gradation and classification requirements for safety-related backfill and will be segregated in a qualified material stockpile. Excavation for Unit 4 will be sequenced to allow qualified material to move directly from the Unit 4 excavation to the Unit 3 backfill operation. To support switchyard construction, approximately 3 million cubic yards of cut will be performed to level and lower an area north of the new units. This cut will provide an additional amount for use as engineered fill. Final volumes of qualified fill material will be obtained from other borrow sources onsite. Spoil material will be used to construct new laydown areas west of the new units. Total volume of cut and fill for the site is projected to approach 9 million cubic yards. The temporary construction facilities include construction offices, medical facilities, warehouse and material receiving facilities, craft facilities, training facilities, fabrication facilities for onsite fabrication of modules, a batch plant, heavy haul paths and equipment laydown areas. The batch plant will include two separate equipment lines to ensure large safety-related pours are not dependent on a single batch plant. Most temporary facilities will be complete by mid 2010.

2.6.3

Construction of Common Facilities This includes construction of permanent structures that support the long term operation of the new units. These structures are either shared between Units 3 and 4 or may by shared by all four units when construction is complete. Common permanent facilities that will directly support the new units include a new river intake structure, two new permanent deep wells, a well water transfer and supply system, yard fire protection system, potable water system, permanent retail power supply distribution system. Common structures that will eventually support all four units include a new barge offloading facility and new support buildings including a Maintenance Support Building, Engineering Building, Administration Building, Communications Support Center (including new security and EP facilities for the site), Personnel Access Point (PAP), Warehouse, Receiving Warehouse, Diesel Fuel Offloading Station, and Low Level Storage Building for storage of contaminated outage equipment. Page 83 of 98

OUESouthern

Nuclear Operating Company

SOUTMERNA YProposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

All of these facilities will be constructed by the primary constructor for the new units as part of the EPC contract. With the exception of the Communications Support Center, these facilities may be constructed outside of the NRC LWA or COL. 2.6.4 Offsite Module Fabrication Modules will be constructed offsite. The fabrication and the onsite assembly will be performed in parallel with many of the site preparation activities to assure that the modules are onsite in time to support plant construction. The EPC contractor plans to fabricate the major structural modules at a new facility currently under construction in Lake Charles, Louisiana. Modules will be shipped by truck, rail, or barge to the Vogtle site. The large modules will be shipped in sections for final fabrication at the Vogtle site. 2.6.5 Onsite Module Fabrication This includes the final assembly of structural modules prior to final placement as part of construction. Major items that will require final assembly onsite include the containment shield building, containment module CA-01, Nuclear Island Module CA20. Additionally, the containment vessel itself will be assembled onsite. 2.6.6 AP1000 Construction, LWA Phase This includes activities for which it is anticipated that Vogtle will receive an NRC LWA (Limited Work Authorization) to perform prior to receipt of a COL. These activities are all associated with safety-related construction. For Vogtle, the scope for LWA work will include all engineered fill placement associated with the AP1000 primary power block, construction of an MSE (mechanically stabilized earth) wall that will form the outside formwork for the Nuclear Island basemat and walls to grade, installation of the mudmats and waterproof membrane beneath the Nuclear Island, and placement of all rebar and embeds for the Nuclear Island prior to placement of first safety-related concrete. 2.6.7 AP1000 Construction, COL Phase This includes all activities for each AP1000 unit from placement of first Nuclear Island basemat concrete to substantial completion of the units prior to fuel load. Projected duration for this phase of construction is 48 months for each unit. The lag between completion of construction activities on Unit 3 and completion of congruent activities on Unit 4 is projected to be 12 months. 2.6.8 Modifications to Existing Units Modifications will be required to integrate the new units into the site. With the exception of the offsite transmission system and switchyards, there are no significant power production systems shared between the Units 1/2 and Units 3/4. However, there are a number of design modifications that will need to be implemented as construction on the new units progress. The most involved modification to the existing units is expected to be the security infrastructure changes needed to expand the protected area around Unit 3 and then subsequently around Unit 4.

Page 84 of 98

Southern Nuclear Operating Company


OUTHERNM&
CO Y

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.9

Project Activities and Overall Cost

Project activities include engineering, procurement, construction, owner, and cost of


capital. These activities have been identified and scheduled so that overall cost can for all project activities is estimated to be up to $6.4 billion for GPC's portion (i.e.

be reasonably predicted for this project. The total in-service capital cost for both units 45.7%).

Page 85 of 98

SOUTHsERMaA

oiProposed

Southern Nuclear Operating Company Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.10

Construction Milestone Schedule A construction milestone schedule has been development and is included as terms in the EPC contract. any elements of the construction schedule are proprietary to the Consortium. However, overall milestones are public information. Those milestones are shown in the Figure below:
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Page 86 of 98

sA
SOUTHERNA

Southern Nuclear Operating Company


Tpg Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.11

Inspections, Tests, Analyses, and Acceptance Criteria Inspections, Tests, Analyses, and Acceptance Criteria (ITAAC) are defined as: Those inspections, tests, analyses, and acceptance criteria identified by the NRC that if met are necessary and sufficient to provide reasonable assurance that the facility has been constructed and will operate in conformity with the license, the provisions of the Atomic Energy Act, and the Commissions rules and regulations. ITAAC play an essential role in the new Part 52 licensing process for Nuclear Power Plants. They provide verification that an as-built facility conforms to the approved plant design and applicable regulations. As such, ITAAC also confirm to the owner that the plant is constructed as designed. There are over 800 ITAAC identified for the VEGP facility affecting thousands of components. ITAAC are composed of Designed Certification ITAAC and Site Specific ITAAC. When coupled in a COL with the ITAAC for site-specific portions of the design, they constitute the verification activities for a facility that should be successfully met prior to fuel load. All ITAAC are required to be met prior to fuel load of the facility. This requirement is met by issuing ITAAC Closure Packages, for completed ITAAC, to the NRC for their review and acceptance.

2.6.12

System Testing and Turnover The purpose of the test program is to demonstrate that the plant has been constructed as designed, that the systems perform consistent with the plant design, and that activities culminating in operation at full licensed power including initial fuel load, initial criticality, and power ascension are performed in a controlled and safe manner. Preoperational and/or startup testing is performed on those systems that are: * Relied upon for safe shutdown and cooldown of the reactor under normal plant conditions and for maintaining the reactor in a safe condition for an extended shutdown period; Relied upon for safe shutdown and cooldown of the reactor under transient and postulated accident conditions and for maintaining the reactor in a safe condition for an extended shutdown period following such conditions; Relied upon for establishing conformance with safety limits or limiting conditions for operation that will be included in the facility technical specifications; Classified as engineered safety features actuation systems (ESFAS) or are relied upon to support or ensure operation of engineered safety features actuation systems within design limits; Assumed to function or for which credit is taken in the accident analysis of the AP1000 as described in this Design Control Document. Used to process, store, control, or limit the release of radioactive materials. Other systems identified in Regulatory Guide 1.68, Revision 2, Appendix A that are in the AP1000 and are not captured by criteria a) through f).

* *

Page 87 of 98

Southern Nuclear Operating Company

SOUTHERN .

COMPANY OMPANY

Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report


This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.13

NRC Oversight
The NRC will be applying aggressive oversight over all phases of the construction

process to assure that the design is constructed as licensed. NRC plans to have
staffing at the VEGP site from the point where engineered backfill begins and to staff

up to seven individuals to oversee their responsibilities for the two units. In addition, the NRC is planning vendor audits and ITAAC inspections on a regular basis as wells.
A schematic of the NRC Construction Inspection Program is shown in the following

figure:

Page 88 of 98

s oumm

NAL

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtie Units 3 & 4 Engineer's Report

NRC CONSTRUCTION OVERSIGHT HAS MULTIPLE COMPONENTS


Oversight will assure plants are constructed as designed.
Early component procurement Construction start per LWA Combined License Issuance Fuel load

Pre-Combined Ucense

Construction under Combined Ucense

Stat-U

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n. Ip. - IMC

ITAAC Inspections - IMC 2503 Non - ITAAC InspectionsIMC 2504

Assessment - IMC 2505 Oversight of Vendor Activities - IMC 2507 Abbreviations ESP - Early Site Permit -QAfo --preparation INC 2503 Verification of successful performance of ITAAC-related activities e , procre t IMC 2504 -QA for construction & IMC 2505 -Guides inspection

IMC - Inspection Manual Chapter


ITAAC - Inspections, Tests, Analyses, and Acceptance Criteria LWA - Umited Work Authorization

strti

operations
Problem identification, reporting, & corrective action Work planning/control over work & contractors -Translation of certified design into design details -Design change process -Pre-operational & startup testing -Operational programs & operational readiness

planning
IMC 2507 - Verification of QA program implementation, compliance, reporting and corrective action

Page 89 of 98

SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.6.14

Conclusion The construction activities and the project activities supporting construction have been thoroughly analysed. An EPC contract has been established with the necessary terms and conditions to assure that the construction moves forward in a manner to meet all regulatory requirements and to provide assurances for overall cost and schedule goals to be met. The necessary staffing to support oversight of a nuclear project has been addressed and staffing is being made as appropriate. Necessary system testing will be performed to assure that the systems, structures, and components will perform as appropriate. SNC concludes and acceptable construction considerations have been made.

2.7

Facility Operations 2.7.1 Expected Capacity and Availability The expected capacity and availability have been evaluated by Southern Nuclear. The typical annual average outage time is approximately 25 days. This includes regular refueling outages of 21 days duration every 18 months and a forced outage rate of 11 days per year. In addition, major equipment maintenance outages of 180 days duration are expected every 10 years. The resultant typical annual average availability and capacity factor are approximately 93%. As the units are planned for baseload operation, the expected average capacity factor does not vary over the life of the plant, with the exception of major equipment maintenance outages up to 180 days duration every 10 years. Overall, the AP1000 is expected to perform on par or better than the top performing nuclear power plants providing electric generation today. The AP1000 design is incorporating lessons learned to reduce refueling time such as in the application of an integrated head package to reduce refueling time or in the selection of materials for various components such as the reactor vessel and steam generators. As another example, weld access is being considered for in-service inspections. Overall, these improvements should reduce refueling outages durations, limit the number of long duration maintenance outages over the life of the plant, and overall extend the operating life of the plant. 2.7.2 Expected Heat Rates and Efficiency Heat rate is a measure of a plant's efficiency expressed in terms of the ratio of heat input to electrical power output. The Westinghouse AP1000 operates most efficiently at its rated full-power capability and is expected to be operated near this value. The amount of thermal heat input from the reactor is expected to be constant throughout the year while the gross electrical output will vary with condenser backpressure, which varies with atmospheric conditions. Using predicted design values from the AP1000, Toshiba supplied turbine-generator, the predicted gross heat rate at rated full-power capability and a summertime temperature of 95F is expected to be at or below 9,644 Btu/kWh for Vogtle Units 3 and 4.

Page 90 of 98

SOUTMERNMASP

Southern Nuclear Operating Company o Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC VogUe Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.7.3

Non-Fuel Operating and Maintenance Costs The non-fuel operating and maintenance (O&M) costs have been projected for the life of the facility. The predicted O&M cost for the GPC portion (i.e. 45.7%) of the plant for both units for each year is shown below. Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Total O&M Excluding Fuel $4,209,253 $ 5,689,367 $ 8,216,505 $ 11,499,092 $15,293,892 $14,191,917 $ 12,178,645 $ 12,974,993 $ 67,200,004 $114,881,195 $ 130,446,999 $133,243,134 $ 136,078,089 $ 139,045,350 $ 142,081,564 $ 145,190,688 $ 148,367,576 $151,613,672 $154,930,453 $158,319,420 $161,782,104 $ 165,320,066 $ 168,934,894 $ 172,628,206 $ 176,401,650 $ 180,256,902 $ 184,195,668 $ 188,219,684 $192,330,712 $ 196,530,548 $ 203,328,940 $ 207,767,060 $ 212,300,752 $216,931,950 $ 221,662,615 Year 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062 2063 2064 2065 2066 2067 2068 2069 2070 2071 2072 2073 2074 2075 2076 2077 Total O&M Excluding Fuel $ 223,698,526 $ 228,572,595 $ 233,550,815 $ 238,635,220 $ 243,827,861 $ 249,130,815 $ 254,546,171 $ 260,076,038 $ 265,722,538 $ 271,487,805 $ 277,373,979 $ 283,383,207 $ 289,517,637 $ 295,779,413 $ 302,170,673 $ 308,693,542 $ 315,350,127 $ 322,142,510 $ 329,072,743 $ 336,142,839 $ 343,354,764 $ 350,710,426 $ 358,211,667 $ 365,860,253 $ 373,657,858 $ 381,606,052 $ 389,706,287 $ 397,959,879 $ 406,367,992 $ 414,931,615 $ 423,651,545 $ 432,528,358 $ 441,562,387 $ 450,753,692 $ 306,377,787

Page 91 of 98

n M SOUTHERN A coMPANY

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

These O&M costs are projected to be no more than the O&M cost of current generation plants. The AP1000 will use proven systems and components that will provide safety and simplicity in the operation of the plant. Because there are fewer safety-related pumps, valves, and piping, costs related to on-going regulatory oversight and compliance programs, inspection requirements, maintenance programs, and procurement of supplies, services and replacements should be significantly lower. Additionally, because the design is smaller and simpler and requires significantly fewer components, the AP1000 design should provide an advantage over active plant designs in regard to long-term operation and maintenance considerations. Also, since Vogtle 3 and 4 are being included in a footprint near Vogtle 1 and 2, it is also predicted that the two sets of plants will receive some benefit from long-term cost sharing of such facilities as emergency planning, security, and warehousing, though this assumption was not included in our development of the cost estimates. 2.7.4 Operator Training Reactor operators (ROs) and senior reactor operators (SROs) will be trained in seven "cold license classes" of 16 candidates each. About 20% of candidates will have at least one year of licensed operator experience at existing SNC facilities. About 80% of candidates will be hired from various sources with experience meeting the criteria of NEI 06-13A as approved by the NRC on 5 December 2008. Beginning in 2010, candidates without previous nuclear experience will attend five months of candidate preparation training at Augusta Technical College in power plant fundamentals, nuclear fundamentals, human performance principles, introduction to nuclear plant systems and introduction to integrated plant operations using a soft-panel simulator of Vogtle Units 1&2. Upon completion of the preparation course, candidates will take the NRC generic fundamentals exam (GFE). Beginning in 2011 experienced candidates will be added to those passing the GFE for six months of cold license training using an AP1000 limited scope simulator (LSS) consistent with the criteria of NEI 06-13A. Upon completion of cold license training, inexperienced candidates will perform observations and shadowing at an existing SNC facility and will participate in preoperational testing of VEGP Units 3 & 4. Beginning in 2014 cold license classes will return to training for three months of "spin-up" using an AP1000 full-scope, ANS 3.5 simulator, following which they will take the NRC operator license exam. By mid2015, five of seven cold license classes will have taken the NRC exam for a total of 80 candidates, approximately the number of licenses needed to operate Vogtle Units 3 & 4, twice the number needed to load fuel and start-up Unit 3. The remaining two classes will take the NRC operator license exam from mid-2015 through mid-2016 to make up for candidate attrition and to assure a sufficient cadre of licensed operators to operate VEGP Units 3 & 4. 2.7.5 Operations and Maintenance (O&M) Contracts Pursuant to the Amended and Restated Operating Agreement for VEGP, the CoOwners have appointed GPC as the agent with authority over the operation and maintenance of VEGP Units 3 and 4 (as well as the existing units) at VEGP. Pursuant to the Amended and Restated Nuclear Operating Agreement between GPC and SNC, GPC has delegated to SNC the authority to provide all nuclear operating services (particularly all things required to be done by the licensed operator) for VEGP Units 3 and 4 (as well as the existing units) since SNC will be the licensed operator of VEGP Units 3 and 4.

Page 92 of 98

OT

SOUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report
This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

2.7.6

Radioactive Waste Management Low Level Radioactive Waste Management As discussed above facilities are provided in the design to process and store liquid and solid low level radioactive waste. The NRC ranks Low Level Radwaste (LLRW) according to hazard exposure classes A, B, C and greater than class C (GTCC). The DOE is responsible for GTCC and Vogtle will provide temporary storage for this class of waste in the spent fuel pool if needed. The low-level-radioactive waste (LLRW) generated by Vogtle is managed in the solid waste management system as wet active waste or dry active waste. The solid waste management system is designed to collect and accumulate LLRW generated. Provisions are available for processing, packaging and temporary storage of LLRW in the auxiliary and radwaste buildings. Compactible dry active waste, such as plastics; paper and cloth, is compacted by mobile equipment on-site or may be compacted at an offsite processor prior to shipment to a licensed disposal facility. The non-compactible items; metal, valves, broken tools and wood, are packaged in drums or boxes and shipped offsite to a processor or may be shipped direct to a licensed disposal facility. The mixed solids are packaged in drums and shipped to an offsite facility having processing and disposal capabilities. Although dry active waste is shipped off-site for processing and disposal, temporary storage for more than two years at the expected rate of generation is available in the packaged waste storage room located in the radwaste building. The liquid chemical wastes are volume reduced onsite, packaged into drums and are stored in the packaged waste storage room of the radwaste building prior to shipment to a licensed disposal facility. The mixed liquid wastes are filled in drums, stored in the waste accumulation room of the radwaste building until shipped to an offsite facility having processing and disposal capabilities. The spent ion exchange resin is discharged to two spent resin storage tanks (275 usable cubic feet each) and one high integrity container (HIC) in the spent resin waste container fill station in the rail car bay of the auxiliary building. These tanks and high integrity container provide more than a year of spent resin storage at the expected generation rate. After decay, the spent resin is dewatered using a mobile radwaste processing system for processing and packaging. The solid waste management system, which includes wet and dry wastes, provides temporary onsite storage for wastes prior to processing and for the packaged wastes. The NRC allows LLRW to be stored on-site as long as the waste remains safe and secure.

2.7.6.1

Page 93 of 98

o
SOUTHERN

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The LLRW generated meeting the hazard of class A will be shipped direct or through an offsite processor to the licensed disposal facility in Utah. Facilities to dispose of Class B and C waste are not currently available to Vogtle as disposal options. Vogtle 3 and 4 expects to generate approximately 100 cubic feet/year of spent resin meeting hazard class B/C and a maximum of 10.4 cubic feet/year of primary-side filters that meet hazard class B/C. A typical high integrity container used for spent resin or primary-side filters has a disposal volume of 120 cubic feet. Vogtle 3 and 4 expect to store a single high integrity container each year of spent resin on the LLRW Pad at the site developed for that purpose. A single high integrity container of primary-side filters is expected to be stored every ten years on the LLRW Pad. Vogtle also plans to implement industry best practices in reducing the volume of class B/C LLRW generated and is an active participant on an industry task force seeking alternate disposal options. 2.7.6.2 High Level Radioactive Waste Management High level radioactive waste consists primarily of spent fuel. High level waste is stored in the VEGP 3 and 4 spent fuel pool which is projected to store up to 17 years of spent fuel from operations. Beyond that point, spent fuel is stored in dry casks on site until the DOE can transport it to a long-term repository. 2.7.7 Plant Security The footprint area for the two new Westinghouse AP1000 units is west of, and adjacent to, the existing units on the VEGP site. There will be a protected area encompassing the new units. Like the existing units, physical protection of the new units will be based on controlling access to the VEGP site and the new units (VEGP Units 3 and 4), screening operating personnel, monitoring security equipment, designing and arranging station features, and obtaining assistance from local law enforcement personnel. Once construction reaches conclusion on the first new unit, a Vehicle Barrier System will be implemented at the appropriate stand-off distance. The characteristics of the VEGP Units 3 and 4 footprint are such that implementation of the applicable requirements of 10 CFR 73.55, Requirements for physical protection of licensed activities in nuclear power reactors against radiological sabotage, and NRC Regulatory Guide 4.7, General Site Suitability Criteria for Nuclear Power Stations, as well as the post-9/11 NRC Orders, can be met. The VEGP site is sufficiently large to provide adequate distances between structures and the probable location of the security boundaries. The VEGP site is bordered on the east by the Savannah River. For the existing units, SNC has an approved security program in place in compliance with the post-9/11 NRC Orders and in accordance with NEI 03-12, Template for Security Plan and Training and Qualification Plan. In the event that new units are added to the VEGP site, those requirements would continue to be met and would be extended to include the new units.

Page 94 of 98

MSUTHERNA

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The final design of the VEGP Units 3 and 4 power block and supporting buildings would utilize design features as appropriate to assure that the existing security spatial distances outlined in the regulations above, as well as the Design Basis Threat requirements, are adequate. In accordance with 10 CFR 100.21(f), SNC will ensure that site characteristics are adequate to provide security plans and measures. The COL application would address the specific design features to assure site security as well as include the design of security monitoring equipment and methods to screen station operating personnel. A security assessment will be conducted as part of the COL application and will address all aspects of security for the new units. There are no security hazards in the vicinity of the VEGP site. The VEGP site is located in Burke County in the State of Georgia. Written letters of agreement with the Burke County Sheriff and the Georgia State Patrol are currently in place to establish for law enforcement response in the event of a VEGP security (or radiological) emergency. Burke County has mutual aid agreements with surrounding counties in place, if necessary, to provide support during VEGP emergencies. 2.7.8 Emergency Planning The proposed emergency plan is designed to comply with 10 CFR 50.47(b) and 10 CFR 50 Appendix E. The emergency plan was developed using the existing VEGP (Unit 1 and 2) Emergency Plan, Revisions 43 and 42, and the guidance contained in: * NUREG 0654/FEMA-REP-1, Criteria for Preparation and Evaluation of Radiological Emergency Response Plans and Preparedness in Support of Nuclear Power Plants, Revision 1, U. S. NRC, November 1980 NEI 99-01, Methodology for Development of Emergency Action Levels NEI 07-01, Methodology for Development of Emergency Action Levels Advanced Passive Light Water Reactors NUREG 0654/FEMA-REP-1, Revisioni, Supplement 2, Criteria for Emergency Planning in an ESP Application, Draft Report Comment, U.S. NRC, April 1, 1996.

* * *

The proposed emergency plan is intended to be used as the VEGP site emergency plan (all units licensed for the site) after a license is issued for Unit 3. It is expected that the site plan will be implemented before the first full participation exercise for Unit 3. It is expected that the first full participation exercise will occur approximately 1 year before the scheduled fuel load for Unit 3. In the interim period before the first full participation exercise for Unit 3, the latest revision of the VEGP emergency plan will remain in effect for VEGP Units 1 and 2. SNC will submit a revision to the latest revision of the VEGP emergency plan in accordance with the provisions of 10 CFR 50.54(q) for VEGP Units 1 and 2 approximately 1 year before the scheduled full participation exercise for Unit 3. In the interim period between the approval of the ESP emergency plan submitted in Part 5 of the ESP Application and the implementation of the approved ESP plan, the Plan will be revised as necessary in accordance with 10 CFR 50.54(q).

Page 95 of 98

SOUTHERNA
PA

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Southern Nuclear Operating Company Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

2.7.9

Fuel Supply Agreements While GPC is actively working towards the completion of a fuel supply agreement, no agreement has been signed to date.

2.7.10

Conclusion Operations of the plant have been thoroughly analyzed. Plant staffing including the need of appropriately trained operations are being addressed. Plant operational issues such as emergency planning and security are now being addressed. The overall cost of plant operations has been considered. Thus, SNC has concluded that appropriate actions are being taken to consider the operational issues of the plant.

2.8

Decommissioning Decommissioning is covered by 10 CFR 50.75 of the NRC regulations. Requirements are established for GPC to consider the requirements of decommissioning and the funding thereof in constructing and operating the plant. The cost of decommissioning has been estimated using both the generic analyses provided for in 10 CFR 50.75 and performing a detailed study. GPC has elected to fund decommissioning by providing an annual contribution to a trust fund that would be projected to equal the cost of decommissioning at the end of licensing life which is currently 40 years. The generic cost study is typically identified as the "NRC minimum". The NRC minimum funding requirement for decommissioning in 10 CFR 50.75 provides reasonable assurance that funding will be available to remove a facility safely from service and reduce residual radioactivity to a level that permits release of the site property for unrestricted use and termination of the license. The NRC minimum funding requirement for decommissioning does not include the cost of removal and disposal of spent fuel or nonradioactive structures and materials beyond that necessary to terminate the license. The methodology used to determine the NRC minimum funding requirement in January 1986 dollars for PWRs is specified by 10 CFR 50.75(c)(1)(i). Based on the results of this calculation, the 2007 NRC minimum funding requirement for each proposed unit at the VEGP is $697,239,000 (Option 1 - Direct Disposal - 2006 dollars) and $365,823,000 (Option 2 - Direct Disposal with Vendors - 2006 dollars). In addition, a detailed plant-specific decommissioning cost study was also conducted in 2006. The results of this 2006 decommissioning study estimated the cost to decommission each AP1000 unit at the Vogtle Electric Generating Plant (VEGP) to be at $427.4 million, in 2006 dollars. This cost was evaluated using the DECON decommissioning alternative as defined by the NRC in the regulations. The estimate assumes the removal of all contaminated ard activated plant components and structural materials such that the owner may then have unrestricted use of the site with no further requirements for an operating license. Low-level radioactive waste is assumed to be sent to a commercial processor for treatment and conditioning or to a controlled disposal facility. High-level radioactive waste (spent fuel) is removed from the site by the DOE within five years of the permanent cessation of plant operations.

Page 96 of 98

Southern Nuclear Operating Company


OMPANY

3.0

Southern Nuclear's Nuclear Development oversight and qualits assurance programs will to 3 y in that meets the criteria for protection from propregulatory and quality requireinformation public disclosure ensure that the ontains confidentials all and st and co maintaining schedule pursuant to the EPC agreement. The released topersons outside DOE, except for Oversight and Quality Assurance person Project for thern of approval Southernment persons inother United States Federal Govth agencies whose review isrequiredCompany Services only shall use the with c Loan Guarantee Application. DOE and othe nulear areviewers information for purposescombination will ensure that the Consortium meets all and regulatory and quality requirements while minimizing programs quality assurance will cost and the best overall oversight of the to the EPC The Southern Southern Nuclear to provide maintaining schedule pursuant Consortium.agreement. TheNuclear both Southern Nuclear and Southern Company Services personnel oversight staff will include with combined experiences in both the nuclear arena and construction. This combination will provide the best overall oversight of the Consortium. The Southern Nuclear quality assurance department functional areas will also include: (1) program management and internal audits; (2) supplier audits and sub-supplier surveillances; and (3) construction site reviews, audits and surveillances, including QC oversight surveillances. Summary Conclusion As indicated above, SNC has reviewed the available documentation on the Westinghouse AP1000 design and the viability of that design for two additional units at the Vogtle site. The Westinghouse AP1000 is a technically viable design for the Vogtle site. The site has been thoroughly analyzed and has been found suitable. At the current time, the overall design is about 52% complete but action plans are in place with NuStart for the design to be suitably complete to support the Vogtle construction schedule. As engineering issues are being identified, they are being suitably addressed. There do not appear to be any serious threats to the licensing process although schedule adherence needs to be closely monitored. The environmental impacts have been analyzed and none have been found to be significant. The viability of obtaining the necessary environmental permits have been analyzed and no serious obstacles have been identified. An EPC contract has been established which provides cost and schedule certainty for the project. Appropriate testing of systems, structures and components arte being performed to assure that the plant will perform as designed after construction. Southern Nuclear has evaluated the operational and maintenance aspects of this design and has determined that significant improvements have been incorporated such that operations should be improved and cost should be lower than previous generations of nuclear plants. Thus, Southern Nuclear finds that the Westinghouse AP1000 design represents a technically viable design for the Vogtle site and that activities are underway that support plant operations for the first unit by April 2016.

4.0

Page 97 of 98

SOUTHERNn A

Ti

comPANY

Company Southern Nuclear Operating Proposed Nuclear Units - Vogtle Units 3 & 4 Engineer's Report

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

5.0

References 10 CFR Part 52. Code of Federal Regulations, Title 10, Energy, Part 52, "Licenses, Certifications, and Approvals for Nuclear Power Plants." Engineering, Procurement and Construction (EPC) Agreement between Georgia Power Company and its Co-owners, April 8, 2008. Georgia Power Company (GPC). "Georgia Power's Application for The Certification of Units 3 & 4 at Plant Vogtle and Updated Integrated Resource Plan," August 1, 2008. Georgia Power Company (GPC). Response to Georgia Public Service Commission Data Requests STF-WRJ-1-10, STF-WRJ-1-11 and STF-WRJ-1-49, September 2008. Southern Nuclear Operating Company, Inc. (SNC). "Combined License Application," March 28, 2008. Southern Nuclear Operating Company, Inc. (SNC). "Vogtle Early Site Permit Application," Revision 4, March 28, 2008. United States Regulatory Commission (U.S. NRC). Commission Briefing Presentation, October 22, 2008. United States Regulatory Commission (U.S. NRC). "Final Environmental Statement for an Early Site Permit (ESP) at the Vogtle Electric Generating Plant Site," August 2008. Westinghouse Electric Company (Westinghouse). "AP1000 Design Control Document, Revision 17," September 22, 2008.

Page 98 of 98

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix E - Financial Models GPC Vogtle Expansion Project
October 2009
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained in worksheets 2 - 6 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation

*REDACTED*

L DOE Loan Guarantee Auaranouee o S licat

This pagecontainsconfdential trade secret and proprietary information meetsthe criteria protedion from that for public disclosure 5 in .ppS.C. 552(b)(4), 1b U.S.C. 1s05.and C.F.R. 104.11(f). 1i0

&

GPC

Vogtl

og

Expansion Project pan on Projec


2008

This infornmatio shall not be released to persons outside OE, except for persons in other United State. Federal Government agencies 0 who review requird forapproval theGPC i of VogUe Expansion ProjectLoan Guarantee Applati. DOE nd other required reviewers shal use the information oly for purposes of review and evatuation

Capitalized AFUDC

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AFUDC - Debt / Capitalized Interest


Gross Interest Expense Trust Preferred Distributions Preference Dividends Preferred Dividends Income Taxes Net Income

*REDACTED*

Balance Sheet Property. Plant, and Equipment Current Assets Deferred Debits Total Assets Long Term Debt DOE Guaranteed Loan Intercompany Debt Preferred Stock Preference Stock Trust Preferred Equity Total Capitalization Short Term Debt Other Current Liabilities Unamortized ITC Deferred Taxes Deferred Credits Total Capitalization and Liabilities

Cash Flows Statement

DOE Loan Guarantee Application GPC Vogtle Expansion Project


Capitalized AFUDC Net Income Principal Non-Cash Items: Depreciation and Amortization - Cash Flows 2008

This page contains confidentialtrade secret and proprietary informationthat meets the criteria forprotection from pubic disclosure in 5 U.S.c. 552(b)(4), I U.s.c. s190 and 10C.F.R. 10o.11().

This information shad not be released to persons outsideDOE,except for persons in otherUnitedStates FederalGovernment agencies :whosereviewis requiredfor approval the GPC Vogle Expansion of Project LoanGuaranteeApplication. DOE and other required ireviewers shal usethe information onlyfor purposes reviewand evaluation of

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*REDACTED*

Gross Construction Expenditures Inv in Subs. And Other Investing Adj Net Cash Used for Investing Free Cash Flow Financing Activities:
Common Stock Dividend Payments

Net Free Cash Flow


Issuances/Redemptions from Financing

Common Stock Issues (Redemptions)


Capital Contributions (Return of capital) Preferred Stock Issues (Redemptions)

Preference Stock Issues (Redemptions) Trust Preferred Issues (Redemptions) Debt Issues (Redemptions) Intercompany Debt Issues Other Financing Activities Total IssuanceslRedemptions
Change in Short Term Debt Net Change in Cash & Equivalents Cash Interest Paid (excluding trust preferred distributions) Current Leverage Debt Service Coverage Operating Cash Flow/Interest Coverage

DOE

Loan

Guarantee Application C VogtiePro ct Epanson


C Vg
E

This pagecontains confidentialtrade secret and proprietaryinformation that meets the criteria for protectionfrom public discosurein 5U.S.C. 552(bX4).1 U.S.C. 1905. 10C.F.R. 1004.1l(). and Thisinformationshael not be released to personsoutside DOE.exceptfor persons inother United StatesFederal o rmment agencies whose review is requiredfor approval the GPC Vogtie Expansion of ProjectLoan Guarantee Application. DOE and other requiredreviewers shal usethe informationonlyfor purposesof review andevaluation

pan Pro

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*REDACTED*

Balance Sheet Property, Plant, and Equipment Current Assets Deferred Debits Total Assets Long Term Debt DOE Guaranteed Loan Intercompany Debt Preferred Stock Preference Stock Trust Preferred Equity

Total Capitalization
Short Term Debt Other Current Liabilities Unamortized ITC Deferred Taxes Deferred Credits Total Capitalization and Liabilities

Cash Flows Statement

DOE

Loan Guarantee E L Guaranee

A pli' n Application

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public dsure ins U.S.C. 5S2(b)(4). U.S.C. 1905,and 10 C.F.RS 004 9 18 O.1) This information shag not be released to persons outside DOE, except for persons in other United States Federal Gaverment agencies whose review required for approval of the GPC Vogte Expansion Project Loan Guarantee is Apptlaton. DOE other required and reviewerssha use the inforatononly forpurposes ofreview evaluation and 2029 2030 2031 2032 2033 2034 2035

G PC Vogtle Expansion Project SVogtle


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Investing Activities:

*REDACTED*

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Free Cash Flow

Financing Activities: Common Stock Dividend Payments


Net Free Cash Flow

Issuances/Redemptions from Financing Common Stock Issues (Redemptions) Capital Contributions (Retum of capital) Preferred Stock Issues (Redemptions) Preference Stock Issues (Redemptions) Trust Preferred Issues (Redemptions) Debt Issues (Redemptions) Intercompany Debt Issues Other Financing Activities Total IssuanceslRedemptions Change in Short Term Debt Net Change in Cash &Equivalents Cash Interest Paid (excluding trust preferred distributions) Current Leverage Debt Service Coverage Operating Cash Flow/Interest Coverage

DOE

Loan

Guarantee Application
GPC Vogtle Ex

SIThis

page containsconfidentialtrade secret and proprietaryInformation that meetsthe criteria for protectionfrom publicdiscosure in 5 U.s.c. 52(b)(4). 18 U.s.C. 1905. and10C.F.R. 1004.11(). This informationshall not be released personsoutsideDOE, exceptfor personsin other UnitedStatesFederalGovernment to agencies whose revew is requiredfor approvalof the GPC VogtleExpansion Project Loan GuaranteeApplication. DOE andother required reviewers shal usethe information for purposes review evaluation only of and

G Vo Epanson C e Project
2008

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CWIP In Rate Base Financial Data Income Statement Revenue Fuel Expense Purchased Power Expense Non-fuel O&M Expense Depreciation and Amortization Taxes other than income Other Income (excl. AFUDC Equity) Earning Before Interest & Taxes AFUDC - Equity

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Property, Plant, and Equipment


Current Assets Deferred Debits Total Assets Long Term Debt DOE Guaranteed Loan Intercompany Debt Preferred Stock Preference Stock Trust Preferred Equity Total Capitalization Short Term Debt Other Current Liabilities Unamortized ITC Deferred Taxes Deferred Credits Total Capitalization and Liabilities

Cash Flows Statement

DOE Loan Guarantee AThis

DOE G Application Lon ee

page contaias onfidential trade secet and proprietaryinformation that meets the criteriafor ptotection from pubic disclosure in5 U.S.C. 552(bX4). U.S.C. 1905, 10 C.F.R. 1004.11(). S 18 and This information shal not be released to persons outside DOE. except for persons in other United States Federal Govement agencies whose reviewIs requiredfor approval the GPC Vogl ExpansionProjec Loan GuaranteeApplcaton. DOE and otherrequired of reviewers shallusethe information only for purposesof reviewand evaluation

GPC Vogtle Expansion Project


CWIP In Rate Base
Net Income Principal Non-Cash Items: Depreciation and Amortization - Cash Flows Change in Deferred Taxes AFUDC Equity Other Non Cash Items Balance Sheet Changes Net Cash Provided from Operations Investing Activities: Gross Construction Expenditures Inv in Subs. And Other Investing Adj Net Cash Used for Investing Free Cash Flow 2008

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*REDACTED*

Cash Interest Paid (excluding trust preferred distributions)


Current Leverage Debt Service Coverage Operating Cash Flow/Interest Coverage

a DOE Loan Guarantee Application ppi nee n

protectionfrompublic informtion thatmeetsthe criteiafor secrt andproprietary Tpage cntai conidentil tnrad disclosure 5 U.S.C. S52(b)(4),18 U.S.C, 1905. and10C.F.R 1004.11(f). in This informatlon shat notbe released personsoutside DOE. except personsIn other UnitedStatesFederal to for Govrnnt gencies whose review required or appval of theGPC i Voge Expansion Project Guarantee Loan DOE and other requiredreviewersshl use the infornationonly for purposesof review evaluation and

GPC V gSV te

Expansion Project paAppication.


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*REDACTED*

Balance Sheet Property, Plant, and Equipment Current Assets Deferred Debits Total Assets Long Term Debt DOE Guaranteed Loan Intercompany Debt Preferred Stock Preference Stock

Trust Preferred Equity Total Capitalization


Short Term Debt Other Current Liabilities Unamortized ITC Deferred Taxes Deferred Credits Total Capitalization and Liabilities

Cash Flows Statement

DOE Loan GurThis

SLoanuarantee App cation

pagecontainscontidentialtradesecret and proprietary informationthat meetsthe criteriafor protectionfrompublic disclosure 5 U.S.C. 552(b)(4), 18 U.S.C. 1905. and 10 C.F.R. 1004.11(f) in to This inforration shal not be released persons outsideDOE.except for personsin other UnitedStates Federal Government agencieswhose review is requiredfor approvalof the GPC Vogte Expansion Projed LoanGuarantee Appication. DOE and other requiredreviewers shal usethe informationonly for purposesof reviewand evaluation

GPC Expansion Vogtle Projct


CWIP In Rate Base Net Income Principal Non-Cash Items: Depreciation and Amortization - Cash Flows Change in Deferred Taxes AFUDC Equity Other Non Cash Items Balance Sheet Changes Net Cash Provided from Operations Investing Activities: Gross Construction Expenditures Inv in Subs. And Other Investing Adj Net Cash Used for Investing Free Cash Flow 2026 2027 2028

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Current Leverage Debt Service Coverage Operating Cash Flow/Interest Coverage

-neels DOEfIrAl oan DOE Loan Guarantee Application

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18

G PC Vogtle Expansion Project G3PC Vogtle Expansion Project


Capitalized AFUDC Amounts in millions of dollars Uses Gross Construction Expenditures Total Uses Sources Guaranteed Funds Total Debt Equity Contributions Total Equity Total Sources Q3 2009

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Q4 2009 Q1 2010 purposes review ealuation of and Q2 Q3 Q4 2010 2010 2010 Q1 2011 02 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 02 2014 Q3 2014 Q4 2014 Q1 2015 02 2015 Q3 2015 Q4 2015 Qi 2016 Q2 2016 03 2016 Q4 2016 Q1 2017

persons otherUnitedStates FederalGovernmentagencies whose review is in required for approvl of theGPC Vogile Expansion Project LoanGuarantee

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ogtle GPC Vogtle Expansion Project Expansion Project GPC
CWIP In Rates Amounts in millions of dollars Uses Gross Construction Expenditures Q3 2009

This page contains confdential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4),

.S.C. 19.. nd 10C.F.R.1004.11().

persons i other United Stat Federal Government agenies whose reviw is requred tor approval of the GPC Vogte Expansion Project Loan Guarantee Applicatin OE and otherrequireviewers shalf use the information only for ppurposes o reviewr evaltion and

Q4 2009

1 2010

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Sources Guaranteed Funds Total Debt Equity Contributions Total Equity Total Sources

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Georgia Power Company


DOE Loan Guarantee Application Part II Appendix F: GPC Load and Energy Forecast GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on page 2 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

REDACTED

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix F: Georgia Electric Suppliers Assigned Service Areas GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EMCs supplied by Oglethorpe Power Corp. EMCs supplied by TVA

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Georgia Power Company


Municipal Electric Authority of Georgia City of Dalton Electric Power Board of Chattanooga Unassigned EMC Boundaries

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Georgia Power Company


DOE Loan Guarantee Application Part II Appendix G: GPC IRP Excerpts GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-8 of this document and any electronic file which hereby

forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 (f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Excerpts from Public Disclosure version of:

Georgia Power's Application for The Certification of Units 3 and 4 At Plant Vogtle And
Updated Integrated Resource Plan

Docket No. 27800-U

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TABLE OF CONTENTS Vogtle Units 3 and 4 are the Cost-Effective Option to Meet the Company's 2016-2017 Resource Needs There is a Need for New Cost-Effective Generation Resources in 2016-2017 DSM and Renewables Continue to Play an Important Role in a Balanced Supply Portfolio There are Benefits from Resource and Fuel Diversity The RFP Validated the Benefits of Vogtle Units 3 and 4 The EPC Agreement and Changes in Federal and State Law Provide Substantial Protection for Customers THE 2008 IRP UPDATE Summary of 2008 Integrated Resource Plan Update Foreword Significant Recent Developments The Supply-Side Plan Overview The Demand-Side Plan Overview The Demand and Energy Forecasts Renewable Resources Conclusion Budget 2008 Energy Sales and Peak Demand Forecast Economics Forecasts Assumptions and Methods Peak Demand Territorial Demand Retail Energy Sales Wholesale Energy Sales Demand-Side Programs Supply-Side Plan Update Resource Ledger Update

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle Units 3 and 4 are the Cost-Effective Option to Meet the Company's 2016-2017 Resource Needs.
Georgia Power files this Application with the Commission seeking a Certificate of Public Convenience and Necessity to construct and operate two new nuclear power units to be located at the existing Plant Vogtle. The Vogtle Units 3 and 4 facilities will be located on 3,169 acres of land in Burke County, Georgia. The existing Vogtle Units 1 and 2 nuclear units are also located on this site, along with the six unit oil-fired Allen B. Wilson Combustion Turbine ("CT") facility. Vogtle Units 3 and 4 will consist of two Westinghouse AP-1000 reactors, two natural draft cooling towers, intake and discharge structures, a switchyard for transmission access and numerous ancillary structures supporting the power generation process. The new units will produce approximately

2,200 MW of electric generation with essentially no air emissions and only minimal thermal impact on the Savannah River.

Georgia Power will construct and operate the Units pursuant to the Development Agreement among the co-owners, identified in Section 3.2.3.1. Pursuant to the Development Agreement, Oglethorpe, MEAG, and Dalton Utilities informed Georgia Power that they will maintain the following existing ownership shares in the new Units: Oglethorpe, 30%; MEAG, 22.7%; and Dalton Utilities, 1.6%. Georgia Power's proportionate share is 45.7% and unless stated otherwise in this Application, all costs and savings represent Georgia Power's ownership share. Of particular note, the co-owners independently conducted their own evaluations of their investment in Vogtle Units 3 and 4 and committed to their full participation percentage in the project.

There is a Need for New Cost-Effective Generation Resources in 2016-2017.


The state of Georgia continues to grow and attract new residents and businesses. The Company's Updated IRP shows Georgia Power's peak demand is expected to increase at a compound average annual rate of REDACTED or almost REDACTED per year from

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2007 to 2017. In fact, over the next decade, the Company expects to add or replace about 8,000 MW of generating capacity to meet load growth and replace expiring Power Purchase Agreements ("PPAs"). In the Commission approved 2007 IRP, the Company identified the need for baseload power in 2016-2017. In order to continue to meet our customers' growing electricity needs in a reliable and economic manner, the Company must build new baseload generation in addition to pursuing cost-effective DSM and renewable portfolios.

DSM and Renewables Continue to Play an Important Role in a Balanced Supply Portfolio.
Over the past several years, the Company has emphasized the importance of reducing the need for new generation with cost-effective DSM programs. While significant, the impacts of the Company's DSM programs do not eliminate the Company's need for additional baseload power plants, even though the Company expects to spend approximately $500 million on eighteen DSM programs over the next decade to achieve considerable demand reduction. DSM does not meet the need for additional baseload generation because the demand reductions are primarily concentrated during periods of peak demand. Georgia Power continues to be a leader in the industry through its use of Real Time Pricing ("RTP") and other demand response programs, which contribute as much as a 5% reduction in the Company's total peak demand. By 2018, the Company is expecting to achieve approximately 1,900 to 2,200 MW of demand reduction through DSM programs. Even after factoring in the expected impacts of customer participation in DSM programs, more than 8,000 MW of additional and replacement generating capacity is still needed over the next 10 years. Vogtle Units 3 and 4 will fill approximately 1,000 MW of this 8,000 MW need. Renewable energy will assist in meeting future generation needs. Georgia Power encourages the development of renewable energy resources in Georgia, both through its purchases of electricity from renewable energy producers that are Qualifying Facilities

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under the Public Utilities Regulatory Policy Act as well as from the Company's own investment in cost-effective renewable energy resources. In fact, when combined with the demand impacts of the Company's DSM programs, approximately 11% to 18% of the Company's generation needs over the next decade may be met with DSM programs and capacity and energy from renewable generation. In the last few years, the Company has executed contracts for almost 150 MW of capacity and energy from renewable generation developers in the state and has received notices of intent from developers for additional capacity and energy from renewable generation of about 450 MW. The recently issued Request for Proposals ("RFP") for the 2013-2014 timeframe offers renewable developers an additional opportunity to help meet the Company's needs. If all of this capacity

proves viable, it is possible that the Company may spend more than $1 billion dollars on these capacity and energy purchases from renewable generators over the next 10 years. Additionally, the Company will soon be proposing modifications to the Green Energy program that will grow the market in Georgia for renewable energy credits, thereby encouraging additional renewable energy development.

In the 2007 IRP, the Commission granted the Company's request to pursue up to three renewable generation projects of no more than 30 MW each. While the Company has not yet identified a cost-effective small renewable project, it has pursued the Commission's directive of seeking cost-effective renewable generation. One such project is in the final stages of study and involves the potential conversion of Plant Mitchell to 100% biomass fuel. It appears that Plant Mitchell will have the unique combination of size, location and existing infrastructure that are required for a cost-effective biomass generation project. If implemented, the Mitchell project would be one of the largest biomass projects in the United States. The Company expects to make a decision on the potential Plant Mitchell conversion soon and if the project meets feasibility and economic criteria, then the Company expects to file an amendment to the certificate for Plant Mitchell in the near term to enable the biomass conversion. With the combination of up to 600 MW of capacity and energy purchases from renewable generation and the Plant Mitchell conversion, the Company's portfolio will reflect a sizable amount of capacity from renewable generation.

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Two simple facts remain, however: There are limits to the amount of cost-effective DSM programs and renewable energy resources that can be brought online in Georgia over the next decade; and Georgia Power's customer load growth and reliability needs require the Company to self-build baseload generating capacity. Power's system in 1989. Baseload nuclear power offers the best solution for customers for many reasons. First, nuclear generation is more cost-effective than competing sources of generation. Second, since 1989 and continuing until 2015 (more than a quarter of a century), Georgia Power's Commission approved generation expansion plan has relied almost exclusively on natural gas as a generation resource. While that was a wise and prudent plan, the Company is concerned with increased reliance on, and with exposing customers to, such volatile and uncertain natural gas prices. Third, nuclear power has an economic advantage over coal for many reasons, but notably due to the increasing risks of carbon legislation, the rising costs of constructing new coal-fired plants, the cost of coal transportation, and the escalating costs for coal due to global demand. The Company has added over 700,000 customers since the last baseload plant was added to Georgia

There are Benefits from Resource and Fuel Diversity.


When meeting the needs of our customers and the growth of Georgia, the Company has recognized that there is no "either/or" solution; we must pursue and maintain a balance, which includes DSM, price response tariffs, renewables, gas, coal and nuclear. Since 1989, the Company has met customers' needs for additional generating resources almost exclusively from natural gas-fired capacity and DSM, including price response tariffs. Looking to the future, the Company is committed to purchasing or building over 5,000 MW of natural gas-fired capacity for the years 2009 through 2012. Those purchases have already been certified by this Commission. In addition, the Company expects to add more than 3,000 MW of new generating capacity for the years 2013 through 2018. Georgia Power's 2007 IRP highlighted the Company's concern with

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increasing dependence on natural gas as a fuel source and emphasized the need to diversify the future fuel mix by adding additional cost-effective baseload generating capacity in the 2016 timeframe. The Commission has shared that concern.

Since the approval of the 2007 IRP, fuel costs have continued to climb significantly higher. Oil prices reached record highs in June and July 2008. Spot and future natural gas prices rose to levels previously reached only during periods of extreme weather disruptions, such as Hurricanes Katrina and Rita. With the recent cancellations of large amounts of new coal generation projects in the United States, the pressures on natural gas prices are virtually certain to grow.

Gas-fired capacity now comprises 37% of Georgia Power's capacity mix, up from approximately 7% when the last baseload plant was added in 1989. While gas-fired

capacity continues to be a wise and economic choice for certain capacity additions, the increasing dependence on natural gas places significant risks on customers because of the high and volatile natural gas prices. Without the addition of Vogtle Units 3 and 4, natural gas will comprise roughly 49% of the Company's capacity mix by 2017. After adding Vogtle Units 3 and 4, the nuclear percentage of the Company's capacity mix will only grow slightly (10% today compared to about 12% in 2017). Even with the addition of Vogtle Units 3 and 4 to the Company's fleet, natural gas will still fuel about half of the Company's generating capacity by the end of the next decade. Adding new cost-effective nuclear baseload generation will ensure that there remains a diversity of generation to protect customers from the fuel price volatility associated with natural gas prices.

The RFP Validated the Benefits of Vogtle Units 3 and 4.


The Company's 2007 IRP, which was approved by this Commission, identified the need for additional baseload generating units in the 2016-2107 timeframe. An RFP was issued based on that IRP. The RFP was conducted with the active participation of the Commission Staff ("Staff") and the Independent Evaluator ("IE"). No bids were received in response to the 2016 RFP, leaving the Company's proposal to construct Vogtle Units 3

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and 4 as the only baseload option resulting from the RFP, which the Company now brings forward to the Commission for certification. In the Company's 2007 IRP, the Commission ordered the Company to prepare a detailed assessment of coal resources and to develop a backup plan for the next best alternative in the event that nuclear units did not meet expectations. Pursuant to the

Commission's Order, the Company pursued two self-build proposals, one for coal and another for nuclear generation. As work progressed on the coal proposal, the Company saw increases in the cost of new coal generation, which, when coupled with the cost risk of potential carbon legislation and the inability to secure fixed pricing for major components, caused the Company to discontinue further work on a coal proposal. The Company chose to offer only a nuclear self-build generation proposal in the 2016 and 2017 RFP and submitted its proposal on May 1, 2008, the same deadline for receipt of bids from the market. As no market bids were received for the 2016 and 2017 RFP, the Company's self-build generation proposal is the basis for this Application.

The key factors driving the selection of a particular type of generating resource, be it natural gas, coal or nuclear capacity additions in Georgia, are the cost of delivered fuel, future costs of complying with environmental controls, and the installed cost of the plant. Since 1989, natural gas has presented a low capital cost but a significant fuel risk for the life of the unit. Coal baseload generation presents a high capital cost and, until recently, a relatively stable fuel cost. But now, coal baseload units have seen escalating fuel costs and may be subject to the need for additional future environmental controls, particularly for carbon dioxide ("CO2"). Nuclear energy provides baseload capacity at a relatively high capital cost, with stable fuel costs and generates safe and reliable electricity with no carbon emissions.

As part of the RFP process, the Company conducted an extensive economic evaluation of the alternatives to Vogtle Units 3 and 4. This evaluation considered the available alternative generating technologies and the main risk factors facing the decision, primarily the future costs of fuel and carbon legislation. The alternative

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technologies included the baseload generating plant options of pulverized coal and Integrated Gasification Combined Cycle ("IGCC"), as well as the alternative to continued and growing reliance on natural gas with Combined Cycle ("CC") units. These alternative technologies were evaluated with varying fuel forecasts to represent the range of possible future fuel costs. The Company also evaluated these alternative technologies and possible future fuel costs within the context of three possible cost scenarios to comply with potential future CO 2 legislation. In all, the economic evaluation considered 10 possible cases comprising combinations of fuel forecasts and potential carbon control cases. This review was consistent with that used by the IE. The results of this economic evaluation demonstrate the cost-effectiveness of the Vogtle Units 3 and 4 across a broad range of possible future costs and risks. Adding Vogtle Units 3 and 4 is the cost-effective choice when compared to natural gas and coal alternatives within the most likely fuel and carbon cost cases. The addition of nuclear power to the Company's mix of capacity beginning in 2016 and 2017 is cost-effective and also reduces the risks to customers of uncertain future costs of natural gas and likely costs from carbon legislation. The cost-effectiveness of Vogtle Units 3 and 4 is enhanced by the potential Federal Production Tax Credits, which are a part of a broader effort on the part of the Federal government to encourage new nuclear plant construction in the United States through changes in the Nuclear Regulatory Commission ("NRC") licensing process, the Federal Energy Policy Act of 2005 ("EPACT 2005") loan guarantees, and other incentives.

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The EPC Agreement and Changes in Federal and State Law Provide Substantial Protection for Customers.
The Company's Engineering, Procurement and Construction ("EPC") agreement, executed in March, with Westinghouse Electric Company LLC and Stone & Webster, Inc. (the "Consortium") provides significant protection to customers from the risks of construction. The EPC agreement results in a sharing of risks where appropriate and provides incentives to the Consortium to stay on schedule and on budget. The use of indexing for certain materials and labor allows for an appropriate sharing of risks between the Company and the Consortium while allowing the Consortium to offer an attractive price with a reduced need to include contingencies for future commodity and labor price increases. A redacted version of this agreement is attached to this Application for certification as Appendix A-i, and the EPC agreement exhibits are provided in Appendix A-2. Georgia Power and the state of Georgia have benefited historically from the safe, reliable, and economic operations from Georgia Power's existing fleet of nuclear power plants, Plant Vogtle Units 1 and 2 and Plant Hatch Units 1 and 2. Both of these plants operate at very high capacity factors and provide low-cost energy to Georgia Power customers and the citizens of Georgia. While the existing nuclear plants have been good for the Company, there are many ways that the environment for nuclear power plant development is different and more favorable from the industry experience of the 1970's and 1980's when Plants Hatch and Vogtle were built. These differences offer important protections to Georgia Power customers from the risks of long-lead time construction projects, such as for nuclear power plants. Since the 1980's, the NRC, through rulemaking, has revised the licensing and approval process for constructing and operating new nuclear power plants. Certification of standard designs, whereby basic safety issues of an essentially complete nuclear power plant design are examined by the NRC, independent of a specific site for the plant, can be pursued well in advance of the start of construction. Also, the NRC's regulations allow for early site approval that establishes the suitability of the site and addresses the
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environmental impacts of construction and operation of the plant in advance of the start of construction. Once issued, this site approval would remain in effect for 20 years. NRC regulations also allow a single license proceeding for both construction and operation of a power reactor in advance of the start of construction. The pre-approval and streamlined NRC licensing regulations reduce the Company's risk of schedule delays and corresponding cost increases. The AP-1000 design includes proven nuclear and steam production technology, which is very similar to the design of the existing units 1 and 2 at Plant Vogtle. The AP-1000 also includes a new design approach to safety systems, relying on natural forces such as gravity and convection for emergency cooling rather than a series of complex, redundant pumps, motors, and backup equipment that, if required, would have added substantial capital and operating costs. These NRC-approved safety systems will be effective and less costly. The new safety system results in lower costs due to the fact that fewer pumps, pipes, wire and other materials are needed. Also, the modular design and construction of the units promise to lead to lower costs as the design has already been certified by the NRC. The Georgia Integrated Resource Planning Act ("Act") provides customers with significantly more protections than existed prior to 1991. The Act and Commission Rules on new supply-side capacity resources provide an improved framework for decision-making and cost-control for new generating plants. This request for Vogtle Units 3 and 4 will be the first use of the Act for a long lead time, high capital cost baseload generating resource. The statute and rules allow the Commission to review the plans and budget prior to start of construction. The statute also provides for construction monitoring, which allows the Commission to review expenditures as they occur and to get frequent updates on the progress of construction.

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United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The 2008 IRP Update Summary of 2008 Integrated Resource Plan Update Foreword
The state of Georgia continues to attract new residents and businesses. Along with this beneficial growth comes an increasing demand for electricity. Through the IRP process, Georgia Power plans for the future energy needs of its retail and requirements wholesale customers. As shown in this Updated IRP, the Company anticipates that customer growth will result in a need for approximately REDACTED per year of new generating capacity. Additionally, expiring PPAs over the planning period add to the resource needs. Over the next decade, the updated forecast shows the Company's generation additions and replacements are projected to total more than 8,000 MW. This filing provides updates to parts of Georgia Power's 2007 IRP. These

updates include: (1) the Near-term Action Plan; (2) revised electric demand and energy forecast, (3) revised fuel forecast, (4) Supply-Side Plan Update, (5) Technology Data Book Update, (6) Renewable Energy Research Plan Update, (7) Unit Retirement Study and (8) Evaluation of Coal Resources.

Significant Recent Developments


Since the approval of the 2007 IRP, capital and fuel costs have continued to ascend significantly. In July 2008, oil prices reached record highs. The actual and forecasted prices for natural gas have reached levels only seen during periods of extreme weather disruptions, such as during the aftermath of Hurricanes Katrina and Rita. Due to the significant changes in the fuel markets, the Company has updated its fuel forecast. The updated fuel forecast reflects changes in both the short-term and long-term outlook for fuel prices.

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Another significant developing issue for the Company is the potential for CO 2 regulation. The potential costs for controlling CO 2 emissions may be considerable. The key issues associated with the cost of a CO 2 emissions reduction policy include: the amount of CO 2 reductions that are required; natural gas prices; electricity demand; the role of non-emitting generation, including nuclear and renewable power; and the availability and cost of carbon capture and sequestration technology. Due to rising capital, fuel and potential CO 2 costs, many utilities that previously announced the addition of future coal-fired baseload power plants to their generating fleet have halted the projects before, or even during, actual construction. This cancellation of new coal-fired generation is virtually certain to place upward pressure on the price of natural gas since most of the energy that would have been generated from these plants by coal will now likely be generated by additional natural gas plants.

The Supply-Side Plan Overview


Georgia Power is responsible for serving its retail and wholesale customers' demand and energy needs. The Company has already committed to purchasing or building over 5,000 MW of natural gas-fired capacity for the years 2009 through 2012. In addition, the Company will need to add more than 3,000 MW of new generating capacity for the years 2013 through 2018.

The Demand-Side Plan Overview


This plan also calls for about 1,900 to 2,200 MW of DSM programs by 2018 to reduce demand for electric energy. As a reference point, 1,000 MW is about the generation capacity of a large coal, nuclear or natural gas-fueled power generating unit, even though 1,000 MW of DSM does not reduce energy usage over a year by as many kWh as would be generated by 1,000 MW of coal or nuclear capacity over the same time period.

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The Company has incorporated the new DSM programs approved as part of the 2007 IRP into the Budget 2008 Load and Energy Forecast. The Company made external adjustments to the energy and peak demand forecasts for the Home Performance with Energy Star, Electric Water Heater Blanket, Refrigerator Recycling and Commercial Tax Credit programs. Additional assumptions were made regarding customers' adoption of energy efficient lighting, including compact

fluorescent lights beyond the scope of the program approved in the 2007 IRP, These additional energy efficiency lighting assumptions were also applied as external adjustments to the energy and peak demand forecasts. Other conservation measures undertaken by customers, whether explicitly induced by a marketing program or proactively undertaken by a customer for some other reason will become embedded in the historical energy data and will be implicitly propagated through the forecast.

An additional type of demand side impact considered in the residential enduse models for the Budget 2008 forecast is an assumption that energy efficiency standards will continue to be adjusted, resulting in increased energy efficiency levels. These efficiency standards represent the continuing trend of increasing end-use efficiency driven in part by programs such as ENERGY STAR.

The Demand and Energy Forecasts


A territorial peak demand of 17,975 MW was set on August 9, 2007 for Georgia Power's service territory. By 2012, weather normal peak demand is expected to grow to REDACTED and then to REDACTED in 2017. Peak demand is expected to grow at a compound average annual rate of REDACTED or REDACTED per year from 2007 to 2017.

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Renewable Resources
As discussed in the 2007 IRP, Georgia Power is currently evaluating the feasibility of converting Plant Mitchell from coal to wood biomass generation, a renewable resource. Based on Commission approval of the research plan in the 2007 IRP, the Company has completed a Phase I technical and economic feasibility study of the potential biomass conversion. The Phase I study indicated that the conversion of Plant Mitchell to wood biomass is technically feasible, appears to be cost-effective and has several significant benefits. Again, based on Commission approval of the 2007 IRP research plan, a subsequent, more detailed, Phase II Study is nearing completion. If the Phase II study confirms the conclusions of the earlier Phase I study and the decision to proceed with the conversion of Plant Mitchell is made, the Company will likely make a certification application in the coming weeks to convert Plant Mitchell from coal to biomass. The COD for the conversion and re-powering would likely be in 2011.

In addition to considering the conversion of Plant Mitchell to biomass, the Company is also working to help grow the renewable resource base in Georgia. The Company will file for approval to modify the Green Energy program in a manner that is expected to expand the voluntary purchases of renewable energy by retail customers that are high volume energy users. Expansion of this program will meet the needs of customers and encourage additional renewable generation development in the state. These high volume energy using customers have a need to buy large quantities of renewable energy at a price competitive with the bulk renewable energy markets and the program to be proposed will enable them to do so. Simultaneously, the modifications that will be proposed to the Green Energy program will grow the market in Georgia for renewable energy credits, thereby encouraging additional renewable energy development.

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Conclusion
The Updated IRP incorporates updates in a number of assumptions based on trends and information about the outlook for the economy, fuel prices, capital costs, and other important factors. The updated information provides a sound basis for the Company's plan to provide a reliable and economic supply of electric energy through a diversified set of generation and DSM resources.

Budget 2008 Energy Sales and Peak Demand Forecast


The Budget 2008 Energy Sales and Peak Demand Forecast is for Georgia Power including the former Savannah Electric and Power Company ("Savannah Electric") and is referred to as Georgia Power Company or the Company. Unless otherwise noted all data, figures and statistics contained within this document include both the legacy Georgia Power and the former Savannah Electric.

A twenty-year forecast of energy sales and peak demand was developed to meet the planning needs of the Company. The Budget 2008 Forecast includes the retail classes of residential, commercial, industrial, MARTA, governmental lighting, and the wholesale class the City of Hampton. The baseline forecast was started in the Summer of 2007 and completed in the Winter of 2007. The growth of Georgia's economy has begun to slow. It is expected to remain positive and outpace the nation over the next several years. Growth has averaged over three percent for the past three years and population growth continues to be in the top five in the nation.

Economic growth in the state has translated into growth of energy sales for Georgia Power Company. Weather normal energy sales for 2007 are 3.1% more than they were in 2006. The residential and commercial classes have increased 4.6% and 4.4% respectively, while the industrial class grew at a much slower 0.4% between 2006 and 2007. Projections of economic growth and energy sales growth

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follow the trends that have been experienced in the recent past. Total energy sales are projected to increase an average of REDACTED per year over the next ten years With residential energy sales growing an average REDACTED per year, commercial growing REDACTED per year and industrial growing a modest (2007-2017). REDACTED per year.

Economics
Georgia continues the transformation from a manufacturing based economy to a globally based commercial and service driven economy. Continued growth in population, tourism, personal income and housing affordability indicate a favorable economy for Georgia. Looking forward through 2009, economic growth in Georgia is expected to track closely to the national economy. Moody's Economy.com ranks Georgia REDACTED in the nation for expected growth. Employment in Georgia has reversed the job losses at the beginning of the decade.. From 2001 to 2003 the state lost 104,000 jobs. In 2004, this trend reversed as 55,000 jobs were created. Job growth estimates for 2005 are that employment grew around 2.5% or approximately 97,000 net new jobs. In the near term (2007 to 2010), around REDACTED new jobs per year or a total of REDACTED jobs are projected to be added in the state. Georgia's projected employment growth supports migration, which in turn drives the projected population growth. Population growth in Georgia has and is expected to continue to exceed that of the nation. In the forecast, Georgia population is expected to increase REDACTED per year through 2010, while population in the entire nation is expected to increase by less than REDACTED per year. Overall, Georgia's economy is expected to fare better than the nation as a whole during the current economic slowdown. While it is unlikely to experience growth

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like that of the late nineties, growth is expected to be solid as we approach the next decade.

Forecasts Assumptions and Methods


The Budget 2008 forecast assumptions were developed based on a joint effort by Georgia Power and SCS. Major assumptions include the economic outlook for the U.S. and the state, energy prices, and market profiles for class end uses.

The

economic forecast for Budget

2008 was provided

by Moody's

Economy.com, a national provider of economic data and forecasts.

Retail prices for electricity and natural gas were considered in developing the forecast. The long-term forecasting models incorporate these retail energy prices when modeling the choices and efficiency decisions of consumers and decisionmakers. The end-use models used to develop the long-term forecast are based on projections of several economic variables, historical load data, and industry standards for electrical equipment.

The long-term models for the major classes are end-use models.

The

Residential End-Use Energy Planning System ("REEPS") model is used for the residential class, Commercial End-Use Model ("COMMEND") is used for the commercial class, and Industrial End-Use Forecasting Model ("INFORM") is used for the industrial class. Governmental lighting, MARTA, and wholesale sales are forecasted using econometrics, time series methods and information from Georgia Power field personnel.

Short-term energy projections are based on linear regression models developed for the various energy classes. Both the short-term and the long-term energy models

19

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are based on "normal" weather, the fifteen-year average of Cooling Degree Days and Heating Degree Days. The forecast is developed through careful consideration and methodical organization. The economic forecast gives a description of the economy for the next 20 years. This description defines many elements of the economy such as gross product, population, employment, and industrial shipments. Key demographic and economic variables have been demonstrated to be significant indicators of energy consumption. Price projections of the alternative fuels that energy consuming devices use to support a consumer need, business purpose, or industrial process are developed so that device choice through consumer behavior can be modeled. The model results of the short-term and long-term methods are integrated into a unified forecast. In the Budget 2008 forecast, the short-term forecast results were used for 2008 through 2010 and long term from 2011 to 2027.

20

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Table 4.3.2

Georgia Power Budget 2008 Load & Energy Forecast Annual Summary

Retail Sales (GWh) Year


Res. 2007 2008 2009 2010 2011 2012 2013 2014 2015 Com. d. Gov. Lighting MARTA Total Retail

Wholesale les (GWh

Territorial Requirements (GWh)


(GWh)

Territorial Supply (GWh)


(

Peal Dema (MW

Hampton

2018
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

REDACTED

21

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Peak Demand
A territorial peak demand of 17,975 MW was set on August 9, 2007 for the Georgia Power service territory. By 2012, weather normal peak demand is expected to grow to REDACTED and then to REDACTED in 2017. Table 4.3.3 shows the comparison of the Budget 2008 and the Budget 2007 peak demand forecasts. Peak demand is expected to grow at a compound annual growth rate ("CAGR") of REDACTED or REDACTED per year from 2007 to 2017. Peak Demand Forecast

Table 4.3.3

Peak Demand Forecasts


23,500

21,500

--

---

-----

19,500

--

1,500 -

-.

--

REDACTED

17,500

------

---

--

15,500-

13,500

---

11,500

o0 V S0

0M

e 0V

0
0

0
0

0
0

,0 0

,e0

LD 0

* Weather/Price Normal Ei Actual 0 Budget 2006

Budget 2007

The peak demand forecast for Budget 2008 is adjusted for the impacts of the

RTP rates customer response, expected cogeneration, IRP specified DSM programs and additional assumptions for compact fluorescent lights ("CFLs").

22

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Territorial Demand
In absolute terms, the amount of GWh growth can be seen as the average annual growth rate ("AAGR"). The historical period from 1996 to 2006 saw an average growth of 1,621 GWh per year. Budget 2008 anticipates an average growth of REDACTED per year from 2007 - 2016, while Budget 2007 predicted REDACTED. Territorial Energy Sales Territorial Energy Sales
160,000 140,000 --------120,000 100,000 ---------

Table 4.3.4

S80,000
60,000 - -. 40,000 -20,000
0
0 ----

----

------

REDACTED
riime Perir
Act 96-06 07-17 80807-17

CAGB
2.13%

AAGB
1621

20,0007
---------

REDACTED

0 M
0M

v-

^ 0

CO 0 0)

v - -

CO 0

0 0 N

N 0 N

0 N

(0 0 N

CO 0 0 N

0
CN N

N 0 N N

CO 0 N

(0 0

0 0 N

N 0 N

0 N

(0 0 N

(0 0 N

0 0 C\J NC\

Budget 2007 --

Budget 2008 -

Actual

Retail Energy Sales


Residential Budget 2008 residential energy sales projections are similar to Budget 2007 projections through 2012. In the short term, Budget 2008 projections are slightly higher than Budget 2007, slightly lower in the medium term and lower in the long term. Table 4.3.5-1 shows the comparison of Budget 2008 with the Budget 2007 residential energy forecast.

23

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Table 4.3.5-1

Residential Energy Forecast

Annual Residential Energy Sales


60,000
50,000 40,000

20,000 Time Peroc CAGR


3.12%

AAGR
692

10,000 -

Act 96-06

B07 07-17 B08 07-17

REDACTED

-Actual

-Budget

2008 -Budget

2007

The Budget 2008 residential energy forecast projects a continued increase in both the number of customers and use per customer over time. Increases in the number of customers are similar to Budget 2007, and continues to be driven by Georgia's strong net migration into the state. Use per customer continues to rise due to larger homes and increased plug load (home computers, home theater, etc.). Increases in use per customer are tempered by new DSM programs, adoption of CFLs and other efficient lighting technologies, increases in appliance efficiencies and progression of efficiency standards. Commercial The Budget 2008 commercial energy forecast shows a decline over the Budget 2007 forecast. Savannah Public Authority was moved into the commercial class for Budget 2008 and is included in the Budget 2007 figures shown here for comparison. Sales to the commercial class remain strong but are projected to grow at a slightly lower rate than the previous forecast. This can be seen in Table 4.3.5-2.

24

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As the economy in Georgia continues to expand and jobs continue to be created, sales to the commercial class continue to grow at a steady albeit slightly slower pace. During the economic expansion in the late nineties (1995-2000) sales to the commercial class increased at an average annual rate of 5.3%. As the economy cooled off, 2000 - 2002 sales to the commercial class increased at an average annual rate of just 1.8%. As the state moved to economic expansion between 2002 and 2005, the commercial class did well posting average annual growth of 3.0%. In the Budget 2008 forecast, sales are expected to grow at a similar rate over the next 10 years with average annual growth of REDACTED reflecting the moderation of the current economic expansion. Table 4.3.5-2 Commercial Energy Forecast Annual Commercial Energy Sales
70,000 60,000 50,000

30,000 20000 10,000

0,000

REDACTED
mePeriEo
Act 96-06
B0707-17

CA AS
3.41%

AAGe
916

808 07-17

REDACTED

M -

r-

0)

0)

CT) -

lN

0 N

NM

0 CN N

0 CN N

0 N

0 N

-Actual

Budget 2008 -

Budget 2007

Industrial Growth in Georgia Power's industrial class energy sales since the 1990-1991 recession has been steady and moderate until 2000. By 2003, industrial energy sales had declined by about 7.7% from its 2000 levels. In 2004, Georgia Power saw the first increase in industrial sales since 2000, with a one-year increase of 2.5%.

25

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However challenges continue, and textiles, one of Georgia's largest industrial segments, has seen several large customers move operations off shore for lower labor costs. The pulp and paper industry continues to experience overcapacity driven by weak domestic demand for corrugated boxes. The growth seen in the industrial class in Budget 2008 over Budget 2007 can primarily be attributed to the addition of a single customer, ERCO Worldwide. Table 4.3.5-3 shows a comparison of the Budget 2008 and Budget 2007 forecasts.

Table 4.3.5-3 Industrial Energy Forecast Annual Industrial Energy Sales


35,000

30,000
25,000

20,000

REDACTED
ime Perloc Act 96-06: CAGR :0.020/0 AAG 5

15,000 10,000 -

5,000 -B
o
CO C
-

0707"17
BO8 07-17
O0 M
N

REDACTED
r" 0
N

In
N

CO
N

co

O) N

cm N

NN1

Actual -

Budget 2008 -

Budget 2007

Georgia Power Company's industrial sales are expected to decline through 2008. From 2007 through 2017, the industrial sector is expected to grow at an average annual rate of about REDACTED.

Other Retail: Governmental Lighting, and MARTA

26

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except Application. United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The Budget 2008 governmental lighting forecast is significantly lower than The new model for governmental lighting sales more accurately reflects the history over the last 3 years. Table 4.3.5-4 shows a comparison of the Budget 2007. two forecasts for governmental lighting.

Table 4.3.5-4

Governmental Lighting Energy Forecast Annual Govl Energy Sales

700
I
1-

600 500

400
S 300
200

REDACTED
Time Perioc Act 96-06 CAGR 2.37% AAGB 10

100

B07 07-17 B08 07-17 o


f) 0) 0)
,-

REDACTED
I 0 M N 0 0 0 0
N

0) 0)

(0D C0) 0)
.-

CO N 0C) 0 0 0)
-

N,

LC) 0 0
N

00 0 0
N

' -

"

r.-

CN

N 0
C N

CNJ

-Actual

Budget 2008 -

Budget 2007

The Budget 2008 MARTA forecast is still declining but at a much more moderate rate than Budget 2007. Continued high gas prices have slowed the declines in MARTA ridership that were driving the previous forecast. Table 4.3.5-5 shows a comparison of the two forecasts for MARTA.

27

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Table 4.3.5-5

MARTA Energy Forecast Annual Marta Energy Sales

250

200

150

100

REDACTED
Time Perioc Act 96-06 CAGR -1.11% AAGR -2
B07 07-17 B08 07-17
N S0) 0) 0)
O Tio

50

REDACTED

'-

0)
,-

0) a 0)

-"

0) 0)
,-

NO ' 0 O O 0 0 0 (N , C C N
O 0

O 0 0 NN

0 CoooC CJ OI

O 0 0

0 C, N

---

O CO

0 0 NM N

J N N- N-- N-CM CM I 0 0 0 0 0 N N N NJ N

'IT

OO

VN c) ') 0 0
NM

Actual -

Budget 2008 -

Budget 2007

28

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Wholesale Energy Sales


Georgia Power serves the City of Hampton as a requirements wholesale customer. Hampton has shown strong growth within the city limits. This growth is anticipated to slow in the future because the city is nearing its population density maximum. Table 4.3.6 shows comparisons of the two forecasts.

Table 4.3.6

Hampton Energy Forecast Annual Hampton Energy Sales

45 40 35 30
.

25

I20
15 10 -Act

REDACTED
Time Perloc
96-06 B07 07-17

CAAAG
4.67% 1

B08 07-17

REDACTED

-Actual

Budget 2008 -

Budget 2007

Demand-Side Programs
Georgia Power offers marketing programs to promote energy savings to residential customers and encourage use during off-peak months. Some of these

programs have existed for more than a decade and the benefits from the programs are embedded in Georgia Power's historical load and energy sales. Therefore, the forecasts produced by using historical energy data and the embedded energy effects have the embedded effect of these historical programs propagated throughout the forecast.

29

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New demand side programs approved as part of the 2007 IRP have been incorporated into Budget 2008. External adjustments to the energy and peak demand forecasts were made for the Home Performance with ENERGY STAR, Electric Water Heater Blanket, Refrigerator Recycling and Commercial Tax Credit programs. Additional assumptions regarding customer's adoption of energy efficient lighting, including compact fluorescent lights beyond the scope of the program approved in the 2007 IRP, were also applied as external adjustments to energy and peak demand. Other conservation measures undertaken by customers, whether explicitly induced by a marketing program or proactively undertaken by a customer for some other reason will become embedded in the historical energy data and will be implicitly propagated through the forecast. An additional type of demand side impact considered in the residential end-use models for the Budget 2008 forecast is an assumption that efficiency standards will continue to be adjusted, resulting in increased energy efficiency levels. driven in part by programs such as ENERGY STAR. These efficiency standards represent the continuing trend of increasing end-use efficiency

30

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Supply-Side Plan Update Resource Ledger Update


This section includes the primary drivers influencing the changes in the 2008 IRP update when compared to the 2007 IRP. Table 4.4.1-1 Commodity Coal

"PUBLIC DISCLOSURE"
COMMODITY COAL PRICE PROJECTIO
(REAL DOLLARS)

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

1- Central EVA App Low(Apr'08) - PRBEVA (Apr'08) Low

Central EVA (Apr'08) App Mid -,- PRBEVA (Apr'08) Mid

*X

- Central EVA App High A (Apr'08) PRBEVA High- A(Apr'08)

- Central AppSCS'09 -0 PRB SCS '09

31

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Table 4.4.1-2 Delivered Coal Price Projections "PUBLIC DISCLOSURE"


DELIVERED COAL PRICE PROJECTIO
(NOMINAL DOLLARS)

REDACTED
S Scherer PRB 2008 EVA
-

Scherer PRB 2009 SCS

Bowen 2008EVA CA

Bowen 2009 CA SCS

32

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Table 4.4.1-3 Commodity Gas Price Projections

"PUBLIC DISCLOSURE"
Natural Gas Price Forecast Comparisons (Henry Hub, Nominal $) --'`~~-~------ - ---- '~-~"' --- -~-~~`--~~" ---------EVA High - A (Apr '08) EVA Low (Apr '08) SCS '09 ... '~-.. ................. -. --"....
-

----.......... --

'

-9- EVA Mid (Apr '08)

--..-----.--. -.

2013 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 2047 2049 2051 2053

33

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Table 4.4.1-7

Discount and Inflation Rates

Component Discount Rate Long-Term


Inflation Rate

Cost "REDACTED" "REDACTED" "REDACTED" "REDACTED"

Variable O&M Fixed O&M

34

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.1: Co-Owner Development Agreement (May 13, 2005) (Additional Units) GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-35 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Return

,..".,~Wtman

Sanders. LLP

GEORGIA, BURKE COUNTY

Attorneys at Law FILED \.o0 P M '.-:-a__S Bank of America Plaza AND RECORDED -a.IN 600 Peachtree St., NE - Suite 5200 DEEDBOOK Sk PAGE \- .5 Atlanta, Georgia 30308-2216 SHERRI J.COCHRAN; CLERK PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation ("Oglethorpe Power"), the Municipal Electric Authority of Georgia ("MEAG"), and the City of Dalton, Georgia acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia ("Dalton") (each a "Party"and collectively the "Parties"), in consideration for the right to participate in the ownership of the Additional Units, each agree, consent and grant the right to the development, construction, licensing and operation by one or more of the Parties of up to two additional units at Plant Vogtle (as defined in Section 1.0) (the "Additional Units") subject to the terms and conditions stated in this agreement (this "Agreement"). In particular, the Parties agree that Georgia Power may act as agent for the Participating Parties (in that capacity Georgia Power, or a successor agent for the Participating Parties as addressed by Section 1.5 below, is the "Agent") and may exercise the authority conferred by Section 1.5 of this Agreement. ARTICLE I: PRINCIPLES OF AGREEMENT 1.0 Plant Vogtle. "Plant Vogtle" consists of the land, facilities and

additional tangible property all as more particularly defined in The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power, Oglethorpe Power, MEAG, and Dalton, dated August 27, 1976, as amended January 18, 1977 and February 24, 1977, and a Purchase, Amendment, Assignment and Assumption agreement between Georgia Power and MEAG dated April 9, 1985 as amended, (the "Vogtle Ownership Agreements"). The legal description of 1
1458139_24.doc

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Plant Vogtle as provided in the Vogtle Ownership Agreements is incorporated into this Agreement by reference as if set forth fully in this Agreement. 1.1 Pro Rata Interests. Plant Vogtle is owned by the Parties as tenants in

common in undivided interests. Georgia Power owns 45.7%, Oglethorpe Power owns 30.0%, MEAG owns 22.7% and Dalton owns 1.6% (such percentage ownership interests are referred to herein respectively as a "Pro Rata Interest" and collectively as the "Pro Rata Interests"). 1.2 Cooperation. The Parties will cooperate with respect to the development,

construction, licensing and operation of the Additional Units, including the execution of the Definitive Agreements (as defined in Section 1.6), and with the Agent's efforts (or the efforts of a successor agent for the Participating Parties as may be determined pursuant to Section 1.5(c) below) in such development, construction, licensing and operation. 1.3 Grant of Right. The Parties agree, consent and grant the right to allow

one or more of the Parties (the "Participating Parties" as defined in Section 3.0) to develop, license, construct, own and operate the Additional Units, which will be located partially or wholly within the boundaries of Plant Vogtle, and to utilize the Common Facilities and Support Services (as defined in Section 2.1) available at Plant Vogtle subject to the terms and conditions stated herein. 1.4 Ownership of Additional Units as Tenants in Common. Ownership of

the Additional Units will be as tenants in common with no right of partition in accordance with a Maximum Binding Percentage Interest (as defined in Article II). The location of the property within Plant Vogtle that Georgia Power anticipates will be occupied by the Additional Units (the "Identified Sites") is identified by Exhibit "A".
2
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1.5 Parties. (a)

Authorization of Georgia Power as Agent for the Participating Subject to the terms of this Agreement, the Agent is authorized to develop,

license, engineer, construct, operate and maintain the Additional Units on behalf of the Participating Parties in accordance with the pertinent terms and conditions of the Vogtle Ownership Agreements and the "Alvin W. Vogtle Nuclear Units Numbers One and Two Operating Agreement" among the Parties dated August 27, 1976, as amended (the "Operating Agreement"), pending any further amendments thereto, if any, appropriate or necessary to reflect the Definitive Agreements as set forth in Section 1.6 of this Agreement. In addition, the pertinent terms and conditions of the Amended and Restated Nuclear Managing Board Agreement among the Parties dated as of July 1, 1993 ("Nuclear Managing Board Agreement"), pending any further amendments thereto, if any, appropriate or necessary to reflect the Definitive Agreements as set forth in Section 1.6 of this Agreement, shall be followed with respect to matters relating to each Additional Unit after the date each such Additional Unit achieves commercial operation. Without limiting the generality the foregoing, the Agent is to comply with the standards of "Prudent Utility Practice", "No Adverse Distinction" and "No Intent to Disadvantage" established therein. The Agent is also authorized on behalf of the Participating Parties (1) to apply to the Nuclear Regulatory Commission ("NRC") for an Early Site Permit ("ESP"), a combined construction permit and operating license, and other necessary or appropriate licenses or permits from the NRC; (2) to exclude or remove persons or property from the Identified Sites and determine all activities around the reactors of the Additional Units in accordance with the Atomic Energy Act and regulations promulgated by the NRC and the certificates and licenses granted by the NRC; and (3) to develop and
3
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construct infrastructure improvements as authorized by the NRC in an ESP, including but not limited to: (i) preparation of the sites for construction of the Additional Units (including such activities as clearing, grading, construction of temporary access roads and borrow areas); installation of temporary construction support facilities (including such items as warehouse and shop facilities, utilities, concrete mixing plants, docking and unloading facilities, and construction support buildings); excavation for facility structures; construction of service facilities (including such facilities as roadways, paving, railroad spurs, fencing, exterior utility and lighting systems, transmission lines, communication systems and sanitary sewerage treatment facilities); and other infrastructure improvements, repairs, expansions and modifications as permissible or authorized by the NRC.

(ii)

(iii) (iv)

(v)

The Agent may conduct its activities directly or through its agent Southern Nuclear Operating Company. (b) The Agent agrees to apply for and diligently pursue the issuance of

licenses, permits and other governmental approvals from the NRC and the State of Georgia that will allow for the development of the Additional Units, including issuance of water withdrawal permits and water discharge permits for the Additional Units, subject to Georgia Power's election rights to be a Participating Party and otherwise proceed pursuant to Article 1m.The Parties understand that such approvals will, in the case of Georgia Power, include a Certificate of Public Convenience and Necessity issued pursuant to Official Code of Georgia 46-3A-3 through -7. The construction of the Additional Units is expressly conditioned upon the timely receipt of all requisite governmental approvals.

4
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5
Should Georgia Power elect not to participate in the Additional Units, or,

(c)

as Agent, unilaterally defer one or more Additional Units beyond the deferral authorized by Section 3.8, or not diligently pursue requisite licenses, the other Participating Parties by agreement of all of them (or, if Dalton elects not to move forward with Oglethorpe Power and MEAG in the development of the Additional Units, then by the agreement of Oglethorpe Power and MEAG, with appropriate reimbursement paid to Dalton for its costs incurred at the time of such agreement) may select an agent (whether Georgia Power or another entity) to carry out the functions addressed in this Section 1.5. In the absence of such agreement to select an agent, the rights and obligations of the Parties under this Agreement shall terminate as provided in Section 3.8. (d) Prior to the completion of construction of the Additional Units and

Related Facilities, Georgia Power shall (i) brief any owner (in its capacity as an owner of the Existing Units, an "Existing Owner") of Vogtle Units 1 and 2 (the "Existing Units") at meetings of the Nuclear Managing Board and, in addition, at a minimum of one additional meeting per calendar quarter, on the status of activities undertaken pursuant to this Agreement and the Definitive Agreements and plans for the design and construction of the Additional Units and Related Facilities (as defined in Section 2.2), in each case to the extent that such activities may reasonably be expected to affect the Existing Units or the Common Facilities and (ii) furnish copies of such written material pertaining to the design and construction of Additional Units and Related Facilities as any Existing Owner may reasonably request pertinent to their interests in the Existing Units, including, without limitation, copies of all filings with any governmental agency or body pertaining to the design or construction of the Additional Units or the Related Facilities. 5
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1.6

Negotiation of Definitive Agreements. The Parties will negotiate in

good faith and execute (subject to any requisite board, regulatory or similar approvals) "Definitive Agreements" and related ancillary documentation by December 31, 2005, which Definitive Agreements will be separate and distinct from this Agreement and may, subject to the agreement of each of the Parties, include amendments to any or all of the Vogtle Ownership Agreements, the Vogtle Operating Agreement or the Nuclear Managing Board Agreement; provided, that the failure of the Parties to enter into Definitive Agreements shall not affect the enforceability of this Agreement and the agreements, consents and grants made herein. The Parties will negotiate in good faith concerning any issue raised by a Party with regard to the Definitive Agreements, including, but not limited to, those issues raised prior to, contemporaneously with or after entry into this Agreement, and whether or not such issues raised call for changes in this Agreement. If the Parties fail to reach mutual agreement with respect to the Definitive Agreements, then this Agreement and the pertinent provisions of the Vogtle Ownership Agreements, the Vogtle Operating Agreement and the Nuclear Managing Board Agreement will control the development, construction, licensing and operation of the Additional Units and the mechanisms by which the Participating Parties make payments of their respective shares of costs, and Georgia Power (or any Participating Parties desiring to proceed) may proceed with the development, construction, licensing and operation of an Additional Unit or the Additional Units. ARTICLE II: PARTICPATING PARTIES'AUTHORITY 2.1 Grant of Right to Use Existing Resources. The Parties agree, consent

and grant the right to use the existing Plant Vogtle (a) land; (b) infrastructure and systems
6
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"3

supporting Plant Vogtle and the Existing Units (the "Common Facilities"); and (c) services supporting Plant Vogtle and the Existing Units (the "Support Services") to the Participating Parties for the development, construction, licensing, and operation of the Additional Units, subject to the obligation of the Participating Parties to bear all Additional Costs, as defined in Section 2.2, and subject to the payment obligation of Section 6.2. 2.2 Existing Units and Existing Owners Not Obligated for Additional

Costs. Neither the Existing Units nor the Existing Owners shall bear or have any obligation to pay for any costs or liabilities (except to the extent such Existing Owner was or is a Participating Party pursuant to Article m and shares in the reimbursement in costs pursuant to Article IV) incurred as a result of (i) any activities contemplated by this Agreement to occur before December 31, 2005, except that each Party shall bear its own expenses associated with the negotiation of this Agreement and the Definitive Agreements; (ii) the planning, licensing, design, construction, acquisition, completion, renewal, addition, replacement, modification, management, control, operation, maintenance or disposal of the Additional Units, any portion thereof or any interest therein, or of any facility or portion thereof made on account of the Additional Units (all such facilities, the "Related Facilities"); (iii) any expansion, modification or improvement to the Common Facilities made on account of the Additional Units or the Related Facilities, (iv) any expansion, modification or improvement of Plant Vogtle made on account of the Additional Units or the Related Facilities, or (v) any increased costs or liabilities of the Existing Units, the Common Facilities or Existing Owners caused by the Additional Units, the Related Facilities or caused by or arising out of any activities 7
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associated therewith, including, without limitation, any increased cost or economic loss, if any, resulting from reduced capacity or output of the Existing Units. All of the foregoing costs are hereinafter referred to as "Additional Costs". The Participating Parties shall be responsible for the Additional Units and the Related Facilities, for all activities related to the Additional Units and the Related Facilities and for all costs and liabilities associated with the Additional Units and the Related Facilities. 2.3 No Liens. No Participating Party shall create, incur, assume or permit to

exist any lien or encumbrance of any kind on the property of any other Existing Owner; provided, however, that each of the Participating Parties may convey liens and security interests in their rights in respect of the Additional Units and the Related Facilities and the Common Facilities to secure debt obligations issued by such Participating Party. In the event that any lien or encumbrance prohibited by this Section 2.3 exists, such Participating Party shall cause such lien or encumbrance to be removed immediately. 2.4 Private Business Use Remediation. The Parties acknowledge that the

percentage of ownership held by Parties that issue tax exempt bonds (MEAG and Dalton, hereinafter collectively "Tax Exempt Participants") may result in an increase in the use of Common Facilities deemed private for taxation purposes, and the Parties will cooperate in assessing whether a specific development of Related Facilities instead of Common Facilities may mitigate or eliminate that issue. If, prior to the expiration of the Major Milestone notice any Tax Exempt Participant provides notice that the use of Common Facilities as provided herein (including consideration of MEAG's and Dalton's participation inAheAdditionaltUnits)_wilLresult-in private business use in excess of that which is allowed under its pertinent tax-exempt financings (based upon private business 8
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9
uses currently authorized by the Tax Exempt Participants for the Existing Units) to maintain such tax-exempt status, the Parties will undertake to avoid the necessity of unreimbursed incremental costs being incurred by the affected Tax Exempt Participant in order to remediate such private business use to maintain the tax-exempt status of the affected Tax Exempt Participant's bonds and any costs incurred in order to reimburse such costs will be paid by the non-tax exempt Participating Parties. In the event any Tax Exempt Participant provides the foregoing notice, the Parties shall first determine whether a sale by the affected Tax Exempt Participant of an undivided interest in Common Facilities at fair market value to the other Participating Parties and the application of those proceeds and any other amounts the other Participating Parties may agree to provide towards governmental purposes or a redemption, defeasance or tender of tax-exempt debt by the affected Tax Exempt Participant in a manner similar to that described in the next sentence will remediate the excessive private business use and maintain the tax-exempt status of the affected Tax Exempt Participant's bonds, in which case the Participating Parties, excluding the affected Tax Exempt Participant, will acquire the requisite undivided interest in Common Facilities from such Tax Exempt Participant. Second, in the event no sale transaction among the parties is adequate to avoid or remediate the private business use so as to maintain the tax-exempt status of the affected Tax Exempt Participant's bonds, the affected Tax Exempt Participant's incremental cost of issuing taxable debt of a term and amount necessary to redeem, defease or tender the necessary percentage of its tax-exempt debt (including any call premiums, professional fees, costs associated with IRS rulings or similar guidance, and differential in interest rates) to maintain the tax-exempt status of the affected Tax Exempt Participant's bonds 9
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\Q

shall be reimbursed to the affected Tax Exempt Participant by the non-tax-exempt Participating Parties. The intent of the parties is to avoid a Tax Exempt Participant incurring incremental obligations with respect to private business use remediation as a result of its participation in the Additional Units being less than its participation in the Existing Units, while providing the maximum opportunities for the Parties to mitigate and minimize any private business use remediation cost consequences. However, consistent with the stated intent of this provision, the Tax Exempt Participants retain the authority to reject a method of remediation suggested by the Participating Parties, and to substitute a different method of remediation, if necessary in the opinion of the affected Tax Exempt Participant's tax counsel and General Counsel in order to preserve the tax exempt status of the affected Tax Exempt Participant's bonds. The Parties acknowledge that, once the remediation occurs, whether the remediation occurs from an alternative governmental use or from the redemption, defeasance or tender of tax-exempt debt, the other Participating Parties will have no further obligation to make payments to the affected Tax Exempt Participant with respect to its tax-exempt debt, even if such debt should be declared to be taxable or other penalties, taxes or fees are assessed against the affected Tax Exempt Participant or its bondholders. 2.5 Indemnification of Existing Owners. During the period from the date of

this Agreement until December 31, 2005, Georgia Power, and from and after December 31, 2005, each of the Participating Parties agrees (to the extent of such Participating Party's participation interest at the time any such claim, loss or expense arose), to the fullest extent permitted by law, to indemnify, protect, defend and hold harmless, and does hereby indemnify, protect, defend and hold harmless the Existing Owners and their 10
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respective affiliates, successors, assigns, agents, directors, officers and employees (each an "Indemnitee") from and against any and all claims, losses and expenses of whatsoever kind and nature (whether or not any of the transactions contemplated by this Agreement are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or attributable to, in whole or in part, (a) any Additional Costs, (b) the imposition of any lien on the property of an Existing Owner, including without limitation, its undivided interest in all or any part of Plant Vogtle, arising out of claims of the lienholder against a Participating Party (and in such case, such Participating Party shall be the sole indemnitor), (c) any accident involving or related to the Additional Units to the extent that losses or expenses are not covered by insurance, (d) the non-performance or breach by such Participating Party of any obligation contained in this Agreement, and (e) all reasonable costs incurred by any Indemnitee with respect to any claim under this indemnity; provided, however, that the Participating Parties shall not be required to indemnify any Indemnitee under this Section for (1) any claim resulting from the negligence of such Indemnitee, its affiliates, successors, assigns, agents, directors, officers or employees; or (2) any claim resulting from the breach by such Indemnitee of any of the terms of this Agreement, the Plant Vogtle Ownership Agreements, the Plant Vogtle Operating Agreement or Nuclear Managing Board Agreement. 2.6 Activities. (a) Insurance on the Additional Units, the Related Facilities and Related At all times during the construction, reconstruction, repair,

renewal, addition to, or alteration of the Additional Units, the Agent shall carry in the name of the Participating Parties, as their interests may appear, as the same may be 14
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adjusted in accordance with this Agreement, builder's risk (including transit risk, if applicable) or installation floater insurance of the "all risks" type on the Additional Units and the Related Facilities in an amount and including such risks as is consistent with the Agent's customary practices and Prudent Utility Practice (as defined in the Vogtle Ownership Agreements and the Operating Agreement). The Agent shall also reasonably satisfy itself that all contractors, subcontractors, engineers, equipment suppliers and manufacturers associated with the Additional Units and the Related Facilities have appropriate insurance and limits thereof, with carriers approved by the Agent for workers' compensation, public liability, contractors' liability and such other hazards as the Agent shall deem appropriate with respect to the Additional Units and the Related Facilities and the activities relating thereto. Alternatively, the Agent, at its option, may provide for an insurance program for the Additional Units and the Related Facilities in the nature of a "wrap-up" which shall combine all hazards in one policy, with all parties, including owners, contractors and subcontractors, but not including engineers, equipment suppliers or manufacturers, involved in the Additional Units and the Related Facilities being insured thereunder, as their interests may appear. (b) At all times from and after the completion of construction of the

Additional Units and the Related Facilities, the Agent shall carry, in the name of the Participating Parties as their interests appear with respect to the Additional Units and the Related Facilities and the activities relating thereto, insurance covering general public liability, property and worker's compensation, in such amounts and with such deductible or self-insurance features as is consistent with the Agent's customary practices and Prudent Utility Practice. 12
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(c)

The Agent shall require all insurers to waive all rights of subrogation

against any Existing Owner and any Indemnitee for insured losses associated with the Additional Units or Related Facilities, however caused. The Agent shall also require all contractors, sub-contractors, engineers, equipment suppliers and manufacturers with whom it enters into contracts to provide insurance coverage under which their insurers so waive all rights of subrogation against any Existing Owner and any Indemnitee. All such insurance contracts shall expressly provide that each Existing Owner and Indemnitee is an intended third party beneficiary of such waiver of subrogation, or shall name the same as an additional insured. ARTICLE III: PARTICIPATION RIGHTS 3.0. Initial Percentage Interest. Each Party may elect to participate in the

ownership of the Additional Units with an interest (expressed as a percentage or as megawatts) in each Additional Unit up to its Pro Rata Interest, subject to the provisions of Section 3.5 (such Party's "Participation Right"). Such election will become effective upon the notification by such Party to the other Parties in writing of such election on or before December 31, 2005. Upon such election to participate in the ownership of an Additional Unit such Party will be a "ParticipatingParty" with respect to such Additional Unit. If a Party does not give effective notice of its election as described above, declines to participate or has a zero percent interest in an Additional Unit at any time, such Party will be a "Non-Participating Party" with respect to such Additional Unit. The elected interests in each Additional Unit declared on or before December 31, 2005, will be the "Initial Percentage Interests" and will form the basis for the reimbursement of costs contemplated under Section 4.1. A Party may elect to participate 13
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in different percentage interests in each Additional Unit subject to the provisions of Section 3.5. 3.1 Minimum Binding Percentage Interest. Prior to October 1, 2007, each

Participating Party may increase its Initial Percentage Interest in each Additional Unit up to its Pro Rata Interest (subject to the provisions of Section 3.5) or may reduce its Initial Percentage Interest (such reduction may be as low as zero percent) in each Additional Unit. The adjusted Initial Percentage Interest of each Participating Party subscribed on October 1, 2007, will be the "Minimum Binding Percentage Interest" in such Additional Unit for such Participating Party. 3.2 Participation Election Below Pro Rata Interest. Any Party, except

Georgia Power, may decline to (a) elect to exercise its Participation Right or give effective notice of such election pursuant to Section 3.0, or (b) increase its Initial Percentage Interest pursuant to Section 3.1, as applicable, up to its Pro Rata Interest. In such cases, the unexercised or declined interests will be allocated to Georgia Power (the "Carrying Allocation") and such Carrying Allocation will become Georgia Power's responsibility with respect to the cost sharing provided in Article IV. 3.3 Supplemental Percentage Interest. On March 31, 2008, each of the

Participating Parties may increase its Minimum Binding Percentage Interest in each Additional Unit up to its Pro Rata Interest (subject to the provisions of Section 3.5). The Agent will coordinate the election process so that the Parties (other than Georgia Power) have the opportunity to be aware of Georgia Power's election prior to such Party making its commitment. If the sum of such adjusted Minimum Binding Percentage Interests in an Additional Unit is less than one hundred percent (100%), then a "Supplemental 14
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Percentage Interest" will be determined for each Participating Party pursuant to the following formula: SPIpp = (MBPIpp/XMBPIpp x 100) - MBPIpp Where, SPIpp = MBPIpp = the Supplemental Percentage Interest of such Participating Party the Minimum Binding Percentage Interest of such Party (with respect to which such Party elected to participate) prior to the final allocation the sum of the Minimum Binding Percentage Interests of the Participating Parties (with respect to which such Party elected to participate) prior to the final allocation

YMBPIpp =

For illustrative purposes only, if MEAG's Minimum Binding Percentage Interest in an Additional Unit equaled 0% and the respective Minimum Binding Percentage Interest of each of Georgia Power, Oglethorpe Power and Dalton in such Additional Unit is equal to each of their respective Pro Rata Interests, then Georgia Power would be allocated a 13.4% Supplemental Percentage Interest in such Additional Unit (45.7%/(45.7% + 30.0% + 1.6%) - 45.7%); Oglethorpe Power would be allocated a 8.8% Supplemental Percentage Interest in such Additional Unit (30.0%/(30.0% + 45.7% + 1.6%) - 30.0%); and Dalton would be allocated a 0.5% Supplemental Percentage Interest in such Additional Unit (1.6%/(1.6% + 45.7% + 30.0%) - 1.6%). If MEAG's Minimum Binding Percentage Interest in an Additional Unit equaled 10.0% and the respective Minimum Binding Percentage Interest of each of Georgia Power, Oglethorpe Power and Dalton in such Additional Unit is equal to each of their respective Pro Rata Interests, then Georgia Power would be allocated a 6.6% Supplemental Percentage Interest in such Additional Unit (45.7%/(45.7% + 30.0% + 1.6% + 10.0%) - 45.7%), Oglethorpe Power

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would be allocated a 4.4% Supplemental Percentage Interest in such Additional Unit (30.0%/(30.0% + 45.7% + 1.6% + 10.0%) - 30.0%); Dalton would be allocated a 0.2% Supplemental Percentage Interest in such Additional Unit (1.6%/(1.6% + 45.7% + 30.0% + 10.0%) - 1.6%); and MEAG, as a Participating Party, would be allocated a 1.5% Supplemental Percentage Interest in such Additional Unit (10.0%/(10.0% + 45.7% + 30.0% + 1.6%) - 10.0%). 3.4 Maximum Binding Percentage Interest. No later than April 30, 2008,

each Participating Party will notify the Agent of such Participating Party's intention to accept or decline its Supplemental Percentage Interest. A Participating Party may decline to accept its Supplemental Percentage Interest. In such case, the other Participating Parties may elect, by no later than May 31, 2008, to accept a portion of such declined Supplemental Percentage Interest in such Additional Unit in proportion to the Minimum Binding Percentage Interests (as supplemented by Section 3.3) of such Participating Parties in such Additional Unit (and such election may increase a Participating Party's Minimum Binding Percentage Interest above its Pro Rata Interest). If after such elections are made a portion of the declined Supplemental Percentage Interest remains, then Georgia Power may elect to accept such declined Supplemental Percentage Interest and include such amount in Georgia Power's Minimum Binding Percentage Interest (as supplemented by Section 3.3). Georgia Power may assign some or all of these additional interests (or sell the output of the same under long term contracts) to its affiliates, in which case Georgia Power shall notify the other Participating Parties of such election no later than June 30, 2008; provided, that each Participating Party will have a right of first refusal, to be exercised no later than July 31, 2008, to a proportionate share to any or all 16
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of the declined interests described in the previous sentence prior to such Georgia Power assignment subject to a proportionate division (in accordance with the procedure in Section 3.3 of this Agreement) with any other Participation Party that exercises its rights as provided in this sentence. The obligation of each Participating Party to each election made in this Section 3.4 is subject to such electing Participating Party obtaining requisite board approval for such election. For each Participating Party the Minimum Binding Percentage Interest in an Additional Unit, as supplemented by Section 3.3 and this Section 3.4, will be the "Maximum Binding Percentage Interest" in such Additional Unit for such Participating Party. 3.5 Limitation on Maximum Binding Percentage Interests. The Parties

contemplate developing the Additional Units in sequence so that there will be a first Additional Unit developed (the "FirstAdditional Unit") and then a second Additional Unit developed (the "Second Additional Unit"). The Maximum Binding Percentage Interests in each of the Additional Units will also be determined sequentially, so that under Sections 3.3 and 3.4 above, the Maximum Binding Percentage Interests of the Participating Parties in the First Additional Unit will be determined first. The Maximum Binding Percentage Interests in the Second Additional Unit will be determined under Sections 3.3 and 3.4 above, with the Participating Parties in the First Additional Unit having the right to a Maximum Binding Percentage Interest in the Second Additional Unit not to exceed such Participating Party's Maximum Binding Percentage Interest in the First Additional Unit. A Participating Party may only have a Maximum Binding Percentage Interest in the Second Additional Unit greater than its Maximum Binding Percentage Interest in the First Additional Unit if the other Participating Parties have not 17
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elected to subscribe to their full Maximum Binding Percentage Interest as described in the previous sentence. 3.6 Subscription Shortfall; No Obligation. If the sum of the Maximum

Binding Percentage Interests in an Additional Unit of the Participating Parties (and of any authorized assignees pursuant to Section 3.4) does not equal 100% after adjusting such interests pursuant to the process set forth in Section 3.4, then no Participating Party will be obligated to continue with the development of such Additional Unit. 3.7 Reduction of Participation. At any time after March 31, 2008, and prior

to the expiration of the Major Milestone notice provided under this Section 3.7, any Participating Party may reduce its Maximum Binding Percentage Interest as provided herein. The Agent will provide the Participating Parties with ninety (90) days advance notice of the Agent making the award of the first major equipment contract, such as the definitive, evaluated bid of either a nuclear steam supply system, or a contract of equivalent significance, for each of the Additional Units (the "Major Milestone"), and with respect to the Additional Unit subject to the Major Milestone, each Participating Party will have the right before the expiration of such ninety (90) day period upon written notice to the other Participating Parties to reduce its Maximum Binding Percentage Interest (such reduction may be as low as zero percent) (such Party a "Reducing Party"); provided, that such Reducing Party will be liable for the costs incurred through the date notice is given of withdrawal (the "Reduction Date") pursuant to Article IV (using the Maximum Binding Percentage Interest of such Participating Party prior to such withdrawal); provided, further, that the Reducing Party will not be liable for any costs incurred with respect to the withdrawn interest after the Reduction Date (including the 18
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costs associated with the Major Milestone). If there is a Reducing Party pursuant to a Major Milestone, then the other Participating Parties (that are not a Reducing Party) shall have the right within ninety (90) days of the applicable Reduction Date to increase their Maximum Binding Percentage Interests pursuant to the process set forth in Section 3.4 and Section 3.6. The notice of the Major Milestone shall also include any intention of Georgia Power to reduce its participation in that Additional Unit. 3.8 Discontinuation or Deferral. Georgia Power may elect to discontinue or

defer the development or construction of an Additional Unit or the Additional Units at any time. If Georgia Power elects to discontinue the development of such Additional Unit(s) for any reason, the other Participating Parties by agreement of all of them (or, if Dalton elects not to move forward with Oglethorpe Power and MEAG in the development of the Additional Units, then by the agreement of Oglethorpe Power and MEAG, with appropriate reimbursement paid to Dalton for its costs incurred at the time of such agreement) may continue with the development and construction of the Additional Units pursuant to the terms and conditions of this Agreement and Georgia Power will cooperate with such Participating Parties in the development and construction of such Additional Unit(s). Georgia Power may unilaterally determine to defer the construction of an Additional Unit for a period of up to five (5) years from the expected in service date (with notice of such date being provided by the Agent either (i) in the Certificate of Public Convenience and Necessity referred to in Section 1.5(b) (if such certificate is published prior to December 31, 2008) or (ii) in a notice to the Participating Parties prior to December 31, 2008, in either case as such date may be modified by the Public Service Commission of the State of Georgia), but in no event shall such deferral 19
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extend beyond December 31, 2021, except such deferral may be extended for one (1) additional year if the Participating Parties holding at least sixty percent (60%) of the Maximum Binding Percentage Interests in such Additional Unit approve such extended deferral; and in the event of such deferral Georgia Power will remain Agent to the Participating Parties with respect to the development, construction, licensing and operation of such Additional Unit. If any Georgia Power proposed deferral exceeds the time periods set forth in the previous sentence, such deferral shall be treated as a discontinuation as provided in the second sentence of this Section 3.8. If upon such a discontinuation the other Participating Parties do not by agreement in accordance with the provisions of the second sentence in this Section 3.8 elect to continue with the development and construction of the Additional Units, then the rights and obligations of the Parties under this Agreement shall terminate as of the date of such discontinuation; provided, however, that the Parties shall be obligated to reconvey to the appropriate Parties any land and easements conveyed and to cancel any agreements and covenants made and entered into between or among them pursuant to the terms of this Agreement. 3.9 Information. The Agent shall provide, on a timely basis, the Designated

Representatives (as defined below) of each of the Parties, prior to December 31, 2005, and each of the Participating Parties thereafter, with any information within its possession, custody or control pertinent to Additional Unit cost, licensing, schedule, technology, engineering, procurement, and construction of a type and quality to meet the requirements specified in the next sentence (the "Relevant Information") through a person designated by the Agent (the "Agent Representative"). The Relevant Information delivered by the Agent Representative to the Designated Representatives 20
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

shall meet the objective of assuring the Party or Participating Party, as applicable, remains fully informed in a timely manner with respect to matters that could impact the decisions required to be made by the Parties or Participating Parties, as applicable, under the terms of this Agreement. At a minimum, the Agent Representative shall provide such Relevant Information in the form of a report on a semi-monthly basis. Each Designated Representative may also make inquiries and requests that the Agent Representative promptly provide the Designated Representative with responses to such inquiries and additional Relevant Information and non-privileged documentation pertaining to the Relevant Information, and the Agent Representative will diligently respond to such inquiries and requests. Each Party or Participating Party, as applicable, will designate a person (each a "Designated Representative" with respect to such Party or Participating Party) to receive such information from the Agent Representative. The Agent may designate a new Agent Representative and each Party or Participating Party, as applicable, may designate a new Designated Representative upon prior written notice to the other Parties. 3.10 Election Process. Prior to each election made under this Article 11, the

Agent will provide the Parties with notice of the anticipated megawatt rating of each Additional Unit. For purposes of the cost sharing provided in Article IV, each megawatt election will be converted into a percentage interest, subject to a true-up in the event of a change in the megawatt rating of an Additional Unit. ARTICLE IV COST SHARING 4.0 Costs. The Agent has incurred costs, including the preparation of a site

feasibility study, and will incur costs for the pre-development activities, ESP application, 21
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

engineering, licensing and environmental studies, development of common facilities to support the Additional Units and other necessary or appropriate activities. 4.1 Reimbursement of Costs. The Participating Parties shall reimburse the

Agent for such costs (including carrying costs) incurred prior to December 31, 2005, in proportion to their Initial Percentage Interests declared as of December 31, 2005, promptly upon receipt of an invoice. The Agent will invoice the Participating Parties for costs incurred from December 31, 2005, to October 1, 2007, in proportion to the Participating Parties' Initial Percentage Interests. The Agent will invoice the Participating Parties for costs incurred from October 1, 2007, to March 31, 2008, in proportion to the Participating Parties' Minimum Binding Percentage Interests. The Agent will invoice the Participating Parties for costs incurred after March 31, 2008, in proportion to the Participating Parties' Maximum Binding Percentage Interests. The Participating Parties shall reimburse Agent promptly upon receipt of any such invoices. 4.2 True Up. On October 1, 2007, after determination of the Minimum

Binding Percentage Interests and again on March 31, 2008, after determination of Maximum Binding Percentage Interests, the Agent will reallocate the development and other costs incurred relative to the Additional Units and submit invoices to each Participating Party to account for increases from the Initial Percentage Interest to the Minimum Binding Percentage Interest for such Participating Party and for increases from the Minimum Binding Percentage Interest to the Maximum Binding Percentage Interest for such Participating Party, as applicable ("true up" invoices). The Participating Parties shall reimburse the Agent promptly upon receipt of.an invoice for any additional amounts due pursuant to such "true up" invoices, including carrying costs. If a Participating Party 22
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

has a decrease from its Initial Percentage Interest to its Minimum Binding Percentage Interest then such Participating Party will receive a credit in proportion to such decrease, including carrying costs. The Agent shall administer the true-up accounting and the receipt and payment by and to the Participating Parties. 4.3 Interest for Non-Payment. In the event of a failure of a Participating

Party to make any payment with respect to the invoices issued pursuant to this Agreement when due, there shall be added to such overdue amount interest from the date such payment was due at a rate per annum equal to the lesser of (a) the highest interest rate allowed by law, or (b) a rate five (5) percentage points above the average yield on the issue of six-month United States Treasury Bills, as reported by the Federal Reserve Bank of New York, at the sale of such Bills by the United States Treasury next preceding the due date of such payment (the "Default Rate"). Such interest shall accrue and is and shall be expressed in simple interest terms per annum in accordance with O.C.G.A. 7-42(a)(l). ARTICLE V: COST ACCOUNTING AND COST ALLOCATION PROCEDURE 5.0 Cost Accounting Standards. The Agent will develop methods and

procedures for tracking and allocating costs of the Common Facilities and Support Services between the Existing Owners and the Participating Parties. The standards to be followed in developing such methods and procedures, and any revisions thereto are: Assignment of costs of the Common Facilities and Support Services shall be made first by assigning, based on cost causation principles recognized generally in the utility industry, to the Existing Unit(s) or Existing Owner(s) whose activities caused the incurrence of such costs, those costs which such Existing Unit(s) or Existing Owner(s) 23
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

are responsible for causing. For example, such costs will be allocated as follows: (a) unit specific expenses would be wholly allocated to such unit; and (b) general Plant Vogtle expenses would be allocated equitably across the Existing Units and the Additional Units (and subsequently allocated pursuant to the ownership in such units). The costs remaining in each of the categories listed in said procedure shall then be allocated among the Parties on a basis which is fair and equitable and consistent with standards for allocating costs recognized generally in the utility industry. The intent of the Parties is that (i) neither the Existing Owners nor the Participating Parties should subsidize the operating expenses of the other, (ii) the Participating Parties should also bear a fair and equitable portion of the costs associated with the operation and maintenance of the Common Facilities and Support Services which they utilize and (iii) the Existing Owners should not bear costs greater than they would have if the Additional Units had never been constructed. 5.1 Plant Vogtle Common Facilities Allocation Procedure. Within ninety

(90) days of execution and delivery by the Parties of this Agreement, the Agent shall issue for comment to the Parties proposed methods and procedures for tracking and allocating costs of the Common Facilities and Support Services between the Existing Owners and the Participating Parties in accordance with the standards set forth in Section 5.0. Within thirty (30) days of receipt of such proposed methods and procedures, the Parties shall provide to the Agent and each other any comments. Within thirty (30) days thereafter, the Agent may publish revisions for further comment and, within a reasonable period of time shall notify the Parties of the final methods and procedure (the "Plant Vogtle Cost Allocation Procedure"). The Agent may make revisions to the Plant Vogtle 24
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Cost Allocation Procedure by submitting such revisions to the Parties. The Parties will have thirty (30) days to provide comments regarding such revision to the Agent and within thirty (30) days thereafter the Agent will publish the revised Plant Vogtle Cost Allocation Procedure. 5.2 Right to Arbitration. In the event any Party believes that the Plant

Vogtle Cost Allocation Procedure, or any revision thereto, is not in accord with the standards set forth in Section 5.0, the Party may, within sixty (60) days, initiate arbitration as its sole remedy. Any Party may demand arbitration in accordance with Sections 5.3 and 5.4 of this Agreement by serving a written demand for arbitration on the other Parties to this Agreement. 5.3 Selection of Arbitrators. Upon the receipt of a written demand for

arbitration made in accordance with Section 5.2 of this Agreement, the Parties may select an arbitrator by unanimous agreement. In the event the Parties cannot agree on an arbitrator, the arbitrator shall be appointed by the following process:

Within ten (10) days after receipt of notice of a demand for arbitration (a) each Party shall designate an arbitrator with substantial experience in joint utility plant accounting from a nationally recognized accounting firm. No accounting firm shall be disqualified from serving as arbitrator because it is or has been engaged to do work for one or more of the Parties, nor shall such engagement be considered evidence of partiality. From those arbitrators designated by the Parties, the Agent shall within ten (b) (10) days select a single arbitrator by lot. The Agent shall give each of the Parties reasonable notice of the date and time at which the selection by lot is to be made and the opportunity to observe the process. Within thirty (30) days after the selection of the arbitrator, the Agent shall (c) engage the arbitrator to resolve the dispute. The arbitrator shall be compensated in accordance with his or her usual and customary hourly rates. The engagement agreement with the arbitrator shall require the arbitrator to follow the standards of 25
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 5.0 and the other provisions of this Agreement in making the arbitrator's decision and shall require the arbitrator's determination to be made within sixty (60) days after the date of its engagement, and may contain any other provisions agreed to between the Agent and the arbitrator not inconsistent with this Agreement. The Agent shall be responsible to pay the fees and expenses of the arbitrator under the terms of the engagement agreement, but the fees and expenses of the arbitrator shall be reimbursed 50% by the Existing Owners and 50% by the Participating Parties, to be billed, divided among them and paid in accordance with the respective agreements governing the sharing of costs among each respective group of owners. In the event the selected arbitrator is unable or unwilling to serve or the selected arbitrator and the Agent cannot come to terms on the engagement agreement, the process set out in Section 5.3(b) and this Section 5.3(c) shall be repeated as to the other arbitrators designated by the Parties pursuant to the provisions of Section 5.3(a) until an arbitrator is engaged. 5.4 Arbitration Process. The Parties may submit written statements,

evidence and briefs to the arbitrator either themselves or through their attorneys within fifteen (15) days after the appointment of the arbitrator. Such statements may contain any matter, including expert opinion, that the Party submitting the statement may desire and may be supported by any written material desired by such Party. A Party shall furnish the other Parties a copy of all written materials submitted by such Party to the arbitrator at the time such material is submitted to the arbitrator. The arbitrator shall not conduct a hearing, and shall not issue subpoenas or authorize or conduct any discovery. The parties waive all rights granted by Georgia Code Annotated Sections 9-9-8 (a), (b) and (d) through (f), and all rights to take depositions, to issue subpoenas and requests to produce, to conduct any other discovery and to submit any evidence, rebuttal or otherwise, except through the written materials provided above. Rebuttal statements or other responses to the written statements of a Party shall not be permitted. The determination or award of the arbitrator shall consist of either a written determination that no revision to the Plant Vogtle Cost Allocation Procedure is warranted or the arbitrator shall select in its entirety

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inother United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

and without modification one of the proposals of one of the Parties to revise the Plant Vogtle Cost Allocation Procedure. The arbitrator's decision shall be effective as of the date a demand for arbitration is made under the provisions of Section 5.2 of this Agreement. The decision of the arbitrator shall be final and binding on all Parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. Applications to the arbitrator to change the award or to a court to modify or vacate the award shall not be permitted except as required by law. ARTICLE VI PROPERTY RIGHTS 6.0 Grants and Waivers. If all Parties participate in the Additional Units at

the current Pro Rata Interests set forth in Section 1.1, then any transfer of property rights with respect to the Additional Units would be limited to appropriate easements to be set forth in the Declaration of Covenants (which such Declaration of Covenants will be a "Definitive Agreement"), and the Parties will execute appropriate documentation prepared by the Agent to identify a metes and bounds description of the Identified Sites. If the Parties participate differently, then certain additional grants and waivers to those provided herein will be required to be made for a perpetual period of time, including (1) fee simple to land for the Identified Sites for the Additional Units, free and clear of any liens and encumbrances (and the Agent will prepare a metes and bounds description of the Identified Sites with regard to the grant of fee simple to land for the Identified Sites); and (2) waivers of rights of first refusal to such transfers (provided, however, that the Participating Parties in such Additional Unit shall have, with respect to their respective Maximum Binding Percentage Interests in such Additional Unit, the right of first refusal to subsequent transfers of such Additional Unit). 27
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

6.1

Declaration of Covenants. In addition to the agreements, consents and

grants made in this Agreement, the Parties will also grant appropriate easements, crosseasements, agreements and covenants (for a perpetual period of time) to be contained in the Declaration of Covenants and any easements, cooperation and ancillary support agreements necessary or appropriate to meet various NRC or other regulatory requirements, including, without limitation, the following: Easements to erect, construct and use utility lines across Plant Vogtle property, which shall include without limitation electricity, gas, communications, control lines, sanitary sewer, storm sewer and cooling intake and discharge piping; Easements to connect onto and use Plant Vogtle's potable water supply system and sanitary treatment systems, and to connect liquid effluent to, and to use, the Plant Vogtle discharge systems; Easements to connect onto and use utility lines; Easements to access utility lines and exercise other easements; Temporary easements for construction of utility lines and to designated warehouse storage locations; Specific roadway and rail line easements, including roads along the common boundary lines between Additional Units, subject to conditions to assure reasonable use; Easements to install switchgear in the switchyard, subject to conditions of "Prudent Utility Practice"; Temporary construction laydown area easements; Slope easements to allow grading and earth movement of land; and Disposal of construction debris at the Plant Vogtle landfill, in accordance with the permit and conditions issued by the State of Georgia Environmental Protection Division and applicable regulations. 6.2 Fair Market Value of Land Transferred. A Party will receive the fair

market value of any of such Party's interest in land conveyed to the Participating Parties 28
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

pursuant to this Agreement. The "fair market value" of such land will be appraised with regard to the best and highest use, as burdened by all restrictions existing on the land at Plant Vogtle as of the date of such transfer. ARTICLE VII MISCELLANEOUS 7.0 Governing Law. The validity, interpretation, and performance of this

Agreement and each of its provisions shall be governed by the laws of the State of Georgia. 7.1 Remedies. The Parties agree that their rights and obligations hereunder

pertain to a unique asset, that the performance or breach of those obligations have consequences affecting the public and otherwise cannot be adequately addressed through remedies at law. Accordingly, the Parties intend that their rights and obligations under this Agreement be subject to declaratory judgments and specific performance and other equitable relief by a court of competent jurisdiction. 7.2 Headings. The descriptive headings of the various Sections and Articles

of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions thereof. 7.3 No Partnership. Notwithstanding any provision of this Agreement, the

Parties do not intend to create hereby any joint venture, partnership, association taxable as a corporation, or other entity for the conduct of any business for profit. The Parties agree to take timely all voluntary action as may be necessary to be excluded from treatment as a partnership under the Internal Revenue Code of 1986, as amended, and if it should appear that one or more changes to this Agreement would be required in order to obtain a ruling

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

to such effect, the Parties agree to negotiate promptly in good faith with respect to such changes. 7.4 Agreement. 7.5 Amendments. This Agreement may be amended by and only by a written Time of the Essence. Time is of the essence with respect to this

instrument duly executed by each of the Parties. 7.6 Successors and Assigns. This Agreement shall inure to the benefit of and

be binding upon each of the Parties and its respective permitted successors and assigns. The rights of the Parties under this Agreement are not assignable except as provided in Section 3.4 hereof, and then only if the assignee expressly agrees to be bound by the provisions of this Agreement pursuant to a written agreement in form and substance satisfactory to the Parties. Any person other than a Party may become an owner or a coowner of the Additional Units or the Related Facilities only if such person expressly agrees to be bound by the provisions of this Agreement in a manner which is in form and substance satisfactory to the Parties. 7.7 No Third Party Beneficiaries. This Agreement is not intended to and

shall not create rights of any character whatsoever in favor of any person other than the Parties to this Agreement, and the obligations herein assumed are solely for the use and benefit of the Parties to this Agreement. 7.8 No Waiver. A waiver by any Party of another Party's defaults shall not be

deemed a waiver of another or subsequent defaults. 7.9 Access To Records and Confidentiality. Subject to existing

confidentiality agreements related to Plant Vogtle between or among the Parties, the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Parties authorize the Agent to copy and use any and all records, data, technical reports and other intellectual property related to Plant Vogtle to allow the Agent to perform the undertakings contemplated by this Agreement as the Agent deems necessary or appropriate. The Parties recognize that there are, or may be in the future, certain contracts, records, drawings, data or other documents or information relating to the planning, permitting, design, licensing, acquisition, construction, completion, management, control, operation, maintenance, renewal, addition, replacement, modification or disposal of the Additional Units which are proprietary, confidential or privileged (the "Confidential Information"). Each of the Parties agrees that the Confidential Information shall not be disclosed other than as permitted under this Section 7.9 to any other entity or to any person who is not a director, officer, employee, attorney, consultant or affiliate, respectively, of the Party or a director, officer, employee, attorney or consultant of an affiliate of such Party, unless such Party has received the prior written consent of the Party providing such Confidential Information; provided, that the Parties may disclose any such information as required to comply with mandatory legal requirements. The term "affiliate" shall include a member of a Party and, in the case of Oglethorpe Power, shall include Georgia Transmission Corporation and Georgia Systems Operations Corporation. Each of the Parties agrees to take all reasonable steps to protect the proprietary, privileged or confidential nature of all of such Confidential Information furnished to it. The obligations of the Parties pursuant to the provisions of this Section 7.9 shall survive the termination of this Agreement and continue to bind the Parties, in the case of Confidential Information which is not a trade secret, for a period of five (5) years

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

following the termination of this Agreement, and, in the case of trade secrets, for so long as they remain trade secrets.

[Remainder of Page Intentionally Left Blank]

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN. WITNESS WHEREOF, the undersigned hereto have caused their duly authorized representatives to duly execute this Agreement on the 13th day of May 2005. Signed, sealed and delivered in the presence of: GEO G POWER CO '

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WHITFIELD COUNTY

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXHIBIT "A" IDENTIFIED SITES [see attached]

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.2: Co-Owner Development Agreement Amendment No. 1 (April 21, 2006) GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-8 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

AMENDMENT NO. 1 TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS THIS AMENDMENT NO. 1 TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS dated as of April 21, 2006 (this "Amendment No. 1"), amends that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operating of Additional Generating Units (the "Development Agreement") dated as of May 13, 2005, by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia ("Dalton") (each a "Party" and collectively the "Parties"), is being entered into by and among the Parties. WITNESSETH WHEREAS, The Parties entered into the Development Agreement as referenced above; WHEREAS, the Parties have determined that certain dates within the Development Agreement should be adjusted and other provisions of the Development Agreement should be clarified as set forth in this Amendment No. 1; and WHEREAS, each of the Parties believe it is in their best interest and desire to amend the Agreement as set forth below. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows: Section 1.0 Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such terms in the Development Agreement. Section 2.0 Amendments to Development Agreement.

Section 2.01. Amendments to Section 3.1, Minimum Binding Percentage Interest. Section 3.1 of the of the Development Agreement is deleted in its entirety and replaced with the following: "3.1 Minimum Binding Percentage Interest.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

At any time prior to the Minimum Interest Election Date (defined (a) below), each Participating Party may reduce its Initial Percentage Interest (such reduction may be to as low as zero percent) in each Additional Unit. The adjusted Initial Percentage Interest of each Participating Party, elected as provided herein, will be the "Minimum Binding Percentage Interest" in such Additional Unit for such Participating Party. (b) The "Minimum Interest Election Date" will be (i) April 15, 2008, or (ii) in the event that Georgia Power defers the filing of its application for the Certificate of Public Convenience and Necessity referenced in Section 1.5(b) until after the month of May, 2008, the date that is thirty (30) days prior to the filing of such Certificate of Public Convenience and Necessity; provided that Georgia Power shall have (A) provided reasonable notice to each Participating Party of any such deferral in the anticipated filing date of the Certificate of Public Convenience and Necessity, and (B) provided notice of the actual filing date no less than sixty (60) days prior to such filing. Each Participating Party shall make the election to decrease its (c) Initial Percentage Interest only once, and upon such election the Minimum Binding Percentage Interest will apply to payments to be made by the Participating Party thereafter and promptly thereafter a true-up invoice (as provided in Section 4.2) shall be delivered to such Participating Party." Section 2.02 Amendment to Section 3.2, Participation Election Below Pro Rata Interest. Section 3.2 of the Development Agreement is amended to delete the first sentence and, in the second sentence, to replace "In such cases" with "In the event any Participating Party decreases its Initial Percentage Interest pursuant to Section 3.1". Section 2.03. Amendments to Section 3.3, Supplemental Percentage Interest. Section 3.3 of the Development Agreement is amended to delete the first sentence and revise the third sentence to replace "such adjusted" with "the". Section 2.04. Amendments to Section 3.4, Maximum Binding Percentage Interest. Section 3.4 of the Development Agreement is amended as follows: delete "April 30, 2008" and replace it with "fifteen (15) days after the (a) Minimum Interest Election Date"; (b) delete "May 31, 2008" and replace it with "forty-five (45) days after the Minimum Interest Election Date"; delete "June 30, 2008" and replace it with "seventy-five (75) days after (c) the Minimum Interest Election Date";

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

delete "July 31, 2008" and replace it with "one hundred five (105) days (d) after the Minimum Interest Election Date"; in the first sentence, add "all or a portion of" following "accept or (e) decline"; and (f) accept". in the second sentence, add "all or a portion of" following "decline to

Section 2.05 Amendment to Section 3.5, Limitation on Maximum Binding Percentage Interests. Section 3.5 of the Development Agreement is amended as follows: delete the existing caption of this Section and replace it with "Limitations (a) on Minimum and Maximum Binding Percentage Interests."; and (b) insert a new second sentence as follows:

"The Minimum Binding Percentage Interests of the Participating Parties in each of the Additional Units will be determined sequentially, and no Participating Party may elect to have a Minimum Binding Percentage Interest in the Second Additional Unit that is less than such Participating Party's Minimum Binding Percentage Interest in the First Additional Unit." Section 2.06. Amendment to Section 3.7, Reduction of Participation. Section 3.7 of the Development Agreement is amended as follows: (a) delete the first sentence of such Section and replace it with the following:

"At any time after the Minimum Interest Election Date and prior to the expiration of the Major Milestone notice provided under this Section 3.7, any Participating Party may reduce its Maximum Binding Percentage Interest as set forth herein; provided, that such election to reduce may only be exercised once."; in the second sentence, delete the phrase "making the award of the first" (b) and replace it with "first becoming obligated for substantial payment obligations under a"; in the second sentence, following the phrase "or a contract of equivalent (c) significance," insert "(whether at the time of the award of such contract or thereafter)"; at the end of the second sentence, add the following: ", except that if the (d) reduction by the Reducing Party causes the Participating Parties to cease development of the Additional Unit in accordance with this Agreement, then the Reducing Party shall remain liable for its share of winding-down or disposal costs."; and

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(e) Section 3.7".

in the third sentence, delete "a Major Milestone" and replace it with "this

Section 2.07 Amendment to Section 3.8, Discontinuation or Deferral. Section 3.8 of the Development Agreement is amended to add the following at the end of such Section: "In the event a discontinuation by Georgia Power occurs on or prior to the Minimum Interest Election Date: (a) if the other Participating Parties elect not to continue the development and construction of the applicable Additional Unit, then such other Participating Parties may reduce their Initial Percentage Interests to zero and will receive a refund (including carrying costs) in accordance with Section 4.2; and (b) if the other Participating Parties elect to continue the development and construction of the applicable Additional Unit, then (i) Georgia Power may, as a Participating Party, elect to reduce its Initial Percentage Interest to zero, but will not be entitled to a refund or any other payment from the other Participating Parties, and (ii) future costs associated with Georgia Power's Initial Percentage Interest will be allocated among the continuing Participating Parties who take Georgia Power's declined interest. In the event a discontinuation by Georgia Power occurs after the Minimum Interest Election Date: (a) if the other Participating Parties elect not to continue the development and construction of the applicable Additional Unit, then no Participating Party will be entitled to a refund for costs paid by it hereunder; and (b) if the other Participating Parties elect to continue the development and construction of the applicable Additional Unit, then (i) Georgia Power will not be entitled to a refund for costs paid by it hereunder, and (ii) future costs will be allocated among the continuing Participating Parties as they may agree. Section 2.08 Amendment to Section 3.10, Election Process. Section 3.10 of the Development Agreement is amended to add the following at the end of such Section: "In the event of any reduction or increase in the megawatt rating of an Additional Unit: (a) the percentage interests of the Participating Parties (other than Georgia Power) who elected in megawatt terms will be increased or reduced, as applicable, in order that such Participating Parties will have the same entitlement to such Additional Unit in megawatt terms based on the new megawatt rating; (b) Georgia Power's percentage interest will be conversely adjusted to account for such increase or reduction in the megawatt rating; and (c) the percentage interests of the Participating Parties (other than Georgia Power) who elected in percentage rather than megawatt terms shall be unaffected." Section 2.09. Amendments to Section 4.1, Reimbursement of Costs. Section 4.1 of the Development Agreement is deleted in its entirety and replaced with the following: Reimbursement of Costs. The Participating Parties shall reimburse the "4.1 Agent for such costs (including carrying costs) incurred prior to December 31, 2005, in proportion to their Initial Percentage Interests declared as of December 31, 2005, promptly upon receipt of an invoice. The Agent will invoice each Participating Party for costs incurred from December 31, 2005 to the date on which such Participating Party

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

makes its Minimum Binding Percentage Interest election in proportion to such Participating Party's Initial Percentage Interest. The Agent will invoice each Participating Party for costs incurred after the date of such Participating Party's Minimum Binding Percentage Interest election and on or prior to the date of determination of such Participating Party's Maximum Binding Percentage Interest, in proportion to such Participating Party's Minimum Binding Percentage Interest. The Agent will invoice each Participating Party for costs incurred after the determination of such Participating Party's Maximum Binding Percentage Interest in proportion to such Participating Party's Maximum Binding Percentage Interest." Section 2.10. Amendments to Section 4.2, True-Up Invoices. Section 4.2 of the Development Agreement is deleted and replaced in its entirety by the following: "4.2 True Up. Upon the decrease of a Participating Party's Initial Percentage Interest in each Additional Unit (per such Participating Party's Minimum Binding Percentage Interest election) and again upon the determination of the Maximum Binding Percentage Interest of such Participating Party in each Additional Unit pursuant to Section 3.4, the Agent will reallocate the development and other costs incurred relative to the Additional Units and submit an invoice to such Participating Party to account for any decrease from the Initial Percentage Interest to the Minimum Binding Percentage Interest for such Participating Party, and for any increase from the Minimum Binding Percentage Interest to the Maximum Binding Percentage Interest for such Participating Party, as applicable ("true up" invoices). The Participating Parties shall reimburse the Agent promptly upon receipt of an invoice for any additional amounts due pursuant to such "true up" invoices, including carrying costs, which amount will be due and payable at the time of such adjustment. If a Participating Party has a decrease from its Initial Percentage Interest to its Minimum Binding Percentage Interest then such Participating Party will receive a credit in proportion to such decrease, including carrying costs, which amount will be refunded to such Participating Party at the time of such adjustment. The Agent shall administer the true-up accounting and the receipt and payment by and to the Participating Parties." Section 3.0 Miscellaneous.

Section 3.01. Effect of Amendment. By executing this Amendment No. 1, the Parties agree to be bound by the terms of Section 2.0 above effective as of the date first written above. Section 3.02. Reference to Development Agreement. On and after the date first above written, each reference in the Development Agreement and other documents to "the Development Agreement", "this Agreement", "the Agreement", "hereunder", "thereunder", "hereto" or "thereto" or words of like import referring to the Development Agreement, shall mean and be a reference to the Development Agreement, as amended by this Amendment No. 1. Section 3.03. Continuing Effect. The Development Agreement, as specifically amended by this Amendment No. 1, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 3.04. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia. Section 3.05. Counterparts. This Amendment No. 1 may be executed by one or more of the Parties hereto in any number of separate counterparts, each of which when so executed shall be an original and all of which taken together shall be deemed to constitute but one and the same instrument. Transmission by facsimile of the signature page hereof signed by an authorized representative of a Party will be conclusive evidence of the due execution by such Party of this Amendment No. 1. The Parties agree, however, to provide originally executed documents promptly following any facsimile transmission pursuant to this provision.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. I to be duly executed and delivered by their duly authorized representatives as of the date first written above. Signed, sealed and delivered in the presence of: GEORGIA POWER COMPANY
By:

Witness

Name: James H. Miller III Its: Senior Vice President and General Counsel
Attest:

Notary Public

My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of:

Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP


CORPORATION)

Witness By:
Name: Michael W. Price

Notary Public My Commission expires:


Notarial Seal

Its: Chief Operating Officer


Attest:

Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA
By:

Witness

Name: Robert P. Johnston


Its: President and Chief Executive Officer

Notary Public
My Commission expires: Attest:

Notarial Seal Signed, sealed and delivered in the presence of: Witness

Its: (CORPORATE SEAL) CITY OF DALTON, GEORGIA


BY: BOARD OF WATER, LIGHT AND

SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES


By:

Notary Public

My Commission expires: Notarial Seal

Name: Don Cope Title: President and Chief Executive Officer


Attest:

Title: (SEAL)

T3

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.3: Co-Owner Development Agreement Scrivener's Error Letter GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-3 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Oscar Harper Vice President


Resource Planning

241 Ralph McGill Boulevard NE Atlanta, Georgia 30308-3374


Tel 404.506.6929

Fax 404.506.7858

April 19, 2007 Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 Attention: President and CEO Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 Facsimile No.: 770-661-2812 Attention: President and CEO City of Dalton, Georgia, Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 Attention: CEO Re:

GEORGIA A ER
POWI
A SOUTHERN COMPANY

Agreement as to Typographical Error in Amended Development Agreement

Gentleman:
As you know, Georgia Power Company ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("OPC"), Municipal Electric Authority of Georgia ("MEAG")

and City of Dalton, Georgia, acting by and through the Board of Light, Water and Sinking Fund Commissioners of the City of Dalton, Georgia ("Dalton Utilities") entered into the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units (as amended, the "Development Agreement") dated as of May 13, 2005. GPC, OPC, MEAG and Dalton Utilities entered into Amendment No.1 to the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units on April 21, 2006. All capitalized terms shall have their respective meanings in the Development Agreement. GPC, OPC, MEAG and Dalton Utilities agree and acknowledge that in the second sentence of Section 3.5 of the Development Agreement, the word "less" should be the word "greater", so that the elected Minimum Binding Interest of each Participating Party in the Second Additional Unit shall not exceed the elected Minimum Binding Interest of such Participating

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Party in the First Additional Unit. This correction of a scrivener's error makes such Minimum Binding Interest elections consistent with the Maximum Binding Interest elections as provided in the fourth and fifth sentences of Section 3.5. The signatures of GPC, OPC, MEAG and Dalton Utilities below evidence GPC's, OPC's, MEAG's and Dalton Utilities' acknowledgment and agreement to the terms and conditions of this letter. If you have any questions regarding the above, please feel free to contact me. Sincerely,

Oscar C. Harper End.

AGREED AND ACKNOWLEDGED BY: OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) GEORGIA POWER COMPANY

By:

u cLo o

"
W.

Name: Title:
Date:

Prac.r.t\

Bvy: Jar. fle:


Date:

JAV, /,/. ~7,'t., SPV .P 6e. -,j. '


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at t9-07 -

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA -

CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH THE BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS OF THE CITY OF DALTON, GEqRGIA
By: ^Jf,^!-

Name: C" Title:


Date:

-& /
/

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Name: Da/Title:
Date:

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Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.4: Co-Owner Development Agreement Addendum on Major Milestone GPC Vogtle Expansion Project
December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-5 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

FIRST ADDENDUM TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS, DATED MAY 13, 2005, AS AMENDED BY AMENDMENT NO. 1 DATED AS OF APRIL 21, 2006 WHEREAS Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia ("Dalton") (each a "Party" and collectively the "Parties" or the "Plant Vogtle Owners") have entered into that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated May 13, 2005, as amended by Amendment No. 1 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units dated as of April 21, 2006 (as amended, the "Development Agreement"); and WHEREAS Georgia Power, in its capacity as Agent under and as defined in the Development Agreement, has engaged in negotiations, and entered into a letter of intent, with a consortium of vendors of major nuclear equipment and engineering, procurement and construction services which are anticipated to result in one or more contracts (hereinafter collectively the "Vendor Contract") and the results of such negotiations and Vendor Contract are presently anticipated to provide the basis for an August 1, 2008 application for a Certificate of Public Convenience and Necessity with the Georgia Public Service Commission for two AP1000 nuclear units proposed to be constructed at the Alvin W. Vogtle, Jr. Nuclear Plant site in Burke County, Georgia (the "Georgia PSC Application"); WHEREAS Georgia Power has not issued the notice of the "Major Milestone" as provided for by Section 3.7 of the Development Agreement; WHEREAS the Owners wish to address the administration of certain provisions of the Development Agreement in light of one anticipated set of circumstances without prejudice to the Owner's Agent's authority to act in the best interest of the Owners in negotiations towards the Vendor Contract or with respect to licensing or other regulatory approvals within the scope of the Development Agreement, without prejudice to the rights of any of the Owners under the Development Agreement, and only to clarify the administration of the Development Agreement in the event Georgia Power files an application for a Certificate of Public Convenience and Necessity with the Georgia Public Service Commission on August 1, 2008, seeking certification for two Additional Units, as defined in the Development Agreement. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows:

2
7865773.2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Terms used herein and denoted by their initial capitalization shall have the meanings 1. set forth in the Development Agreement unless specifically indicated herein to the contrary. The Minimum Election Interest Date established pursuant to Section 3.1(b) of the 2. Development Agreement shall be July 2, 2008; provided, however, that if Georgia Power does not file the Georgia PSC Application on August 1, 2008, the Parties agree that the Minimum Election Interest Date shall be deemed not to have occurred on July 2, 2008. In the event Georgia Power files the Georgia PSC Application on August 1, 2008, 3. and duly prosecutes such application with respect to each Additional Unit, the Major Milestone notice period established by Section 3.7 of the Development Agreement for each of the two Additional Units shall expire on December 1, 2008, and there shall be no other Major Milestone notice period, subject to the following condition stated in Paragraphs 4 and 5 of this First Addendum. If in the course of the proceedings concerning, or as a condition of initial approval 4. of, the Certificate of Public Convenience and Necessity requested in the August 1, 2008 application, the Georgia Public Service Commission requires, or the Staff of the Commission recommends, that Georgia Power obtain or seek an amendment to the Vendor Contract, Georgia Power will promptly provide written notice to all Owners of that proposed required amendment. Each Owner, including Georgia Power, shall have five business days from delivery of such written notice to provide notice to the other Owners that such Owner deems the required amendment to be materially adverse to the economic interest of such Owner. In the event any Owner provides such notice within such five business day period, the Owners shall have the right for a period of forty-five (45) days following such notice to reduce their participation in accordance with Section 3.7 of the Development Agreement, subject to their rights and responsibilities as a Reducing Party under Section 3.7 of the Development Agreement; provided, however, that any such reduction shall be effective only if such proposed required amendment is implemented. In the event the Georgia Public Service Commission either (i) issues an order 5. declining to issue a Certificate of Public Convenience and Necessity for each of the two Additional Units or (ii) does not issue an order granting a Certificate of Public Convenience and Necessity for each of the two Additional Units by June 30, 2009, the Parties agree that the Major Milestone notice period shall be deemed not to have occurred. From and after the occurrence of either of the events described in clauses (i) and (ii) of the preceding sentence, Georgia Power shall have the right, subject to and in accordance with the provisions of Section 3.7 of the Development Agreement, to issue the 90-day notice of the Major Milestone. This First Addendum is intended to address the specific application of the terms of 5. the Development Agreement under the circumstances stated above and is intended to preserve the ability of the Owners' Agent to carry out its responsibilities given the uncertainties of negotiations with vendors. This First Addendum shall have no force or effect under any other circumstances and shall not constitute evidence of any Party's intent or parole evidence with respect to the construction of the Development Agreement under any other circumstances other than those presented herein.
3
7865773.2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF, the parties hereto have caused this First Addendum to be duly executed and delivered by their duly authorized representatives as of April 8, 2008.. Signed, sealed and delivered in the presence of: GEORGIA POWER COMPANY By: Name: James H. Miller III Its: Senior Vice President and General Counsel Attest: Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) By: Name: Thomas A. Smith Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA By: Name: Robert P. Johnston Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: Witness CITY OF DALTON, GEORGIA BY: BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES By: Name: Don Cope Title: President and Chief Executive Officer
Attest:

Witness

Notary Public My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of:

Witness

Notary Public My Commission expires: Notarial Seal

Witness

Notary Public My Commission expires: Notarial Seal

Notary Public My Commission expires: Notarial Seal

Title: (SEAL) 4
7865773.2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

5 7865773.2

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.5: Co-Owner Development Agreement Dalton Amendment GPC Vogtle Expansion Project
December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-7 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except Application. United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Please Record and Return To: Jeffrey F. Hetsko Troutman Sanders LLP Suite 5200 600 Peachtree Street NE Atlanta, GA 30308 AMENDMENT NO. 2 TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS THIS AMENDMENT NO. 2 TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS dated as of April 8, 2008 (this "Amendment No. 2"), amends that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operating of Additional Generating Units (as amended by Amendment No. 1 defined below, the "Development Agreement") dated as of May 13, 2005, by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities ("Dalton") (each a "Party" and collectively the "Parties"), as amended by Amendment No. 1 To Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing And Operation Of Additional Generating Units by and among the Parties ("Amendment No. 1") dated as of April 21, 2006, is being entered into by and among the Parties. WITNESSETH WHEREAS, the Parties entered into the Development Agreement as referenced above;

Development Agreement Amendment No. 2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

WHEREAS, Dalton has requested a further amendment to the Development Agreement to clarify the identity of Dalton as a Party; and WHEREAS, each of the other Parties believes it is appropriate and is willing to amend the Development Agreement as set forth below. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows: Section 1.0 Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such terms in the Development Agreement. Section 2.0 Amendments to Development Agreement.

Section 2.01. The following Article VIII shall be added to and become a part of the Development Agreement: "ARTICLE VIII 8.01 DALTON UTILITIES

For all purposes of this Agreement:

(a) the term 'City of Dalton' shall mean the City of Dalton, Georgia, an incorporated municipality of the State of Georgia; the term 'Dalton' shall mean only the utility company, property and assets (b) operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successors, successors-in-title or assigns, including without limitation any successors to the business of Dalton and the City of Dalton in the event the Board of Water, Light and Sinking Fund Commissioners ceases to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause; and (c) the term 'Dalton Utilities Assets' shall mean collectively (i) all property or assets of Dalton, including without limitation all electric power generation, transmission and distribution assets, owned or operated by the City of Dalton and contract rights and receivables related thereto, which now or at any time in the future are owned, used or operated by Dalton in connection with the public utilities of the City of Dalton, and such property and assets shall include without limitation any sale, insurance, condemnation or other proceeds with respect to such property and assets; and (ii) all accounts receivable, debts, income or other amounts owed to Dalton in connection with the public utilities of the City of Dalton.
Development Agreement Amendment No. 2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

8.02 Notwithstanding any other term or provision of this Agreement to the contrary, the Parties hereby agree that: if any Party obtains any money judgment against either the City of Dalton (a) or Dalton because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, such Party's sole remedy to satisfy the judgment shall be to exercise all legal and equitable rights available to it to realize upon any and all of the Dalton Utilities Assets; (b) payments of all amounts of any kind or nature whatsoever that may at any time be due and owing by Dalton pursuant to the terms of, or resulting from, this Agreement shall be payable solely out of the Dalton Utilities Assets and shall not be payable from any other source, including without limitation the 'General Fund' of the City of Dalton; no such payments shall be, or be deemed to be, a debt, as contemplated by (c) Article IX Section V of the Constitution of the State of Georgia, of the City of Dalton under any circumstance or for any purpose whatsoever, nor shall this Agreement constitute a pledge of the full faith and credit of the City of Dalton, nor shall the City of Dalton appropriate or be required to appropriate funds to pay for any amounts due under this Agreement; no Party will ever have the right to compel the exercise of any taxing (d) power of the City of Dalton to pay any amount due from Dalton under this agreement, nor to enforce payment thereof against any property of the City of Dalton other than the Dalton Utilities Assets; no Party shall have any recourse for payment hereunder against any source (e) of funds of the City of Dalton other than the Dalton Utilities Assets, and each Party hereby irrevocably and unconditionally waives any recourse or claim it may or could otherwise have or allege to have against any payment source of the City of Dalton other than the Dalton Utilities Assets; and (f) no provision of this Agreement is intended to, nor shall any such provision in any way (i) grant, convey or otherwise extend to any Party any lien, encumbrance or other charge against the Dalton Utilities Assets, or (ii) modify, impair, subordinate or otherwise affect the rights, obligations and privileges of Dalton arising under the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1997, the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1999, or any other obligation of Dalton Utilities. 8.03 Subject to the limitations set forth in Section 8.02, no provision of this Article VIII shall prohibit any Party from: (a) Filing and prosecuting a civil action against the City of Dalton, and pursuing any and all legal or equitable remedies available to it, because of Dalton's
Development Agreement Amendment No. 2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, including, without limitation, all remedies provided in this Agreement; Pursuing satisfaction of any judgment it may obtain against the City of (b) Dalton in any proceeding contemplated by Section 8.03(a) against any and all of the Dalton Utilities Assets even if the Board of Water, Light and Sinking Fund Commissioners shall cease to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause." Section 3.0 Miscellaneous.

Section 3.01. Effect of Amendment. By executing this Amendment No. 2, the Parties agree to be bound by the terms of Section 2.0 above effective as of the date first written above. Section 3.02. Reference to Development Agreement. On and after the date first above written, each reference in the Development Agreement and other documents to "the Development Agreement", "this Agreement", "the Agreement", "hereunder", "thereunder", "hereto" or "thereto" or words of like import referring to the Development Agreement, shall mean and be a reference to the Development Agreement, as amended by this Amendment No. 2. Section 3.03. Continuing Effect. The Development Agreement, as specifically amended by this Amendment No. 2, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Section 3.04. Governing Law. This Amendment No. 2 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia. .Section 3.05. Counterparts. This Amendment No. 2 may be executed by one or more of the Parties hereto in any number of separate counterparts, each of which when so executed shall be an original and all of which taken together shall be deemed to constitute but one and the same instrument. Transmission by facsimile of the signature page hereof signed by an authorized representative of a Party will be conclusive evidence of the due execution by such Party of this Amendment No. 2. The Parties agree, however, to provide originally executed documents promptly following any facsimile transmission pursuant to this provision.

Development Agreement Amendment No. 2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their duly authorized representatives as of the date first written above. Signed, sealed and delivered in the presence of: GEORGIA POWER COMPANY By: Name: James H. Miller III Its: Senior Vice President and General Counsel Attest: Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) By: Name: Thomas A. Smith Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA By: Name: Robert P. Johnston Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: Witness CITY OF DALTON, GEORGIA BY: BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES By: Name: Don Cope Title: President and Chief Executive Officer
Attest:
Development Agreement Amendment No. 2

Witness

Notary Public My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of:

Witness

Notary Public My Commission expires: Notarial Seal

Witness

Notary Public My Commission expires: Notarial Seal

Notary Public My Commission expires: Notarial Seal

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Title: (SEAL)

Development Agreement
Amendment No. 2

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix H.6: Co-Owner Development Agreement Declaration of Covenants GPC Vogtle Expansion Project

December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-37 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

After recording return to: Jeffrey F. Hetsko Troutman Sanders LLP Suite 5200 600 Peachtree Street Atlanta, Georgia 30308

DECLARATION OF COVENANTS AND CROSS-EASEMENTS FOR VOGTLE ADDITIONAL UNITS THIS DECLARATION (hereinafter referred to as the "Declaration") is made as of the 21st day of April 2006, by Georgia Power Company, a Georgia corporation, Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized and existing under the Georgia Electric Membership Corporation Act, Municipal Electric Authority of Georgia, a public body corporate and politic organized and existing under Section 46-3-110, et seq., of the Official Code of Georgia Annotated, and City of Dalton, Georgia, an incorporated municipality of the State of Georgia, acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia. WITNESSETH: WHEREAS, Declarants (certain capitalized terms as used herein are defined in Paragraph 1 below) are the owners, as tenants in common, of the Vogtle Property; and WHEREAS, Declarants are also the owners, as tenants in common, of the Additional Units Property; and WHEREAS, the Vogtle Property and the Additional Units Property are each part of the Overall Property; and WHEREAS, Declarants presently own, as tenants in common, Plant Vogtle, and operate Plant Vogtle through the Existing Units Agent; and WHEREAS, MEAG, GPC, OPC and Dalton propose to develop additional generating capability on the Additional Units Property pursuant to the Additional Units Ownership Agreement and the Development Agreement; and WHEREAS, Declarants have determined the desirability of the creation, establishment and reservation of certain covenants and nonexclusive easements for utilities, ingress, egress and other matters as provided herein which shall run with the Overall Property, as more particularly hereinafter provided.

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOc

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. except for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

NOW, THEREFORE, in order to implement the foregoing purposes, Declarants, as owners, as tenants in common, of the Overall Property, and as owners, as tenants in common, of the Additional Units Property, do hereby declare and establish as follows: Definitions. The following words and terms used or referred to in this Declaration 1. or any amendment or modification hereof shall have the following meanings: "Additional Units Agent" shall mean and refer to the Person from time to time (a) designated as "Agent" pursuant to the Additional Units Ownership Agreement, when acting as such Agent. "Additional Units Owner" shall mean and refer to any and all of the owners of fee (b) simple title to all or any portion of the Additional Units Property (including without limitation any undivided interest in the Additional Units Property) as shown by the real estate records of the Clerk of the Superior Court of the Georgia County where such property is located, in their capacity as owners of the Additional Units; provided, however, the term "Additional Units Owner" shall not mean and refer to (i) the holder of any Security Instrument unless and until the holder thereof shall acquire, as shown by the real estate records of the Clerk of the Superior Court of the Georgia County where such property is located, fee simple title to all or any portion of the Additional Units Property (including without limitation any undivided interest in the Additional Units Property) pursuant to the foreclosure of its Security Instrument, the exercise of any power of sale contained therein, or any deed or proceeding taken in lieu of foreclosure with respect thereto, and (ii) any lessee, tenant or licensee of any Owner; provided, however, that unless otherwise specified in the applicable sale/lease back lease/sublease back or similar transaction documents pertaining to all or any portion of the Additional Units Property (including without limitation any undivided interest in the Additional Units Property), "Additional Units Owner" shall mean and refer to the lessee or sublessee, and not the lessor or sublessor, under a sale/lease back, lease/sublease back or similar transaction. In the event there is only one Additional Unit Owner of any Additional Units Site, then with respect to such Additional Units Site, references in this Declaration to "Additional Unit Owners" shall be deemed to be references to such Additional Unit Owner. "Additional Units Ownership Agreement" shall mean and refer to the Plant Alvin (c) W. Vogtle Additional Units Ownership Participation Agreement dated as of April 21, 2006, by and among GPC, OPC, MEAG and Dalton. "Additional Units Property" shall mean and refer to the property described on (d) Exhibit "B" attached hereto and by reference made a part hereof, together with all improvements and tangible personal property now or hereafter located on the Additional Units Property. In addition, "Additional Units Property" shall include such other portions, if any, of the Overall Property as are from time to time agreed to by the Owners of such portions of the Overall Property.

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOq

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Additional Unit I Property" shall mean and refer to that portion of the Additional (e) Units Property from time to time designated by the Additional Units Owners of such portion of the Additional Units Property. In addition, "Additional Unit I Property" shall include such other portions, if any, of the Overall Property as are from time to time agreed to by the Owners of such portions of the Overall Property. "Additional Unit II Property" shall mean and refer to that portion of the (f) Additional Units Property from time to time designated by the Additional Units Owners of such portion of the Additional Units Property. In addition, "Additional Unit II Property" shall include such other portions, if any, of the Overall Property as are from time to time agreed to by the Owners of such portions of the Overall Property. "Additional Units Restricted Property" shall mean and refer to that portion of the (g) Additional Units Property from time to time lying within the security perimeter for the Generating Plant(s) located on the Additional Units Property, less and except therefrom such portions thereof or interests therein as are from time to time designated in writing by the Additional Units Agent as not part of the Additional Units Restricted Property. "Additional Units Road System" shall mean and refer to the vehicular roads, (h) drives and passageways from time to time located on the Additional Units Property. The "Additional Units Road System" does not include any road or driveway or portion thereof located on the Vogtle Property. "Additional Units Simulator Building Area" shall have the meaning ascribed (i) thereto in Paragraph 3(a)(xvi) hereof. "Additional Units Site" shall mean and refer to either one of the Additional Unit I (j) Property or the Additional Unit II Property. "Additional Units Utility Lines" shall mean and refer to utility lines and facilities (k) now or hereafter located or to be located on, over, across or under the Additional Units Utility Line Easement Area, including, without limitation, electric service lines, sanitary sewer lines, storm sewer lines, potable water lines, industrial raw water supply lines, fire suppression water supply lines, industrial waste water and cooling tower blow down water discharge lines, telecommunications lines, and ancillary facilities related to any of the foregoing, including but not limited to headwalls, drop inlets, manholes, ponds, detention areas, silt and debris settling basins, tanks, pipelines (including, without limitation, meters, connections, valves and other associated equipment), cables, wires, conduits, cable trays, fiber optic cables, wood or metal poles, towers, anchors, stubs, braces, guys, cross arms, insulators, conductors, relays, ground wires, cables and counterpoises, underground conduits and wire raceways, meter sites, metering instruments, and other equipment appurtenant thereto, pipeline or pipelines, valves, vents, and all other equipment appurtenant thereto, signal, telephone, overhead and underground fiber-optic lines, manholes and other equipment appurtenant thereto, emergency sirens and emergency response communications systems and equipment appurtenant thereto, trenches, mains, lines,
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOC4

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ducts, fences, towers, antennas, tunnels, driveways, streets, alleys, retaining walls, plantings, shrubs and other landscaping, irrigation and drainage pipes and facilities, lighting fixtures and signs. "Additional Units Utility Lines Easement Area" shall mean and refer to that (1) portion of the Additional Units Property located within the Applicable Distance of the Additional Units Utility Lines (at the locations consented to in writing by the Additional Units Agent pursuant to Paragraph 3(b)(iii) hereof). "Applicable Distance" shall mean and refer to: (a) with respect to cooling tower (m) makeup ducts, 25 feet during construction; 17.5 feet after installation; (b) with respect to telecommunications lines, 15 feet during construction; 5 feet after installation; (c) with respect to potable water lines, 25 feet during construction; 17.5 feet after installation; (d) with respect to industrial raw water supply lines, 25 feet during construction; 17.5 feet after installation; (e) with respect to industrial waste water discharge lines, 25 feet during construction; 17.5 feet after installation; (f) with respect to sanitary sewer lines, 25 feet during construction; 17.5 feet after installation; and (g) with respect to storm sewer lines, 25 feet during construction; 17.5 feet after installation. (n) hereof. (o) hereof. (p) hereof. (q) hereof. "Dalton" shall mean and refer to City of Dalton, an incorporated municipality of (r) the State of Georgia, acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia. (s) (t) hereof. "Development Agreement" shall mean and refer to the Plant Vogtle Owners' (u) Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units by and among GPC, OPC, MEAG and Dalton, Georgia dated May 13, 2005. "Declarants" shall mean and refer to GPC, OPC, MEAG and Dalton. "Defaulting Owner" shall have the meaning ascribed thereto in Paragraph 9(e) "Consenting Party" shall have the meaning ascribed thereto in Paragraph 8(b) "Borrow Pit Area" shall have the meaning ascribed thereto in Paragraph 3(a)(xii) "Batch Plant Area" shall have the meaning ascribed thereto in Paragraph 3(a)(xiv) "Barge Facility" shall have the meaning ascribed thereto in Paragraph 3(a)(viii)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOGi

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(v) hereof.

"Exercising Owner" shall have the meaning ascribed thereto in Paragraph 3(j)

"Existing Simulator Building" shall have the meaning ascribed thereto in (w) Paragraph 3(a)(xvi) hereof. "Existing Units" shall mean Vogtle Unit No. 1 and Vogtle Unit No. 2, as defined (x) in the Existing Units Ownership Agreement. "Existing Units Agent" shall mean and refer to the person from time to time (y) designated as "Agent" pursuant to the Existing Units Ownership Agreement, when acting as such agent. "Existing Units Owners" shall mean the Owners of the Existing Units, in their (z) capacity as owners of the Existing Units. "Existing Units Ownership Agreement" shall mean and refer to the Alvin W. (aa) Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among GPC, OPC, MEAG and Dalton, dated August 27, 1976, as amended (including but not limited to amendments dated January 18, 1977, and February 24, 1977), and the Purchase, Amendment, Assignment and Assumption Agreement between GPC and MEAG dated April 9, 1985, as amended. "500 kV GPC Scherer Transmission Line" shall have the meaning ascribed (bb) thereto in Paragraph 3(d)(i) hereof. "500 kV GPC Future Transmission Line #1" shall have the meaning ascribed (cc) thereto in Paragraph 3(d)(i) hereof. "500 kV GPC Future Transmission Line #2" shall have the meaning ascribed (dd) thereto in Paragraph 3(d)(i) hereof. "500 kV GPC McIntosh Transmission Line" shall have the meaning ascribed (ee) thereto in Paragraph 3(d)(i) hereof. "Future TL Easement Area #1" shall have the meaning ascribed thereto in (ff) Paragraph 3(d)(i) hereof. "Future TL Easement Area #2" shall have the meaning ascribed thereto in (gg) Paragraph 3(d)(i) hereof. "Generating Plant" shall mean and refer to a nuclear power plant for the (hh) commercial generation of electricity.

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOg

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Good Utility Practices" shall mean and refer, at a particular time, to any of the (ii) practices, methods and acts engaged in or approved by a significant portion of the electric utility industry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practices are not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties and the requirements of governmental agencies of competent jurisdiction. (jj) (kk) "GPC" shall mean and refer to Georgia Power Company, a Georgia corporation. "Lien" shall have the meaning ascribed thereto in Paragraph 3(j) hereof.

"McIntosh TL Easement Area" shall have the meaning ascribed thereto in (11) Paragraph 3(d)(i) hereof. (mm) "MEAG" shall mean and refer to the Municipal Electric Authority of Georgia, a public body corporate and politic organized and existing under Section 46-3-110, et seq., of the Official Code of Georgia Annotated. (nn) hereof. (oo) "OPC" shall mean and refer to Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized and existing under the Georgia Electric Membership Corporation Act, formerly known as Oglethorpe Electric Membership Corporation and formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation). (pp) "Overall Property" shall mean and refer to the property described on Exhibit "A" attached hereto and by reference made a part hereof. (qq) "Ownership and Operating Documents" shall mean and refer to the Existing Units Ownership Agreement, the Development Agreement, the Additional Units Ownership Agreement and the Plant Vogtle Operating Agreement. "Owner" shall mean and refer to any and all of the owners of fee simple title to all (rr) or any portion of the Overall Property (including without limitation any undivided interest in the Overall Property) as shown by the real estate records of the Clerk of the Superior Court of the Georgia County where such property is located; provided, however, the term "Owner" shall not mean and refer to (i) the holder of any Security Instrument unless and until the holder thereof shall acquire, as shown by the real estate records of the Clerk of the Superior Court of the
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenanls.DO(7

"Notifying Owner" shall have the meaning ascribed thereto in Paragraph 9(e)

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Georgia County where such property is located, fee simple title to all or any portion of the Overall Property (including without limitation any undivided interest in the Overall Property) pursuant to the foreclosure of its Security Instrument, the exercise of any power of sale contained therein, or any deed or proceeding taken in lieu of foreclosure with respect thereto, and (ii) any lessee, tenant or licensee of any Owner; provided, however, that unless otherwise specified in any applicable sale/lease back, lease/sublease back or similar transaction document pertaining to all or any portion of the Overall Property (including without limitation any undivided interest in the Overall Property), "Owner" shall mean and refer to the lessee or sublessee, and not the lessor or sublessor, under a sale/lease back, lease/sublease back or similar transaction. "Person" means any individual, partnership, limited liability company, joint (ss) venture, corporation, trust, unincorporated organization, any federal, state or local governmental, regulatory, legislative, executive or administrative agency, authority, commission, body, department, board, or other governmental subdivision, court, tribunal, arbitrating body or other governmental authority. (tt) "Plant Vogtle" shall mean and refer to the electric generating facility, land, facilities and additional tangible property more particularly defined in the Existing Units Ownership Agreement, less and except the Additional Units Property. (uu) "Plant Vogtle Operating Agent" shall mean and refer to Person from time to time designated as "Agent" for the Existing Units Owners pursuant to the Plant Vogtle Operating Agreement, when acting as such Agent. (vv) "Plant Vogtle Operating Agreement" shall mean and refer to that certain Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement among GPC, OPC, MEAG and Dalton, dated April 21, 2006, as amended. (ww) "Rail Line" shall mean and refer to the railroad spur line from time to time located on the Vogtle Available Property. (xx) hereof. (yy) hereof. (zz) "Road System" shall mean and refer to the vehicular roads, drives and passageways from time to time located on the Vogtle Available Property. The "Road System" does not include any road or driveway or portion thereof located on the Additional Units Property. (aaa) "Scherer TL Easement Area" shall have the meaning ascribed thereto in Paragraph 3(d)(i) hereof.
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO(S

"Representing Party" shall have the meaning ascribed thereto in Paragraph 9(0)

"Requesting Owner" shall have the meaning ascribed thereto in Paragraph 9(1)

This page contains confidential trade secret and proprietary information that-meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(bbb) "Security Instrument" shall mean and refer to any deed to secure debt, mortgage, indenture, financing statement, installment sales contract or any conveyance of title to secure a debt or any other security instrument encumbering any Owner's title to the Overall Property or any portion thereof (including without limitation the Additional Units Property) or any interest therein. (ccc) hereof. (ddd) "Temporary Area" shall have the meaning ascribed thereto in Paragraph 3(a)(x) hereof. (eee) "Utility Lines" shall mean and refer to utility lines and facilities now or hereafter located or to be located on, over, across or under the Vogtle Available Property, including, without limitation, electric lines providing service to the Temporary Area, sanitary sewer lines, storm sewer lines, potable water lines, industrial raw water supply lines (including without limitation intake structures and facilities on and adjacent to the Savannah River), fire suppression water supply lines, industrial waste water and cooling tower blow down water discharge lines (including without limitation discharge structures and facilities on and adjacent to the Savannah River), telecommunications lines, electric and control lines between a Generating Plant and a raw water pump at the raw water intake structure, and ancillary facilities related to any of the foregoing, including but not limited to headwalls, drop inlets, manholes, ponds, detention areas, silt and debris settling basins, tanks, pipelines (including, without limitation, meters, connections, valves and other associated equipment), cables, wires, conduits, cable trays, fiber optic cables, wood or metal poles, towers, anchors, stubs, braces, guys, cross arms, insulators, conductors, relays, ground wires, cables and counterpoises, underground conduits and wire raceways, meter sites, metering instruments, and other equipment appurtenant thereto, pipeline or pipelines, valves, vents, and all other equipment appurtenant thereto, signal, telephone, overhead and underground fiber-optic lines, manholes and other equipment appurtenant thereto, emergency sirens and emergency response communications systems and equipment appurtenant thereto, trenches, mains, lines, ducts, fences, towers, antennas, tunnels, driveways, streets, alleys, retaining walls, plantings, shrubs and other landscaping, irrigation and drainage pipes and facilities, lighting fixtures and signs. (fff) "Vogtle Available Property" shall mean and refer to the Vogtle Property less and except the Vogtle Restricted Property. (ggg) "Vogtle Landfill" shall have the meaning ascribed thereto in Paragraph 3(a)(xvii) hereof. (hhh) "Vogtle Owners" shall mean and refer to the Owners from time to time of the Vogtle Property, which presently are GPC, OPC, MEAG and Dalton as tenants in common (GPC "Spoils Area" shall have the meaning ascribed thereto in Paragraph 3(a)(xiii)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO()

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. DOE, except for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside Application. United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee DOE and other required reviewers shall use the information only for purposes of review and evaluation.

as to an undivided 45.7% interest, OPC as to an undivided 30.0% interest, MEAG as to an undivided 22.7% interest, and Dalton as to an undivided 1.6% interest). "Vogtle Parking Lots" shall have the meaning ascribed thereto in (iii) Paragraph 3(a)(xvii) hereof. "Vogtle Property" shall mean and refer to the Overall Property less and except (jjj) (i) the Additional Units Property, and (ii) property from time to time removed from the Vogtle Property pursuant to Paragraph 6 hereof. (kkk) "Vogtle Recreational Facilities" shall have the meaning ascribed thereto in Paragraph 3(a)(xvii) hereof. "Vogtle Restricted Property" shall mean and refer to that portion of the Vogtle (111) Property from time to time lying within the security perimeter for the existing Plant Vogtle nuclear electric generating facility, less and except therefrom such portions thereof or interests therein as are from time to time designated in writing by the Plant Vogtle Operating Agent as not part of the Vogtle Restricted Property. (mmm) "Vogtle Security Facilities" shall have the meaning ascribed thereto in Paragraph 3(a)(xvii) hereof. (nnn) "Vogtle Visitor Center" shall have the meaning ascribed thereto in Paragraph 3(a)(xvii) hereof. (ooo) "Weather Tower" shall have the meaning ascribed thereto in Paragraph 3(a)(xv) hereof. Applicability, Termination and Other Matters Governing the Easements, 2. Covenants and Other Rights Established by this Declaration. Declarants hereby declare that the Overall Property is and shall be held, transferred, sold, conveyed, leased, occupied and used subject to the easements and covenants set forth in this Declaration. These easements and covenants are and shall be construed to be easements and covenants running with the land and shall be binding upon and inure to the benefit of each and every Owner and Additional Units Owner, and their respective heirs, successors and assigns. The easements and covenants and other rights and obligations herein granted shall be construed and interpreted in light of the Ownership and Operating Documents. Whenever this Declaration specifies that the Additional Units Agent shall act (in designating, approving or otherwise taking action) the provision(s) of this Declaration shall be deemed to refer to the Additional Units Agent in its capacity under the Additional Units Ownership Agreement. The Additional Units Agent's authority and responsibility and the limitations on its liability in so acting shall be as set forth in the Additional Units Ownership Agreement, and the Existing Units Agent's authority and responsibility and the limitations on its liability in so acting shall be as set forth in the Existing Units Ownership Agreement. Whenever this Declaration specifies that the Plant Vogtle Operating Agent shall act
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOTO

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except Application. United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(in designating, approving or otherwise taking action) the provision(s) of this Declaration shall be deemed to refer to the Plant Vogtle Operating Agent in its capacity under the Plant Vogtle Operating Agreement. The Plant Vogtle Operating Agent's authority and responsibility and the limitations on its liability in so acting shall be as set forth in the Plant Vogtle Operating Agreement. The easements established, created and reserved for the benefit of the Additional Units Owners in Paragraphs 3(a) and 3(b) hereof shall be utilized by the Additional Units Owners in accordance with the Ownership and Operating Documents. The easements established, created and reserved for the benefit of the Vogtle Owners in Paragraph 3(c) hereof shall be utilized by the Vogtle Owners in accordance with the Ownership and Operating Documents. The Ownership and Operating Documents shall govern the assessment and allocation of any costs and liabilities arising as a result of the easements established, created and reserved in this Declaration or as a result of the exercise of any of the rights and privileges created by such easements, including without limitation the obligation to maintain the Road System in a manner comparable to that which exists on the date hereof. This Declaration and all easements and other rights and privileges granted, established or reserved hereunder shall terminate when and if the rights and obligations of the Parties to the Development Agreement terminate pursuant to the provisions of Section 3.8 thereof. It is not the intent of Declarants that any easements shall be implied or arise constructively. Any such easements that may be implied or any that arise constructively as a result of such termination shall also terminate if and when the easements and other rights and privileges granted, established or reserved hereunder terminate in accordance with the preceding sentence. (a) Declarants hereby establish, create and reserve for the Easements. 3. Additional Units Owners and hereby grant to the Additional Units Owners, their respective successors and assigns, for the benefit of the Additional Units Site owned by such Additional Units Owners, the following rights and easements over and across the Vogtle Available Property: (i) Perpetual nonexclusive rights and easements to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, and add onto Utility Lines on, over, across and under the Vogtle Available Property, such rights and easements shall extend the Applicable Distance (measured at a right angle) on each side of the center line of the applicable Utility Line; provided, however, (a) that at the request of the Additional Units Agent, and with the consent of the Plant Vogtle Operating Agent, the centerline of the applicable Utility Line need not be the centerline of the easement for such Utility Line and the Additional Units Agent may designate the boundaries of the easement for such Utility Line so long as the width of the easement for such Utility Line is not in excess of twice the Applicable Distance, and (b) if such Utility Line requires boring underground, then

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO1 I

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

such rights and easements shall include a temporary construction easement on, over, across and under such portions of the Vogtle Available Property extending from the centerline of the applicable Utility Line as are necessary or convenient for the prosecution of such boring. The Utility Lines shall be installed, constructed and located on the Vogtle Available Property at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Each Utility Line installed pursuant to this Paragraph 3(a)(i) shall be for the benefit and use of the Additional Units Owners and the Additional Units Property in accordance with the Additional Units Ownership Agreement. (ii) Perpetual nonexclusive rights and easements to connect onto and use, in a manner consistent with this Declaration and the Ownership and Operating Documents, any sanitary sewer treatment plant from time to time existing on the Vogtle Available Property, the output from any potable water plant from time to time existing on the Vogtle Available Property, and any storm water detention pond from time to time existing on the Vogtle Available Property. Such connections shall be made at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Perpetual and nonexclusive rights and easements to connect onto and use, in a manner consistent with this Declaration and the Ownership and Operating Documents, the Utility Lines. Such connections shall be made at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Perpetual and nonexclusive rights and easements to enter upon those portions of the Vogtle Available Property located within the Applicable Distance (measured at a right angle) of either side of the center line of the specific Utility Line installed or proposed to be installed pursuant to this Declaration, as and when necessary, for the purpose of exercising the rights and easements established, granted, reserved and created in this Declaration. Temporary and nonexclusive rights and easements during the initial construction of Generating Plants on the Additional Units Property and during the use of the Temporary Area in connection with such initial construction over and across the Road System for vehicular and pedestrian ingress and egress to and from and access to the Additional Units Road System, the Additional Units Utility Lines, each Utility Line installed (or
2

(iii)

(iv)

(v)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOT

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

to be installed) or used by such Additional Units Owner in accordance with this Declaration, the Temporary Area, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building, the loading/unloading area for the Rail Line and the public right of way of River Road adjoining the Vogtle Available Property, and to and from and between and among the Additional Units Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, the Temporary Area, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building, and the loading/unloading area for the Rail Line. The Vogtle Owners covenant and agree that with respect to each Additional Units Site the Road System shall provide reasonably direct construction access to the Additional Units Property, prior to completion of construction of the Generating Plant on such Additional Units Site, comparable in all respects to the access provided as of the date hereof, over roads at least comparable in all respects to the Road System existing as of the date hereof. The Vogtle Owners covenant and agree that with respect to each Additional Units Site the Additional Units Agent shall have the perpetual and nonexclusive right and easement to construct on the Vogtle Available Property, and the Additional Units Owners shall have the perpetual and nonexclusive right and easement to use for vehicular and pedestrian ingress and egress, additions to the Road System, at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, so that the Road System shall provide such construction access to the Additional Units Road System and the Temporary Area, prior to completion of construction of the Generating Plant on such Additional Units Site, and to and from and between and among the Temporary Area, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owner in accordance with this Declaration, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building, the loading/unloading area for the Rail Line and the Additional Units Roads System, prior to completion of construction of the Generating Plant on such Additional Units Site, over a continuous uninterrupted road surface not less than twenty (20) feet in width, to and from the Additional Units Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owner in accordance with this Declaration, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building, the loading/unloading area for the Rail Line and the Temporary Area, as applicable, to such public right of way, and between and among the Additional Units Road System, the
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOf3

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owner in accordance with this Declaration, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building, the loading/unloading area for the Rail Line and the Temporary Area. Notwithstanding the foregoing to the contrary, except as may be otherwise specified by the Plant Vogtle Operating Agent, and except for the temporary haul roads under Paragraph 3(a)(ix) hereof, all construction traffic shall access the applicable Additional Units Site, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owner in accordance with this Declaration, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the loading/unloading area for the Rail Line and Temporary Area from the public right of way of River Road located along the northwesterly portion of the Vogtle Available Property and shall use only such portion of the Road System as is reasonably required for such access. (vi) Perpetual and nonexclusive rights and easements over and across the Road System for vehicular and pedestrian ingress and egress to and from and access to the Additional Units Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, the Temporary Area, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Weather Tower, the Batch Plant Area, the Existing Simulator Building, the Vogtle Landfill, the Vogtle Security Facilities, the Vogtle Recreational Facilities, the Vogtle Visitor Center, the Vogtle Parking Lots, the Additional Units Simulator Building Area, and the loading/unloading area for the Rail Line and the public right of way of River Road adjoining the Vogtle Available Property, and to and from and between and among the Additional Units Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, the Temporary Area, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Weather Tower, the Batch Plant Area, the Existing Simulator Building, the Vogtle Landfill, the Vogtle Security Facilities, the Vogtle Recreational Facilities, the Vogtle Visitor Center, the Vogtle Parking Lots, the Additional Units Simulator Building Area, and the loading/unloading area for the Rail Line. Notwithstanding the foregoing to the contrary, except as may be otherwise specified by the Plant Vogtle Operating Agent, and except for the temporary haul roads under Paragraph 3(a)(ix) hereof, all construction traffic shall access the applicable Additional Units Site, the Temporary Area, the Barge Facility, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Vogtle Landfill, the Additional Units Simulator Building Area, and the loading/unloading area for the Rail Line from the public

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO04

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. except for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

right of way of River Road located along the northwesterly portion of the Vogtle Available Property and shall use only such portion of the Road System as is reasonably required for such access. The Vogtle Owners covenant and agree that the Road System shall at all times provide reasonably direct access to and from and between and among the Additional Units Property, the Weather Tower, the Existing Simulator Building, the Vogtle Landfill, the Vogtle Security Facilities, the Vogtle Recreational Facilities, the Vogtle Visitor Center, and the Vogtle Parking Lots to such public right of way, comparable in all respects to the access provided as of the date hereof, over roads at least comparable in all respects to the Road System existing as of the date hereof. The Vogtle Owners covenant and agree that the Additional Units Agent shall have the perpetual and nonexclusive right and easement to construct on the Vogtle Available Property, and the Additional Units Owners shall have the perpetual and nonexclusive right and easement to use for vehicular and pedestrian ingress and egress, additions to the Road System, at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, connecting the Road System to the Additional Units Roads System and connecting the Road System to the Barge Facility, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building Area, and the loading/unloading area for the Rail Line so that the Road System shall at all times provide such access over a continuous uninterrupted road surface not less than twenty (20) feet in width, to and from and between and among the Additional Units Road System, the Barge Facility, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, the Spoils Area, the Borrow Pit Area, the Batch Plant Area, the Additional Units Simulator Building Area, and the loading/unloading area for the Rail Line, and the Road System as it existed prior to such addition. All portions of the Road System shall be constructed of materials and with construction standards at least equal to the currently existing portions of the Road System. Access under Paragraphs 3(a)(v) and (vi) shall include full and unimpeded access, in common with the Owners and Additional Units Owners, over and through roads and bridges as exist now and from time to time may exist on the Vogtle Available Property or, where no roads exist, over and through those areas of the Vogtle Available Property which are (i) reasonably necessary for achieving the underlying purposes of the beneficiaries of the easement, and (ii) least likely, out of the alternatives reasonably available, to impede or damage the property or operations (including but not limited to Plant Vogtle and the Generating Plant(s)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOT5

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

located or contemplated to be located on the Additional Units Property) of the Owners and Additional Units Owners. (vii) Perpetual and nonexclusive rights and easements over and across the Rail Line for all purposes deemed reasonably necessary by the Additional Units Owners in the normal conduct of their business or in the exercise of the rights and easements established, granted, reserved and created in this Declaration, including but not limited to the transportation of equipment and supplies to and from the Additional Units Property and the Temporary Area. Perpetual and nonexclusive rights and easements over and across the Vogtle Available Property, at a location adjoining the Savannah River consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, and add onto a barge facility (the "Barge Facility"), including without limitation docks and piers. The Barge Facility may, with the consent of the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, be an addition to or replacement of the existing barge facility located on the Vogtle Available Property, in which event the Barge Facility shall be used by the Additional Units Owners in common with Existing Units Owners, upon and subject to such reasonable terms and conditions as the Plant Vogtle Operating Agent shall from time to time designate in writing. Temporary and nonexclusive rights and easements during the initial construction of a Generating Plant on an Additional Units Site (including without limitation the use of the Temporary Area in connection therewith) over and across the Vogtle Available Property, at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, and add onto temporary haul roads for vehicular and pedestrian ingress and egress to and from and access to the Additional Units Road System, the Temporary Area and the Barge Facility. Temporary, nonexclusive rights and easements to use a portion of the Vogtle Available Property as a construction staging, office, laydown, parking and warehouse area in connection with the initial construction of the Generating Plant(s) on the Additional Units Property and in connection

(viii)

(ix)

(x)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOT6

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

with any future modification of the Generating Plant(s) on the Additional Units Property. Such construction staging, office, laydown, parking and warehouse area (the "Temporary Area") shall be at one or more locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Upon substantial completion of initial construction of the Generating Plants on the Additional Units Property, the Additional Units Owners shall remove all materials, equipment and debris (other than crusher rock or gravel) brought onto or deposited on the Temporary Area by such Additional Units Owners. Upon substantial completion of any such modifications of the Generating Plants on the Additional Units Property, the Additional Units Owners shall remove all materials, equipment and debris (other than crusher rock or gravel) brought onto or deposited on the Temporary Area by such Additional Units Owners. (xi) Perpetual and nonexclusive slope easements on the portions of the Vogtle Available Property adjoining each Additional Units Site (at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition), to the extent necessary to accommodate the grading plan for such Additional Units Site and the security requirements of the Generating Plant on such Additional Units Site and Plant Vogtle and to maintain necessary slopes to allow such graded Additional Units Site to remain intact, together with the right and easement to enter upon such portions of the Vogtle Available Property at all reasonable times for the purpose of maintaining such slopes. A temporary, nonexclusive right and easement to use a portion of the Vogtle Available Property as a dirt borrow pit in connection with the initial construction of the Generating Plant(s) on the Additional Units Property. Such dirt borrow pit area (the "Borrow Pit Area") shall be at a location consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Upon substantial completion of construction of the Generating Plants on the Additional Units Property, the Additional Units Owners shall seed the surface of the Borrow Pit Area with grass. A temporary, nonexclusive right and easement to use a portion of the Vogtle Available Property as a dirt spoils and overflow storage area in connection with the initial construction of the Generating Plant(s) on the Additional Units Property. Such dirt spoils and overflow storage area (the "Spoils Area") shall be at a location consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Upon substantial

(xii)

(xiii)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOT7

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

completion of construction of the Generating Plants on the Additional Units Property, the Additional Units Owners shall seed the surface of the Spoils Area with grass. (xiv) A temporary, nonexclusive right and easement to use a portion of the Vogtle Available Property for the construction and operation of a concrete batch plant in connection with the initial construction of the Generating Plant(s) on the Additional Units Property. Such concrete batch plant area (the "Batch Plant Area") shall be at a location consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. Upon substantial completion of construction of the Generating Plants on the Additional Units Property, the Additional Units Owners shall remove all materials, equipment and debris (other than crusher rock or gravel) brought onto or deposited on the Batch Plant Area by such Additional Units Owners, and shall seed with grass the portion, if any, of the surface of the Batch Plant Area not covered with crusher rock or gravel. Perpetual and nonexclusive rights and easements to use the meteorological tower and any addition thereto or replacement thereof (the "Weather Tower") located at any time on the Vogtle Available Property. The Weather Tower shall be used by the Additional Units Owners in common with Existing Units Owners, upon and subject to such reasonable terms and conditions as the Plant Vogtle Operating Agent shall from time to time designate in writing. Perpetual and nonexclusive rights and easements to use the simulator building and any addition thereto or replacement thereof (collectively, the "Existing Simulator Building") located at any time on the Vogtle Available Property, together with perpetual and nonexclusive rights and easements over and across the Vogtle Available Property, at a location (the "Additional Units Simulator Building Area") adjoining the Existing Simulator Building, consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition, to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, and add onto a simulator building for the Generating Plants on the Additional Units Property. The Existing Simulator Building shall be used by the Additional Units Owners in common with Existing Units Owners, upon and subject to such reasonable terms and conditions as the Plant Vogtle Operating Agent shall from time to time designate in writing.

(xv)

(xvi)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOg

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(xvii) Perpetual and nonexclusive rights and easements to use the landfill (including any addition thereto or replacement thereof, the "Vogtle Landfill"), the visitor center and helipad (including any addition thereto or replacement thereof, the "Vogtle Visitor Center"), the security facilities (including any addition thereto or replacement thereof, the "Vogtle Security Facilities"), the recreational facilities (including any addition thereto or replacement thereof, the "Vogtle Recreational Facilities"), and parking lots (including any addition thereto or replacement thereof, the "Vogtle Parking Lots"), and any addition thereto or replacement thereof located at any time on the Vogtle Available Property. The Vogtle Landfill, Vogtle Visitor Center, Vogtle Security Facilities and Vogtle Parking Lots shall be used by the Additional Units Owners in common with Existing Units Owners, upon and subject to such reasonable terms and conditions as the Plant Vogtle Operating Agent shall from time to time designate in writing. Declarants (b) for each Additional Units respective successors and Additional Units Owners, Units Property: (i) and each Additional Units Owner hereby establish, create and reserve Owner and hereby grant to the Additional Units Owners, their assigns, for the benefit of the Additional Units Site owned by such the following rights and easements over and across the Additional

Temporary and nonexclusive rights and easements during the initial construction of a Generating Plant on an Additional Units Site over and across the Additional Units Road System for vehicular and pedestrian ingress and egress to and from and access to the Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owners in accordance with this Declaration, and such Additional Units Site. Notwithstanding the foregoing to the contrary, except as may be otherwise specified by the Plant Vogtle Operating Agent, and except for the temporary haul roads under Paragraph 3(a)(ix) hereof, all construction traffic shall access the applicable Additional Units Site and Temporary Area from the public right of way of River Road located along the northwesterly portion of the Vogtle Available Property and shall use only such portion of the Road System as is reasonably required for such access. Perpetual and nonexclusive rights and easements over and across the Additional Units Road System for vehicular and pedestrian ingress and egress to and from and access to the Road System, the Additional Units Utility Lines, each Utility Line installed (or to be installed) or used by such Additional Units Owner in accordance with this Declaration, and the Additional Units Site owned by such Additional Units Owners. Notwithstanding the foregoing to the contrary, except as may be

(ii)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOT9

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

specifically otherwise approved by the Plant Vogtle Operating Agent, and except for the temporary haul roads under Paragraph 3(a)(ix) hereof, all construction traffic shall access the applicable Additional Units Site and Temporary Area from the public right of way of River Road located along the northwesterly portion of the Vogtle Available Property and shall use only such portion of the Road System as is reasonably required for such access. The Additional Units Road System shall be constructed by the Additional Units Agent in accordance with the Additional Units Ownership Agreement. Access under Paragraphs 3(b)(i) and (ii) shall include full and unimpeded access, in common with the Vogtle Owners (as to those easements with respect to the Additional Units Road System expressly reserved by or granted to the Vogtle Owners in this Declaration) and the other Additional Units Owners, over and across the Additional Units Road System or, where no roads exist, over and through those areas of the Additional Units Property which are (i) reasonably necessary for achieving the underlying purposes of the beneficiaries of the easement, and (ii) least likely, out of the alternatives reasonably available, to impede or damage the property or operations (including but not limited to Plant Vogtle and the Generating Plant(s) located or contemplated to be located on the Additional Units Property) of the other Vogtle Owners and Additional Units Owners. (iii) Perpetual nonexclusive rights and easements to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, and add onto Additional Units Utility Lines on, over, across and under the Additional Units Property, at locations (extending the Applicable Distance from the centerline thereof, the "Additional Units Utility Lines Easement Area") consented to in writing by the Additional Units Agent, which consent the Additional Units Agent shall not unreasonably withhold, delay or condition. Each Additional Units Utility Line shall be constructed in accordance with this Declaration and the Additional Units Ownership Agreement. Upon completion of construction, the Additional Units Agent shall deliver to the Plant Vogtle Operating Agent three (3) copies of the "as-built" plans for such Additional Units Utility Line. The Plant Vogtle Operating Agent shall make all such plans so delivered available for inspection and copying by the Additional Units Owners during normal business hours. Perpetual and nonexclusive rights and easements to connect onto and use the Additional Units Utility Lines in a manner consistent with the Additional Units Ownership Agreement. Such connections shall be made at locations designated in accordance with the Additional Units Ownership Agreement.

(iv)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO0O

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(v)

Perpetual and nonexclusive rights and easements to enter upon the Additional Units Utility Lines Easement Area and the Additional Units Road System, as and when necessary, for the purpose of the Additional Units Agent or such Additional Units Owners exercising the rights and easements established, granted, reserved and created in this Declaration. The Additional Units Owners of the Additional Units Site within the Additional Units Utility Lines Easement Area shall have the right to (i) landscape the surface of the portion of the Additional Units Utilities Lines Easement Area located on such Additional Units Site, (ii) place thereon roads, parking areas and improvements other than buildings, (iii) make any other use thereof not inconsistent with the easements granted herein, and (iv) relocate all or any portion of the Additional Units Utility Lines subject to the provisions of this subsection. The Additional Units Owners reserve the right with respect to the Additional Units Site owned by such Additional Units Owner to temporarily barricade each of the easement areas located thereon established, granted, reserved and created in this Declaration as necessary for the purpose of repairing or maintaining the surface area thereof or for installing, maintaining and repairing any utilities located thereon or thereunder, or to relocate all or any portion of the Additional Units Utility Lines thereon upon giving not less than ten (10) days' prior written notice of such relocation to the affected Additional Units Owners, provided and on the condition that (a) all work performed in connection with such relocation shall (I) be at the sole cost and expense of the relocating Additional Units Owners, (II) comply with all governmental codes and ordinances applicable thereto, (III) be performed in a good and workmanlike manner in accordance with good and consistent engineering standards and the standards used in the original construction of such Additional Units Utility Line, (IV) be in accordance with Good Utility Practices, and (V) cause only the temporary inconvenience inherent in connection with such relocation, and not otherwise interfere with the beneficial use for which such Additional Units Utility Line was designed or with the operation of any Generating Plant on the Additional Units Property, (b) the proposed relocation does not change or relocate the point of connection of such Additional Units Utility Line at the boundary line of the applicable Additional Units Site (provided, however, that the connection point may be relocated or changed if the Additional Units Owners of the Additional Units Site affected by such change approve the proposed relocation of such Additional Units Utility Line, which approval such Additional Units Owners agree not to unreasonably withhold, condition or delay; further provided, however, that regardless of the terms and provisions of any Security Instrument, no consent of the holder of any Security Instrument shall be required in order

(vi)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOg 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

for the approval of such Additional Units Owners to be effective), and (c) the Additional Units Utility Lines Easement Area with respect to the applicable Additional Units Utility Line shall be automatically revised, without any further action of the Additional Units Owners or any of them, to include such portion of the Additional Units Property as is necessary to provide an easement area of the Applicable Distance on each side of the centerline of such Additional Units Utility Line as so relocated. Upon completion of construction of such Additional Units Utility Line, the constructing Additional Units Owners shall deliver to the Plant Vogtle Operating Agent three (3) copies of the "as-built" plans for such Additional Units Utility Line. The Plant Vogtle Operating Agent shall make all such plans so delivered available for inspection and copying by the Additional Units Owners during normal business hours. Declarants and the Additional Units Owners hereby establish, create and reserve (c) for the Vogtle Owners, for the benefit of the Vogtle Property, the following rights and easements over and across the Additional Units Property: (i) Perpetual and nonexclusive rights and easements over and across those portions of the Additional Units Road System located outside the Additional Units Restricted Area for vehicular and pedestrian ingress and egress to and from and access to the Road System. Perpetual and nonexclusive rights and easements to use the Barge Facility. The Barge Facility shall be used by the Existing Units Owners in common with the Additional Units Owners, upon and subject to such reasonable terms and conditions as the Plant Vogtle Operating Agent shall from time to time designate in writing.

(ii)

(d) Declarants hereby establish, create and reserve for GPC and hereby grant to GPC, its successors and assigns, for the benefit of GPC (in the event GPC does not reroute and construct the 500 kV GPC Scherer Transmission Line or does not reroute and construct the 500 kV GPC McIntosh Transmission Line or does not construct the 500 kV GPC Future Transmission Line #1 or does not construct the 500 kV GPC Future Transmission Line #2, then, with respect to the line or lines not so constructed by GPC, the following rights and easements shall benefit such other owner of transmission lines forming a part of the Integrated Transmission System in Georgia as constructs such line or lines, and its successors and assigns), the Additional Units Property and the Additional Units Owners, and the Vogtle Property and the Owners, the following rights and easements over and across the Vogtle Available Property: (i) Perpetual nonexclusive rights and easements to erect, construct, reconstruct, use, inspect, install, alter, restore, replace, remove, operate, patrol, maintain, repair, renew, upgrade, expand, relocate, and add onto (a) two existing 500 kV electric transmission lines (one such line, the "500

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO92

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. outside DOE, except for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons Application. United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee DOE and other required reviewers shall use the information only for purposes of review and evaluation.

kV GPC Scherer Transmission Line" and the other such line, the "500 kV GPC McIntosh Transmission Line") on, over, across and under the Vogtle Available Property, to and from the existing switchyard located adjacent to the Existing Units, and (b) two 500 kV electric transmission lines (one such line, the "500 kV GPC Future Transmission Line #1" and the other such line, the "500 kV GPC Future Transmission Line #2") on, over, across and under the Vogtle Available Property, to and from the Switchyard located or to be located on the Additional Units Property, such rights and easements with respect to the 500 kV GPC Scherer Transmission Line shall extend one hundred fifty (150) feet (measured at a right angle) on each side of the center line of the 500 kV GPC Scherer Transmission Line (the "Scherer TL Easement Area"), such rights and easements with respect to the 500 kV GPC Future Transmission Line #1 shall extend one hundred fifty (150) feet (measured at a right angle) on each side of the center line of the 500 kV GPC Future Transmission Line #1 (the "Future TL Easement Area #1"), such rights and easements with respect to the 500 kV GPC Future Transmission Line #2 shall extend one hundred fifty (150) feet (measured at a right angle) on each side of the center line of the 500 kV GPC Future Transmission Line #2 (the "Future TL Easement Area #2"), and such rights and easements with respect to the 500 kV GPC McIntosh Transmission Line shall extend one hundred fifty (150) feet (measured at a right angle) on each side of the center line of the 500 kV GPC McIntosh Transmission Line (the "McIntosh TL Easement Area"). The 500 kV GPC Scherer Transmission Line, the 500 kV GPC Future Transmission Line #1, the 500 kV GPC Future Transmission Line #2, and the 500 kV GPC McIntosh Transmission Line shall each be installed, constructed, located and relocated on the Vogtle Available Property at locations consented to in writing by the Plant Vogtle Operating Agent, which consent the Plant Vogtle Operating Agent shall not unreasonably withhold, delay or condition. In addition to and not in limitation of the foregoing, the terms and provisions of Exhibit "C" attached hereto and by reference made a part hereof shall apply to such easements as if "Grantor" referred to Declarants, "Grantee" referred to GPC (or such other permitted owner of the line), and "Premises" referred to all of the Scherer TL Easement Area, the Future TL Easement Area #1, the Future TL Easement Area #2 and the McIntosh TL Easement Area (or such of the foregoing areas as correspond to the line owned by such owner). The rights and easements of access set forth in this Paragraph 3 shall also include (e) access and right-of-way for employees, agents, consultants, contractors, subcontractors, vehicles, trucks, trailers, heavy machinery, equipment, materials, and all other items reasonably necessary for achieving the underlying purposes of the beneficiaries of the easement; subject, however, to the express restrictions on construction traffic set forth in this Paragraph 3.
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOg3

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Except for the rights and easements expressly provided for in Paragraphs 3(b), (f) 3(c) and 3(d) above to the contrary, with respect to each Additional Units Site, Declarants, for themselves and the Owners, and each of them, in their capacity as Owners of Plant Vogtle, but not in their capacity as Owners of such Additional Units Site, hereby disclaim any and all right, title, interest, easement, license and other right in or to the existing roads, drives and passageways located on or crossing such Additional Units Site or Temporary Area, and quitclaim to the Additional Units Owners such Additional Units Site all such right, title, interest, easement, license and other rights in or to the existing pipes, water lines, railroads, roads, drives and passageways located on or crossing such Additional Units Site or Temporary Area. Reference is made to the Ownership and Operating Documents for the respective (g) obligations of the Plant Vogtle Operating Agent, the Additional Units Agent, the Additional Units Owners and the Owners of the Vogtle Property with respect to construction, maintenance, operation and repairs, construction of upgrades, allocation and reimbursement of upgrades, maintenance, operation and other costs and the payment of charges for the use of any property or facility located on or serving all or any part of the Overall Property. The Vogtle Owners reserve the right with respect to the Vogtle Available Property (h) to temporarily barricade each of the easement areas located thereon established, granted, reserved and created in this Declaration as necessary for the purpose of repairing or maintaining the surface area thereof or for installing, maintaining and repairing any utilities located thereon or thereunder, or to relocate all or any portion of the Road System, Rail Line or Utility Lines upon giving not less than ten (10) days' prior written notice of such relocation to the affected Additional Units Owner(s), provided and on the condition that all work performed in connection with such relocation shall (a) comply with all governmental codes and ordinances applicable thereto, (b) be performed in a good and workmanlike manner in accordance with good and consistent engineering standards and the standards used in the original construction of such Road System, Rail Line or Utility Line, (c) be in accordance with Good Utility Practices, (d) cause only to the temporary inconvenience inherent in connection with such relocation, and not otherwise interfere with the beneficial use for which such Rail Line, Utility Line or Road System was designed or with the operation of any Generating Plant on the Additional Units Property, and (e) the proposed relocation does not change or relocate the point of connection of such Utility Line or Road System at the boundary line of the Additional Units Property (provided, however, that the connection point may be relocated or changed if the Additional Units Agent approves the proposed relocation of such Utility Line or Road System, which approval such Additional Units Agent agrees not to unreasonably withhold, condition or delay; further provided, however, that regardless of the terms and provisions of any Security Instrument, no consent of the holder of any Security Instrument shall be required in order for such Additional Units Owner's approval to be effective). The rights and easements established, granted, reserved and created in this (i) Declaration shall be reasonably exercised (including but not limited to the selection of and consent to proposed locations for the Scherer TL Easement Area, the Future TL Easement Area
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOS4

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

#1, the Future TL Easement Area #2, the McIntosh TL Easement Area, Utility Lines, the Temporary Area, the Borrow Pit Area, the Batch Plant Area and the Additional Units Simulator Building Area) and shall be exercised in such manner as is (i) reasonably necessary for achieving the underlying purposes of the exercising Owners, and (ii) least likely, out of the alternatives reasonably available, to impede or damage the property or operations (including but not limited to Plant Vogtle and the Generating Plant(s) located or contemplated to be located on the Additional Units Property) of the Existing Units Owners and Additional Units Owners. If any "Lien" arising out of the exercise by any Owner (the "Exercising Owner") (j) of the rights and easements established, granted, reserved and created in this Declaration shall at any time be filed against the Vogtle Property or either Additional Units Site, then the Exercising Owner shall cause the same to be released and discharged of record (or properly bonded off) within twenty (20) days after the date of receipt of written notice from any other Owner or any other Additional Units Owner or the Lien claimant identifying such Lien. "Lien" shall mean any mechanic's or other liens or claims of lien arising by reason of work, labor, services or material supplied or claimed to have been supplied to the Exercising Owner, or anyone employed by the Exercising Owner. The Owner or Owners of the property located within the Applicable Distance of (k) the center line of a Utility Line shall have the right to (i) maintain, repair, reconstruct, and restore any buildings or improvements which were located thereon, or were under construction, at the time the location of such Utility Line was approved pursuant to this Declaration, (ii) landscape the surface thereof, (iii) place thereon roads, parking areas and improvements other than buildings, and (iv) make any other use thereof not inconsistent with the easements granted herein. Promptly after exercising any rights or easements established, granted, reserved (1) and created in this Declaration for the purpose of erecting, constructing, reconstructing, using, inspecting, installing, altering, restoring, replacing, removing, operating, patrolling, maintaining, repairing, renewing, upgrading, expanding, and adding onto, the exercising Plant Vogtle Operating Agent or Additional Units Agent shall remove all materials, equipment and debris brought onto or deposited on the affected property [other than (i) crusher rock and gravel as provided in Paragraphs 3(a)(x) and 3(a)(xiv) hereof, and (ii) such materials and equipment as were incorporated into the applicable facility] and return the surface of the affected property to the condition in which such surface existed immediately prior to such action [except for (i) crusher rock and gravel as provided in Paragraphs 3(a)(x) and 3(a)(xiv) hereof, (ii) the slopes constructed pursuant to Paragraph 3(a)(xi) hereof, and (iii) the surface seeding with grass provided for in Paragraphs 3(a)(xii), 3(a)(xiii) and 3(a)(xiv) hereof], with the costs to be paid in accordance with the Ownership and Operating Documents. Maintenance. All structures, equipment, pipes, lines, surfaces and all other 4. portions and components of the Utility Lines shall be maintained, repaired and replaced, when needed, in good serviceable order, condition and repair, and consistent with all governmental codes and ordinances applicable thereto and Good Utility Practices, reasonable wear and tear excepted, and except for such maintenance, repair and replacement as shall be the obligation of
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOS5

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the utility company or other entity furnishing the utility service for which such Utility Line was designed. Installation of Facilities. All facilities which may be erected, constructed, 5. reconstructed, installed, altered, restored, replaced, operated, maintained, repaired, upgraded, expanded or added on to under or pursuant to this Declaration and which are located on the Vogtle Available Property shall be erected, constructed, reconstructed, installed, altered, restored, replaced, operated, maintained, repaired, upgraded, expanded or added on (a) in compliance with all governmental codes and ordinances applicable thereto, and (b) in a good and workmanlike manner in accordance with good and consistent engineering standards and Good Utility Practices. The easement for each installed Utility Line shall extend the Applicable Distance on each side of such Utility Line as actually installed. Upon completion of the installation of each such Utility Line or other facility, the Additional Units Agent shall deliver to the Plant Vogtle Operating Agent three (3) copies of the "as-built" plans for such Utility Line or facility, which shall be available for inspection and copying by the Owners during normal business hours. Plant Vogtle Property Reduction. In the event that, pursuant to the Additional 6. Units Ownership Agreement, any portion of the Vogtle Property is conveyed to one or more of GPC, OPC, MEAG or Dalton (so that the percentage ownership interests of GPC, OPC, MEAG and Dalton in such portion differ from such percentage ownership interests in the Vogtle Property immediately prior to such conveyance), then, from and after the date of such conveyance, "Vogtle Property" as used in this Declaration shall mean the Vogtle Property as it existed immediately prior to such conveyance, less and except the property so conveyed; provided, however, that if, as of the date of such conveyance, any Utility Lines, Road System, Additional Units Road System or Rail Line exist on the property so conveyed, then, solely for purposes of the rights and easements with respect to such existing Utility Line, Road System, Additional Units Road System or Rail Line, "Vogtle Property" shall include such property so conveyed for so long as such Utility Line, Road System, Additional Units Road System or Rail Line (including replacements and expansions thereof) continues to be located on such property. Release. At such time as any portion of any Utility Line, with the consent of the 7. Plant Vogtle Operating Agent, is dedicated (by deed or easement) to and accepted for maintenance by Burke County, Georgia, or the applicable public utility company, the terms and provisions of such deed or easement to Burke County or such public utility company shall control to the extent of any conflict with the terms and provisions hereof. Consent; Approval; Reasonableness. (a) In all instances where Declarants are, or 8. any Owner or any Additional Units Owner or the Plant Vogtle Operating Agent or the Additional Units Agent is, required herein to be reasonable or not to be unreasonable in a decision, action (including without limitation the exercise of any rights or easements established, granted, reserved or created by this Declaration) or the giving or withholding of consent or approval, then, in addition to any other applicable standards, the following standards shall apply:

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOS6

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(i)

Declarants and Owners and Additional Units Owners intend that the provisions and agreements in this Declaration requiring Declarants or any Owner or any Additional Units Owner or the Plant Vogtle Operating Agent or the Additional Units Agent to act reasonably and not to unreasonably withhold consent or approval are valid and enforceable, and Declarants, Owners and Additional Units Owners each agree not to challenge the validity or enforceability of such provisions and agreements; In determining whether Declarants or any Owner or any Additional Units Owner or the Plant Vogtle Operating Agent or the Additional Units Agent is deciding or has decided or is acting or has acted reasonably or unreasonably, or has reasonably or unreasonably given or is reasonably or unreasonably giving or has reasonably or unreasonably withheld or is reasonably or unreasonably withholding its consent or approval, the views and arguments of the parties shall be taken into account and common sense shall be applied; What is reasonable in the context of the construction, operation and maintenance of a nuclear electric power generating plant shall be taken into account; What is reasonable in the context of Good Utility Practices shall be taken into account; Whether the requested action is the least likely, out of the alternatives reasonably available, to impede or damage the property or operations (including but not limited to Plant Vogtle and the Generating Plant(s) located or contemplated to be located on the Additional Units Property) of the other Owners and Additional Units Owners shall be taken into account; and The failure of Declarants or any Owner or any Additional Units Owner or the Plant Vogtle Operating Agent or the Additional Units Agent to pay or provide something of value to Declarants or any Owner or any Additional Units Owner or the Plant Vogtle Operating Agent or the Additional Units Agent where this Declaration does not specifically require the same as a condition of approval or consent is not grounds or justification for withholding consent or approval, and withholding consent or approval on account of such failure shall be deemed unreasonable.

(ii)

(iii)

(iv)

(v)

(vi)

With respect to any provision of this Declaration providing for the consent or (b) approval of Declarants, the Plant Vogtle Operating Agent, the Additional Units Agent, any Owner or any Additional Units Owner (the "Consenting Party"), failure of the Consenting Party to give the requesting Owner or Additional Units Owner or Plant Vogtle Operating Agent or Additional Units Agent written notice of disapproval of a request (for such notice to be effective, such disapproval must include reasonable detail specifying the reasons for disapproval) within

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO97

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ten (10) business days after receipt of written notice of such request shall be deemed approval thereof. 9. Miscellaneous.

Constructive Notice and Acceptance. Every person or entity which now has or (a) hereafter acquires any right, title, estate, or interest in or to any portion of the Overall Property is and shall conclusively be deemed to have consented, agreed to and be bound by all of the covenants and agreements contained herein, whether or not any reference to this Declaration is contained in the instrument by which such person or entity acquires its interest in said portion of the Overall Property. Interpretation. This Declaration shall be governed by and construed in accordance (b) with the laws of the State of Georgia, and the rule requiring a document to be construed most strictly against the party drafting such document shall be inapplicable to this Declaration. Enforcement. The violation or breach of any covenant or agreement herein (c) contained shall give any Owner, after notice of such violation or breach has been given to the Owner violating or breaching any such covenant or agreement, the right to prosecute a proceeding at law or in equity against the person or entity which has violated or is attempting to violate any of the covenants and agreements contained herein, and to enjoin or prevent such party from doing so or to cause said violation to be remedied or to recover damages for said violation, which rights shall be in addition to, and not to the exclusion of, the rights of enforcement granted under the express terms of this Declaration or under the Ownership and Operating Documents. Any failure to enforce any covenants contained herein shall in no event be deemed to be a waiver of the right to do so thereafter nor of any right to enforce any other covenant hereof. All remedies provided for herein or at law or in equity shall be cumulative and not exclusive. Severability. All rights, powers and remedies provided herein may be exercised (d) only to the extent that the exercise thereof does not violate applicable law and shall be limited to the extent necessary to render this Declaration valid and enforceable. If any term, provision, covenant or agreement contained herein or the application thereof to any person or circumstance shall be held to be invalid, illegal or unenforceable, such holding shall not affect the validity of the remainder of this Declaration or the application of such term, provision, covenant or agreement to persons or circumstances other than those to which it is held invalid or unenforceable. Notice. Any notice, request, consent or other communication permitted or (e) required by this Agreement shall (a) be made in writing signed by the party making it; (b) specify the Section to which it relates; (c) be delivered (i) in person, (ii) by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, or (iii) by fax and with a confirming copy sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery; (d) unless given in person, be given to the address specified below; and (e)
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOg8

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

be deemed given or received (i) if delivered in person, on the date of personal delivery, (ii) if sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent, or (iii) if sent by fax with a copy sent by a nationally recognized business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent. The party giving the notice or other communication will pay all delivery costs. The addresses and the requirements for copies are as follows: GPC: Georgia Power Company Attention: President BIN 10240 241 Ralph McGill Boulevard Atlanta, Georgia 30308-3374 Facsimile No.: 404-506-7985 OPC: Oglethorpe Power Corporation Attention: President and CEO 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 MEAG: Municipal Electric Authority of Georgia Attention: President and CEO 1470 RiverEdge Parkway NW Atlanta, Georgia 30328-4686 Facsimile No.: 770-661-2812 Dalton: The City of Dalton, Georgia Attention: CEO 1200 V. D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 unless a different officer or address shall have been designated by the respective Party by notice in writing. If the Owner giving notice hereunder (the "Notifying Owner") shall have previously received from any other Owner or from the holder of any Security Instrument written notice in the manner provided in this Paragraph 9(e), specifying the name and address of such holder of such Security Instrument and requesting that such Notifying Owner give to such holder a copy of each notice of
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO99

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

default by the Owner (the "Defaulting Owner") whose interest in the Additional Units Site or Vogtle Property is subject to such Security Instrument at the same time as and whenever any such notice of default shall thereafter be given by Notifying Owner to Defaulting Owner, then Notifying Owner shall comply with such request by giving such notice, addressed to such holder at the address last furnished to Notifying Owner. The Owners shall accept performance by such holder of any covenant, condition or agreement on Defaulting Owner's part to be performed hereunder with the same force and effect as though performed by Defaulting Owner, if, at the time of such performance (or prior thereto), Owners shall be (or shall have been) furnished with evidence reasonably satisfactory to them of the Security Instrument and the interest in the Additional Units Site or Vogtle Property created thereby claimed by such holder tendering such performance. (f) Time is of the Essence. Time is of the essence with respect to this Declaration.

Waiver. The failure of any Owner to exercise any right given hereunder or to (g) insist upon strict compliance with any term, condition or covenant specified herein, shall not constitute a waiver of such Owner's right to exercise such right or to demand strict compliance with any such term, condition or covenant under this Declaration. Amendments. Except as otherwise provided in the Additional Units Ownership (h) Agreement, this Declaration may be amended, modified and supplemented in compliance with applicable law as the Owners shall from time to time deem to be appropriate, but only upon the agreement of the Owners collectively owning in the aggregate one hundred percent (100%) of the Vogtle Property (calculated based on the undivided interests owned in the various portions of the Vogtle Property), and (ii) the Additional Units Owners collectively owning in the aggregate one hundred percent (100%) of the Additional Units Property (calculated based on the undivided interests owned in the various portions of the Additional Units Property), and (iii) in the event such amendment, modification or supplement relates to or affects property removed from the Vogtle Property pursuant to Paragraph 6 hereof, the Owners collectively owning in the aggregate not less than one hundred percent (100%) of such removed property (calculated based on the undivided interests owned in the various portions of such removed property). Any such amendment, modification, or supplement shall be evidenced by the recording of an appropriate instrument in the Burke County, Georgia records, which instrument (i) shall be executed with the same formalities as are required for the execution of a deed, (ii) shall be signed by the Owners collectively owning in the aggregate one hundred percent (100%) of the Vogtle Property (calculated based on the undivided interests owned in the various portions of the Vogtle Property), (iii) shall be signed by the Additional Units Owners collectively owning in the aggregate one hundred percent (100%) of the Additional Units Property (calculated based on the undivided interests owned in the various portions of the Additional Units Property), (iv) shall set forth therein the Owner or Owners and the undivided interest in the Vogtle Property owned by each signatory of said instrument, (v) shall set forth therein the Additional Units Owner or Additional Units Owners and the undivided interest in the Additional Units Property owned by each signatory of said instrument, and (vi) in the event such amendment, modification or supplement relates to or affects property removed from the Vogtle Property pursuant to
Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO50

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United Stales Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Paragraph 6 hereof, (x) shall be signed by the Owners collectively owning in the aggregate one hundred percent (100%) of such removed property (calculated based on the undivided interests owned in the various portions of such removed property), and (y) shall set forth therein the Owner or Owners and the undivided interest in such removed property owned by each signatory of said instrument. Any amendment, modification or supplement to this Declaration shall not be binding on the holder of any first priority Security Instrument unless either (a) the holder thereof consents in writing to such amendment, modification or supplement, or (b) such consent is not required pursuant to the terms of such Security Instrument. Termination of Liability. In the event any Owner shall convey, transfer, assign or (i) otherwise dispose of all of its interest in any portion of the Overall Property, it shall thereupon be released and discharged from any and all obligations and liabilities under this Declaration with respect to such portion of the Overall Property for the breach of any covenant or agreement in this Declaration (except those accruing prior to such conveyance, transfer, assignment or other disposition), and such liabilities and obligations shall thereafter be binding upon the successor in title to such Owner. Exhibits. Exhibits "A", "B" and "C" attached hereto are by this reference (j) incorporated herein and made a part hereof. (k) Successors and Assigns. This Declaration and the covenants and agreements made and the easements granted hereunder shall run with the land and shall be binding upon and shall inure to the benefit of the Declarants and each Owner and each Additional Units Owner and their respective successors, successors-in-title and assigns. Estoppels. Upon the request of an Owner (the "Requesting Owner") and payment (1) by the Requesting Owner of a reasonable fee, in connection with the sale, long term ground lease, financing or refinancing of such Owner's Additional Units Site, each Owner will execute and deliver a certificate in favor of the applicable ground lessee, lender or purchaser certifying (i) the amount of any sums due the executing Owner from the Requesting Owner under the Additional Units Ownership Agreement, and (ii) whether, to the best of such executing Owner's knowledge, the Requesting Owner is in default of any of its other duties or obligations under this Declaration. Such certificate shall be binding upon the executing Owner(s) and inure to the benefit of such lender, ground lessee or purchaser as of the date of its issuance. (m) Further Assurances. Declarants agree that the intent of Declarants in executing this Declaration is, inter alia, to grant and reserve all easements necessary for the Additional Units Owners to construct and operate on each Additional Units Site a Generating Plant and incidental facilities ancillary thereto (and in the Temporary Area, a construction staging, office, laydown, parking and warehouse area ancillary to the Generating Plants on the Additional Units Property). Owners shall, from time to time, execute and deliver such amendments to this Declaration and such further instruments as any other Owner or its counsel may reasonably request to effectuate the intent of this Declaration and the Additional Units Ownership

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO I

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Agreement, including, but not limited to, documents necessary to correct any errors in this Declaration (including but not limited to the Exhibits hereto). Counterparts. This Declaration may be executed in multiple counterparts, each of (n) which shall constitute an original, but all of which taken together shall constitute one and the same agreement. The executed signature pages of any counterpart hereof may be appended or attached to any other counterpart hereof; and, provided that all parties hereto shall have executed a counterpart hereof, this Agreement shall be valid and binding upon the parties notwithstanding the fact that the execution of all parties may not be reflected upon any one single counterpart. Consent. Each party to this Declaration (the "Representing Party") hereby (o) represents and warrants to the other parties hereto that no consent to this Declaration, or release or subordination by any holder of a Security Instrument, is required under any instrument to which the Representing Party is a party in order to make this Declaration binding upon the holder of a Security Instrument granted by the Representing Party or in order to make this Declaration binding upon any third party with rights in and to the Overall Property granted by the Representing Party, except such as has been obtained. No Merger. The easements, rights and privileges granted by this Declaration shall (p) not terminate as a result of any merger of title or any current or future common ownership of the Vogtle Property and Additional Units Property. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES BEGIN ON FOLLOWING PAGE]

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DO5

[Signature Page Of Declaration Of Covenants And Cross-Easements for Vogtle Additional Units] IN WITNESS WHEREOF, Declarants have caused these presents to be executed and their respective seals to be affixed hereunto, the day and year first above written. DECLARANTS Signed, sealed and delivered in the presence of: Witness
By:

GPC:
GEORGIA POWER COMPANY

Its: Notary Public


Attest:

My Commission expires: Notarial Seal

Its: (CORPORATE SEAL)

Signed, sealed and delivered in the presence of: Witness

OPC:
OGLETHORPE POWER CORPORATION (AN

ELECTRIC MEMBERSHIP CORPORATION) By: Its:


Attest:

Notary Public
My Commission expires:

Its: Notarial Seal (CORPORATE SEAL)

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

[Continuation of Signature Page Of Amended and Restated Declaration Of Covenants And Cross-Easements for Vogtle Additional Units]

Signed, sealed and delivered in the presence of: Witness

MEAG:
MUNICIPAL ELECTRIC AUTHORITY OF

GEORGIA
By: Its: Attest: Its:

Notary Public My Commission expires:

Notarial Seal (SEAL)

Signed, sealed and delivered in the presence of: Witness

DALTON:
CITY OF DALTON, GEORGIA

By:
Title: Mayor of City of Dalton

Notary Public
Attest:

My Commission expires:

Title: City Clerk

Notarial Seal

(SEAL)
WATER, LIGHT AND SINKING FUND

COMMISSIONERS By: Title: Chairman


Attest:

Title: Secretary (SEAL)

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOC

Exhibit "A" Overall Property The land, improvements and tangible personal property located in the 6 6 th Georgia Militia District, Burke County, Georgia, more particularly defined in the Existing Units Ownership Agreement (as defined in the foregoing Declaration of Covenants and Cross-Easements For Vogtle Additional Units), less and except therefrom all property, rights and interests therein which are no longer subject to the Existing Units Ownership Agreement. The legal description of "Plant Vogtle" (as that term is defined in the Existing Units Ownership Agreement) as provided in the Existing Units Ownership Agreement, less and except therefrom all property, rights and interests therein which are no longer subject to the Existing Units Ownership Agreement, is incorporated into this Exhibit "A" by reference and made a part hereof as if set forth fully in this Exhibit "A".

Exhibit "B" Additional Units Property ALL THAT TRACT OR PARCEL OF LAND lying and being in the 66 th Georgia Militia District, Burke County, Georgia, being more particularly described as follows: BEGINNING at point having Plant Vogtle Plant Grid System coordinates of North 9500 feet, East 5000 feet; thence running east to the point having Plant Vogtle Plant Grid System coordinates of North 9500 feet, East 8500 feet; thence running south to the point having Plant Vogtle Plant Grid System coordinates of North 5500 feet, East 8500 feet; thence running southwest to the point having Plant Vogtle Plant Grid System coordinates of North 5000 feet, East 8000 feet; thence running west to the point having Plant Vogtle Plant Grid System coordinates of North 5000 feet, East 5000 feet; thence running north to the point having Plant Vogtle Plant Grid System coordinates of North 9500 feet, East 5000 feet, and the point of beginning. Plant Vogtle Plant Grid System coordinates can be converted to Georgia State Plane Coordinates [East Zone] as follows: Plant Vogtle Plant Grid System North + 1,135,000 feet = State North; Plant Vogtle Plant Grid System East + 614,000 feet = State East; all as shown on Southern Nuclear Operating Company, Inc. Drawing No. AR01-0000-X2-0004, Version 1.0, Job No. 25144, dated February 22, 2006.

Exhibit "C" Transmission Line Easement Provisions Grantor does hereby grant to Grantee the rights to, from time to time, construct, operate, maintain, renew and rebuild overhead and underground electric transmission, distribution and communication lines, together with necessary or convenient towers, frames, poles, wires, manholes, conduits, fixtures, appliances, and protective wires and devices in connection therewith (all being hereinafter referred to as "the Transmission Facilities") upon or under the Premises, together with the right of Grantee to grant, or permit the exercise of, the same rights, either in whole or in part, to others, and said rights are granted to Grantee together with all rights, privileges and easements necessary or convenient for the full enjoyment and use of the Premises for the purposes above described, including without limitation the right of ingress and egress to and from the Premises over lands of Grantor and the right to cut away and keep clear, remove and dispose of all trees and undergrowth and to remove and dispose of all obstructions now on the Premises or that may hereafter be placed on the Premises by Grantor or any other person. Further, Grantee shall have the right to cut, remove and dispose of dead, diseased, weak or leaning trees (hereinafter referred to as "danger trees") on lands of Grantor adjacent to the Premises which may now or hereafter strike, injure, endanger or interfere with the maintenance and operation of any of the Transmission Facilities located on the Premises, provided that on future cutting of such danger trees Grantee shall pay to Grantor the fair market value of the merchantable timber so cut, timber so cut to become the property of Grantee. Grantor shall notify Grantee of any party with whom it contracts, and who owns as a result thereof, any danger trees to be cut as set forth above. Grantee shall also have, and is hereby granted, the right to install, maintain and use anchors or guy wires on lands of Grantor adjacent to the Premises, and the right, when required by law or government regulations, to conduct scientific or other studies, including but not limited to environmental and archaeological studies, on or below the ground surface of the Premises. Grantee shall pay or tender to Grantor or owner thereof a fair market value for any growing crops, fruit trees or fences cut, damaged or destroyed on the Premises by employees of Grantee and its agents, in the construction, reconstruction, operation and maintenance of the Transmission Facilities, except those crops, fruit trees and fences which are an obstruction to the use of the Premises as herein provided or which interfere with or may be likely to interfere with or endanger the Transmission Facilities or their proper maintenance and operation, provided Grantor shall give Grantee written notice of the alleged damage within thirty (30) days after the alleged damage shall have been done. Grantor shall notify Grantee of any party with whom Grantor contracts and who owns, as a result thereof, any growing crops, fruit trees or fences; and Grantor shall inform said party of the notification provision set forth herein. Any growing crops, fruit trees or fences so cut or damaged on the Premises in the construction, reconstruction, operation and maintenance of the Transmission Facilities are to remain the property of the owner thereof. It is agreed that part of the consideration set forth in the Declaration is in full payment for all timber cut or to be cut in the initial clearing and construction of the Transmission Facilities and that timber so cut is to become the property of Grantee. Grantor will notify Grantee in the event Grantor has contracted with another party who owns as a result thereof the timber to be so cut. Grantor has the right to use the Premises for agricultural or any other purposes not inconsistent with the rights hereby granted, provided such use shall not injure or interfere with the proper operation, maintenance, repair of, extensions or additions to the Transmission Facilities; and provided further that no buildings or structures other than fences (which shall not exceed eight (8) feet in height and shall neither obstruct nor otherwise interfere with any of the rights granted to Grantee hereby) may be erected upon the Premises. Grantor expressly grants to Grantee the right to take any action, whether at law or in equity, and whether by injunction, ejectment or other means, to prevent the construction, or after erection thereof to cause the removal, of any building or other structure(s) located on the Premises (other than fences as provided for herein), regardless of whether the offending party is Grantor or not. Grantor will notify Grantee in the event Grantor contracts with a third party who owns, as a result thereof, any buildings or other such structures. Grantor acknowledges and agrees that said rights are necessary for the safe and proper exercise and use of the rights, privileges, easements and interests herein granted to Grantee. TO HAVE AND TO HOLD forever unto Grantee the rights, privileges, easements, powers, and interests granted herein, which shall be a covenant running with the title to the Premises.

Appendix H.6 - Co-Owner Development Agreement Declaration of Covenants.DOC

-. 7
Georgia Power Company
DOE Loan Guarantee Application Part II Appendix H.7: Co-Owner Development Agreement Cost Allocation Procedures GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-15 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

PLANT VOGTLE COST ALLOCATION PROCEDURES


Applicable to Additional Units

I.

General Provisions

A.

General Principles

B.
C. D.

Scope
Accounting Services Committee Revisions and Disputes

II.

Costs of Common Facilities and Support Services A. B. Costs Incurred During Construction of the Additional Units Costs Incurred After Commercial Operation of the Additional Units

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

PLANT VOGTLE COST ALLOCATION PROCEDURES I. General Provisions These Plant Vogtle Cost Allocation Procedures (the "Procedures") have been produced in accordance with the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units (the "Development Agreement") by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation ("Oglethorpe Power"), the Municipal Electric Authority of Georgia ("MEAG"), and the City of Dalton, Georgia acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia ("Dalton"), dated May 12, 2005. Capitalized terms used herein but not otherwise defined will have their respective meanings as in the Development Agreement. The terms "Party" and "Parties" when used herein shall refer to the present and future owners of generating units at Plant Vogtle.. A. General Principles 1. Standards

It is recognized that all costs billed pursuant to the Development Agreement, Definitive Agreements, the Nuclear Managing Board Agreement, and the Vogtle Ownership Agreements and the Operating Agreement (collectively, the "Governing Documents") shall include costs both directly and indirectly incurred by Georgia Power acting as Agent, with respect to the Existing Units, the Additional Units, the Common Facilities and the Support Services, and that in the case of costs indirectly incurred, it will be necessary to apply certain allocation methods and procedures to assign such indirect costs. Section 5.0 of the Development Agreement provides that these Procedures will follow the following standards:

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Assignment of costs of the Common Facilities and Support Services shall be made first by assigning, based on cost causation principles recognized generally in the utility industry, to the Existing Unit(s) or Existing Owner(s) whose activities caused the incurrence of such costs, those costs which such Existing Unit(s) or Existing Owner(s) are responsible for causing. For example, such costs will be allocated as follows: (a) unit specific expenses would be wholly allocated to such unit; and (b) general Plant Vogtle expenses would be allocated equitably across the Existing Units and the Additional Units (and subsequently allocated pursuant to the ownership in such units). The costs remaining in each of the categories listed in said procedure shall then be allocated among the Parties on a basis which is fair and equitable and consistent with standards for allocating costs recognized generally in the utility industry. The intent of the Parties is that (i) neither the Existing Owners nor the Participating Parties should subsidize the operating expenses of the other, (ii) the Participating Parties should also bear a fair and equitable portion of the costs associated with the operation and maintenance of the Common Facilities and Support Services which they utilize and (iii) the Existing Owners should not bear costs greater than they would have if the Additional Units had never been constructed." 2. No Additional Costs

Section 2.2 of the Development Agreement provides that: "Neither the Existing Units nor the Existing Owners shall bear or have any obligation to pay for any costs or liabilities (except to the extent such Existing Owner was or is a Participating Party pursuant to Article III and shares in the reimbursement in costs pursuant to Article IV) incurred as a result of (i) any activities contemplated by this Agreement to occur before December 31, 2005, except that each Party shall bear its own expenses associated with the negotiation of this Agreement and the Definitive Agreements; (ii) the planning, licensing, design, construction, acquisition, completion, renewal, addition, replacement, modification, management, control, operation, maintenance or disposal of the Additional Units, any portion thereof or any interest therein, or of any facility or portion thereof made on account of the Additional Units (all such facilities, the "Related Facilities"); (iii) any expansion, modification or improvement to the Common Facilities made on account of the Additional Units or the Related Facilities, (iv) any expansion, modification or improvement of Plant Vogtle made on account of the Additional Units or the Related Facilities, or (v) any increased costs or liabilities of the Existing Units, the Common Facilities or Existing Owners caused by the Additional Units, the Related Facilities or caused by or arising out of any activities associated therewith, including, without limitation, any increased cost or economic loss, if any, resulting from reduced capacity or output of the Existing Units. All of the foregoing costs are hereinafter referred to as "Additional Costs". The Participating Parties shall be responsible for the Additional Units and the Related Facilities, for all activities related to the Additional Units and the Related Facilities and for all costs and liabilities associated with the Additional Units and the Related Facilities."

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

3.

Inconsistency

The Governing Documents govern the ownership interests of the Parties in the Existing Units and Additional Units and the cost sharing for the allocations described herein. The Governing Documents also govern certain matters not discussed herein, such as, but not limited to, the dispatch of the Existing Units and Additional Units. In the event of an inconsistency between these Procedures and any of the Governing Documents, such Governing Document will prevail. B. Scope

These Procedures apply to all activities related to the Additional Units, regardless of when they occur. These Procedures govern the allocation of costs for the duration of the development, construction, licensing, operation and retirement of the Existing Units and each Additional Unit at Plant Vogtle. The Parties specifically recognize that these Procedures, as initially adopted, do not and can not address every issue relating to cost allocation with respect to Plant Vogtle. Instead, the Parties intend for these Procedures to establish basic principles of cost allocation and that additional detail will be added to these Procedures as the Accounting Services Committee or the Agent obtains more information regarding the development of the Additional Units. The Parties

further intend the Accounting Services Committee to be the forum for the Parties to discuss,
review and provide input on the development of revisions to these Procedures to ensure these Procedures are consistent with the General Principles stated in Part I.A hereof. C. Accounting Services Committee

The Parties will review these Procedures and their implementation on a regular basis. The Parties hereby create the "Accounting Services Committee" to oversee the continued

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

application and suggested revision of these Procedures consistent with the General Principles stated in Part I.A above. The Parties recognize that the Accounting Services Committee is a forum for reviewing these Procedures and discussing the appropriate cost allocation practices that are consistent with the General Principles stated in Part I.A. above, and does not have the authority to make decisions with regard to cost allocation, such authority resting solely, pending amendment of the Nuclear Managing Board Agreement as described below, in the Agent. The Parties intend, as part of the Definitive Agreements to be entered into as contemplated by the Development Agreement, to amend the Nuclear Managing Board Agreement so as to have the Accounting Services Committee report to the Nuclear Managing Board. The Accounting Services Committee will include one representative and one alternate from each Party (the "Accounting Representatives"). The Accounting Representatives will cooperate and exchange information between and among the Parties dealing with issues arising under these Procedures and will recommend revisions to the Agent (as provided in Part I.D below) and, upon the above-referenced amendment to the Nuclear Managing Board Agreement becoming effective pursuant to the Definitive Agreements, to the Nuclear Managing Board. The Accounting Services Committee will meet, as needed. During the development of the Additional Units, it is foreseen that meetings may not occur on a regular basis, but may occur with either long or short intervals in between depending on the status of the development of the Additional Units. At the first meeting of the Accounting Services Committee, the Accounting Services Committee shall develop procedures for facilitating the scheduling of meetings (both regularly scheduled and special meetings), the setting of meeting agendas and the conduct of meetings. The Agent or any other Party may call a special meeting of the Accounting Services Committee in order to review and provide input on these Procedures.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

Any expenses incurred by an Accounting Representative shall be paid and borne by the Party on whose behalf such representative was designated. D. Revisions and Disputes

If a Party (including the Agent) determines that any of these Procedures is inappropriate or inequitable, such procedure may be submitted to the Accounting Services Committee for further review and possible revision. Furthermore, if no accounting procedure or allocation method is specified in these Procedures for particular cost or cost component, a Party (including the Agent) may propose to the Accounting Services Committee a new procedure to be used that is consistent with the General Principles stated in Part I.A. hereof. Except as otherwise provided below, all proposed revisions to these Procedures, whether proposed by the Agent or any Party, shall first be submitted to the Accounting Services Committee which will review such revision and issue a recommendation to the Agent and, upon the above-referenced amendment to the Nuclear Managing Board Agreement becoming effective pursuant to the Definitive Agreements, to the Nuclear Managing Board. The Agent (or Nuclear Managing Board pursuant to the Nuclear Managing Board Agreement) will then promptly decide whether to adopt the recommended revision, adopt a different revision or make no revision and notify the Parties of
such decision. If a revision is not published in time to allow the Agent to properly reflect such

revision on the next scheduled billing statement, the Agent shall use a fair and equitable estimate which will be subject to true-up upon publication. The Agent may make revisions with regard to the implementation of these Procedures (that do not affect the General Principles stated in Part I.A. above), including without limitation updates to the assignment of appropriate identifiers for certain costs, with prompt notice to the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

other Parties of such revisions and without such revisions first having been discussed by the Accounting Services Committee. In the event any Party believes that these Procedures, or any revision hereto, are not consistent with the General Principles stated in Part I.A. above, such Party may, within sixty (60) days of the publication of these Procedures or such revision, initiate arbitration as its sole remedy in accordance with the provisions of Section 5.3 and 5.4 of the Development Agreement. II. Costs of Common Facilities and Support Services Certain costs incurred for the Existing Units and Additional Units at Plant Vogtle will be classified as either Common Facilities or Support Services. "Common Facilities" refers generally to the real property and rights in real property, infrastructure and systems supporting operation of the units at Plant Vogtle or otherwise located on or near Plant Vogtle and used primarily for the benefit of the units at Plant Vogtle. Common Facilities specifically include without limitation the property, systems, structures and components identified on Appendix A. Common Facilities costs include capital improvements and expenses, including labor associated with operation or maintenance of the components, systems, equipment, hardware or "bricks and mortar" of Plant Vogtle, and not attributable or "identifiable" with a specific unit. "Support
Services" refers generally to those services provided in support of the Common Facilities and the

interface of the units of Plant Vogtle to the Georgia electric power system, such as but not limited to administration, security, document control, management, communications and training. Support Services specifically include the services identified on Appendix B.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE required reviewers shall use the information only for purposes of review and evaluation.

A.

Costs Incurred During Construction of the Additional Units

Consistent with the General Principles stated in Part I.A. above and pursuant to the Development Agreement, neither the Existing Units nor the Existing Owners shall bear or have any obligation to pay for any costs or liabilities for Additional Costs as set forth in Part I.A.2 above. The intent of the Parties is to apply a "but for" test to capital additions and incremental O&M costs made on account of the Additional Units (i.e. would the capital addition or O&M cost have been incurred but for the construction of the Additional Units), so that all capital additions and incremental O&M costs related to the Common Facilities and/or Support Services made on account of the construction of the Additional Units will be charged directly to and appropriately allocated between the Additional Units. With regard to any O&M costs or capital improvements, replacements or additions to the Common Facilities and/or Support Services that benefit the Existing Units, the Accounting Services Committee shall review, discuss and make a recommendation to the Agent regarding any appropriate cost allocation that is consistent with the previous sentence and the General Principles stated in Part I.A. Once an Additional Unit achieves commercial operation, Common Facilities and Support Services capital improvements, replacements or additions and O&M costs will be allocated pursuant to Part II.B below with respect to such Additional Unit.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

B.

Costs Incurred After Commercial Operation of the Additional Units

Consistent with the General Principles stated in Part I.A. above, after the commercial operation of each Additional Unit, the categories to be used in classifying Common Facilities and Support Services capital improvements, replacements or additions and O&M costs at Plant Vogtle as between and among the Existing Units and the Additional Units will consist of the following: Method of Allocation to Existing Units and Additional Units Allocated equally between the Existing Units and the Additional Units. Allocated between the Existing Units and the Additional Units based on the usage by each set of units during an appropriate operating period or applicable accounting period. (usage allocator could be based on factors such as: generation, capacity ratings, actual water usage, etc.)

Category Used for Classifying Costs Category 1: General to Plant Vogtle

Definition of Costs Costs not a function of usage and which cannot be identified with a specific unit Costs associated with usage incurred in the operation of two or more units which cannot be identified with a specific unit

Category 2: Common Usage

For the avoidance of doubt, when the first Additional Unit achieves commercial operation, Common Facilities and Support Services capital improvements, replacements or additions and O&M costs will be allocated pursuant to this Part II.B with respect to the first Additional Unit. Common Facilities and Support Services capital improvements, replacements or additions and O&M costs will continue to be allocated pursuant to Part II.A with respect to the second Additional Unit (if under construction).

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX A COMMON FACILITIES Plant Vogtle Common Facilities The Plant Vogtle Common Facilities include real property, rights in real property, facilities and infrastructure including, but not limited to, the following: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (1) the Road System, as defined in the Declaration of Covenants; the Rail Line; the Storm Drain system; the Warehouse and Laydown Areas; the Visitor Center and associated helipad; the Meteorological Towers and associated equipment; the Emergency Siren System in the Vogtle EPZ; the Emergency Response communication system and offsite support facilities; the sewage treatment facility; the potable water supply system, including any used wells; the Vogtle Landfill; the Vogtle Training Center;

(m) the Vogtle Electric Generating Plant Recreational facility;. (n) (o) (p) (q) (r) the Vogtle Security Training Facility; the Vogtle Barge Landing; the Fill Supply Areas for backfill material as defined in the Declaration of Covenants; the Radwaste Building; the Parking Lots;

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(s)

the Physical Security Facilities;

(t)

the Operations and Maintenance Support Facilities (possibly including but not limited
to: Administration Buildings, Training Buildings, Admin. Support Buildings, Fire

Training Buildings, Vehicle Fueling Facility, Telecommunications Buildings);


(u) the Boat Ramp;

(v)

the Waste Water Effluent and System;

(w) the Silt and Debris Settling Basin; and

(x)

Switchgear Housing Facilities.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX B SUPPORT SERVICES "Common Facilities" Support Services The Support Services provided in relation to the Common Facilities consist of (i) operations, maintenance and buildings & grounds personnel working on such Common Facilities (for example, personnel supporting the emergency siren system, the potable water system, the sanitary sewer system and the rail line and roadways on the Plant Vogtle site); (ii) training services for Operations and other personnel, (iii) financial, budgeting and accounting functions; (iv) communications, including emergency communications and Visitor Center personnel; (v) material receipt and inspection, and (vi) other administrative or clerical personnel providing services associated with the Common Facilities. "Interface" Support Services The Support Services also include services that integrate the units at Plant Vogtle into the electric power supply system in Georgia and assure that such units periodically may obtain services that do not justify full-time, dedicated resources. These "interface" Support Services include without limitation the following: Transmission and Offsite Power Supply - maintenance of transmission interface switchyard equipment and offsite power supplies to support the units at Plant Vogtle. The Agent provides an assured source of offsite power in accordance with provisions of 10 CFR, Part 50, Appendix A, General Design Criteria 17. The Agent monitors the Vogtle bus voltages via the power management system and notifies the licensed operator of any significant changes to the grid prior to such change. The interface support services in the switchyard include maintenance and upgrades of switchyard protective, control, and monitoring equipment, supply of personnel for maintenance of equipment during outages, and vegetation control along transmission corridors on the Plant site. - routine and emergency communication support services, Communications including interface between Georgia Power Company system and the licensed operator for phone numbers, pager numbers, or changes in the system communication system that

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

may affect Plant Vogtle, and coordination between the licensed operator and the Agent regarding news media background statements, news releases or other information related to nuclear operations and activities. The Agent's personnel are included in emergency communication plan procedures for Plant Vogtle, including communications staff participation and training for drills and emergencies and offsite emergency response facilities in Waynesboro. Environmental Programs - support services for assuring compliance with environmental regulatory requirements and permits associated with operation of Plant Vogtle in coordination with the licensed operator's staff, including water discharge permits, water supply permits, Corps of Engineers permits, solid waste permits, and air permits, and information concerning State of Georgia programs pertaining to those requirements. Accounting, Reporting and Financial Services - personnel support for tracking and reporting disbursements and expenses, including materials accounting services, physical inventories and joint ownership accounting and budget development, including routine services from the Agent's Joint Ownership Accounting Department Transportation Services - supply, maintenance, repair and associated billing provided by the Agent for specific automobiles, trucks, heavy equipment, and other miscellaneous and special equipment and for on-site garage maintenance and fueling facilities. Environmental Laboratory radiological effluent monitoring program sampling and analysis, sampling and analysis of plant effluent; and emergency response support services and personnel and location dosimetry. Forest Park Repair Shop - large electric motor and transformer repair services and specialty maintenance or repair services by the machine shop, including transportation for repair shop services.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix 1.1: Co-Owner Amended Operating Agreement (April 21, 2006) (All Vogtle Units) GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-7 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Please Record and Return To: Jeffrey F. Hetsko Troutman Sanders LLP Suite 5200 600 Peachtree Street NE Atlanta, GA 30308

AMENDMENT NO. 1 TO PLANT ALVIN W. VOGTLE NUCLEAR UNITS AMENDED AND RESTATED OPERATING AGREEMENT THIS AMENDMENT NO. 1 TO PLANT ALVIN W. VOGTLE NUCLEAR UNITS AMENDED AND RESTATED OPERATING AGREEMENT dated as of April 8, 2008 (this "Amendment No. 1"), amends that certain Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement ("Operating Agreement") dated as of April 21, 2006, by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities ("Dalton") (each a "Party" and collectively the "Parties"), is being entered into by and among the Parties. WITNESSETH WHEREAS, the Parties entered into the Operating Agreement as referenced above; WHEREAS, Dalton has requested an amendment to the Operating Agreement to clarify the identity of Dalton as a Party; and

WHEREAS, each of the other Parties believes it is appropriate and is willing to amend
the Operating Agreement as set forth below.

Operating Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows: Section 1.0 Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such terms in the Operating Agreement. Section 2.0 Amendments to Operating Agreement.

Section 2.01. The following Article X shall be added to and become a part of the Operating Agreement: "ARTICLE X 10.1 DALTON UTILITIES For all purposes of this Agreement:

the term 'City of Dalton' shall mean the City of Dalton, Georgia, an (a) incorporated municipality of the State of Georgia; the term 'Dalton' shall mean only the utility company, property and assets (b) operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successors, successors-in-title or assigns, including without limitation any successors to the business of Dalton and the City of Dalton in the event the Board of Water, Light and Sinking Fund Commissioners ceases to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause; and the term 'Dalton Utilities Assets' shall mean collectively (i) all property or (c) assets of Dalton, including without limitation all electric power generation, transmission and distribution assets, owned or operated by the City of Dalton and contract rights and receivables related thereto, which now or at any time in the future are owned, used or operated by Dalton in connection with the public utilities of the City of Dalton, and such property and assets shall include without limitation any sale, insurance, condemnation or other proceeds with respect to such property and assets; and (ii) all accounts receivable, debts, income or other amounts owed to Dalton in connection with the public utilities of the City of Dalton. 10.2 Notwithstanding any other term or provision of this Agreement to the contrary, the Parties hereby agree that: (a) if any Party obtains any money judgment against either the City of Dalton or Dalton because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, such Party's sole remedy to satisfy the
Operating Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. for persons in other 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

judgment shall be to exercise all legal and equitable rights available to it to realize upon any and all of the Dalton Utilities Assets; payments of all amounts of any kind or nature whatsoever that may at any (b) time be due and owing by Dalton pursuant to the terms of, or resulting from, this Agreement shall be payable solely out of the Dalton Utilities Assets and shall not be payable from any other source, including without limitation the 'General Fund' of the City of Dalton; no such payments shall be, or be deemed to be, a debt, as contemplated by (c) Article IX Section V of the Constitution of the State of Georgia, of the City of Dalton under any circumstance or for any purpose whatsoever, nor shall this Agreement constitute a pledge of the full faith and credit of the City of Dalton, nor shall the City of Dalton appropriate.or be required to appropriate funds to pay for any amounts due under this Agreement; no Party will ever have the right to compel the exercise of any taxing (d) power of the City of Dalton to pay any amount due from Dalton under this agreement, nor to enforce payment thereof against any property of the City of Dalton other than the Dalton Utilities Assets; no Party shall have any recourse for payment hereunder against any source (e) of funds of the City of Dalton other than the Dalton Utilities Assets, and each Party hereby irrevocably and unconditionally waives any recourse or claim it may or could otherwise have or allege to have against any payment source of the City of Dalton other than the Dalton Utilities Assets; and no provision of this Agreement is intended to, nor shall any such provision (f) in any way (i) grant, convey or otherwise extend to any Party any lien, encumbrance or other charge against the Dalton Utilities Assets, or (ii) modify, impair, subordinate or otherwise affect the rights, obligations and privileges of Dalton arising under the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1997, the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1999, or any other obligation of Dalton Utilities. 10.3 Subject to the limitations set forth in Section 10.2, no provision of this Article X shall prohibit any Party from: Filing and prosecuting a civil action against the City of Dalton, and (a) pursuing any and all legal or equitable remedies available to it, because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, including without limitation, all remedies provided in this Agreement; Pursuing satisfaction of any judgment it may obtain against the City of (b) Dalton in any proceeding contemplated by Section 10.3(a) against any and all of the Dalton Utilities Assets even if the Board of Water, Light and Sinking Fund
Operating Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Commissioners shall cease to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause." Section 3.0 Miscellaneous.

Section 3.01. Effect of Amendment. By executing this Amendment No. 1, the Parties agree to be bound by the terms of Section 2.0 above effective as of the date first written above. Section 3.02. Reference to Operating Agreement. On and after the date first above written, each reference in the Operating Agreement and other documents to "the Operating Agreement", "this Agreement", "the Agreement", "hereunder", "thereunder", "hereto" or "thereto" or words of like import referring to the Operating Agreement, shall mean and be a reference to the Operating Agreement, as amended by this Amendment No. 1. Section 3.03. Continuing Effect. The Operating Agreement, as specifically amended by this Amendment No. 1, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Section 3.04. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia. Section 3.05. Counterparts. This Amendment No. 1 may be executed by one or more of the Parties hereto in any number of separate counterparts, each of which when so executed shall be an original and all of which taken together shall be deemed to constitute but one and the same instrument. Transmission by facsimile of the signature page hereof signed by an authorized representative of a Party will be conclusive evidence of the due execution by such Party of this Amendment No. 1. The Parties agree, however, to provide originally executed documents promptly following any facsimile transmission pursuant to this provision.

Operating Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their duly authorized representatives as of the date first written above. Signed, sealed and delivered in the presence of: GEORGIA POWER COMPANY By: Name: James H. Miller III Its: Senior Vice President and General Counsel Attest: Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)

Witness

Notary Public My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of:

Witness

By:
Notary Public My Commission expires: Notarial Seal Name: Thomas A. Smith Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA By: Name: Robert P. Johnston Its: President and Chief Executive Officer Attest: Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: Witness CITY OF DALTON, GEORGIA BY: BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES By:

Witness

Notary Public My Commission expires: Notarial Seal

Notary Public

My Commission expires:
Notarial Seal

Name: Don Cope


Title: President and Chief Executive Officer
Attest:

Operating Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Title:
(SEAL)

Operating Agreement Amendment No. I

F)fpF!o

Jar2

Georgia Power Company


DOE Loan Guarantee Application
Part II Appendix 1.2: Co-Owner Amended Operating Agreement Dalton Amendment GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-49 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION PLANT ALVIN W. VOGTLE NUCLEAR UNITS AMENDED AND RESTATED OPERATING AGREEMENT

among

GEORGIA POWER COMPANY, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA and CITY OF DALTON, GEORGIA Dated as of April 21, 2006

Amended and Restated Plant Vogtle Operating Agreement ( 7).DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION TABLE OF CONTENTS

ARTICLE I - DEFINITIONS AND INTERPRETATIONS.................... Section 1.1 Section 1.2 Section 1.3 Section 1.4 D efinitions.............................

......................

3 3

...........................................................

Interpretations ...............................................................

...................... 3 4 4 4 5

Construction ............................................................................................. Operating Agreement Superseded ............................... ..............

ARTICLE II - OPERATING AGENT ......................................................

......................

ARTICLE III - AUTHORITY AND RESPONSIBILITY FOR OPERATION .................. Section 3.1 Section 3.2 Section 3.3 Section 3.4 O peration...........................................................................

.......................... .5

O ther Contracts ....................................................................................... 5 Agreements to Recognize Successor Agent ............................................. Agreements to Acknowledge Information Rights ....................................... 6 6

ARTICLE IV - OPERATION, RIGHTS AND OBLIGATIONS........................ Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Availability of Output............................................... Scheduling and D ispatching ........................................ Fuel C osts...................... .....

............ 7 7

.......................

............................ 7 8 9 10 12

.......................................................... .. ......................

Transactions With Other Systems.................... Insurance.................................................

M etering......................................................................................................9 .........................................

ARTICLE V - BILLING, PAYMENT AND ACCOUNTING ............................................. Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6

Sharing of Costs - General .................................................................. 12 Payment and Settlement of Costs ......................... Operating A ccount.......................... ............................ ... .. ........................ 12

..................... 14 .......................... 15 ....................... 17

N on-Paym ent ............................ ...............

B illing D isputes .......................................................

Right of Lenders to Make Payments..........................................................19

ARTICLE VI - CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES.....19 Section 6.1 Section 6.2 No Adverse Distinction........................ C ooperation........................................ ........................... 19

.............................................. 20

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Section 6.3 Section 6.4 L iability ....................................................................... .... .................. 20

Certain Liabilities Included in Operating Costs...........................................22

ARTICLE VII - ACCESS TO PLANT VOGTLE...........................................................23 Section 7.1 Section 7.2 Plant Access Requirements........................................ Safety Conscious Work Environment........................ ........................... 23 ........................... 23 24 25 25

ARTICLE VIII - ASSIGNMENT AND TERMINATION .......................................... Section 8.1 S ection 8 .2 Limitation on Assignability ........................................ T erm ..........................................................................................................

..................... 24

ARTICLE IX - GENERAL........................................................................................................ Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.6 Section 9.7 Section 9.8 Section 9.9 G overning L aw ......................................................... R egulatory Agencies..........................................................

............................. 25

N o D elay ................................................................................................... 25 ......................... 26 Rural Utilities Service Approval...............................................26 ........................................................... 26 ...................... ...... ............ 27 .. .... .................... 28 ......................................... 28 28 N o Partnership ............................................................................................. 27 Am endm ents ............................................. Successors and Assigns................ C ounterparts..................................................

Section 9 .5 Notice ..........................................

Section 9.10 Time is of the Essence .............................................. Section 9.11 Further A ssurances.................................

................................................ 28 ...................... 29 ...................... 29

Section 9.12 Computation of Ownership Interest ........................................................... 28 Section 9.13 Several Agreem ents ................................................... Section 9.14 Confidentiality ........................................................... Section 9.15 R em edies...........................................................

.......... ...................... 31

Appendix A: Schedule of Definitions Exhibit I: Form of Notice of OPC Default

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION PLANT ALVIN W. VOGTLE NUCLEAR UNITS AMENDED AND RESTATED OPERATING AGREEMENT THIS PLANT ALVIN W. VOGTLE NUCLEAR UNITS AMENDED AND RESTATED OPERATING AGREEMENT, dated as of April 21, 2006, is among GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia ("GPC"), OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized and operating under the laws of the State of Georgia ("OPC"), the MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia ("MEAG"), and the CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners ("Dalton") (GPC, OPC, MEAG and Dalton being hereinafter individually called a "Party" and collectively called the "Parties"). WITNESSETH: WHEREAS, the Parties have heretofore entered into an agreement entitled PLANT ALVIN W. VOGTLE NUCLEAR UNITS NUMBERS ONE AND TWO PURCHASE AND OWNERSHIP PARTICIPATION AGREEMENT dated August 27, 1976, as amended (the "Existing Units Ownership Agreement"), providing for the ownership by GPC, OPC, MEAG and Dalton of undivided ownership interests (as provided therein), respectively, in two 1150 MW maximum rated nuclear generating units known as the Alvin W. Vogtle Nuclear Units Numbers One and Two, located near Waynesboro in Burke County, Georgia, therein more particularly identified (individually an "Existing Unit" and collectively the "Existing Units"). WHEREAS, in connection with the Existing Units Ownership Agreement, the Parties entered into an agreement entitled PLANT ALVIN W. VOGTLE NUCLEAR UNIT NUMBERS

Amended and Restated Plant Vogtle Operating Agreement (17).DOC

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EXECUTION VERSION ONE AND TWO OPERATING AGREEMENT dated August 27, 1976 (the "Operating Agreement"), providing for the operation and maintenance of Plant Vogtle with GPC, OPC, MEAG and Dalton sharing in the costs incurred under the Operating Agreement in proportion to their undivided ownership interests. WHEREAS, the Parties have entered into that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units dated as of May 13, 2005, as amended (the "Development Agreement"), whereby the Parties authorized GPC (as agent) to undertake certain development activities on their behalf and made certain other consents and grants with regard to the development, licensing, construction, operation and maintenance of the Additional Units, among other things; WHEREAS, pursuant to Section 1.6 of the Development Agreement, the Parties agreed to negotiate in good faith Definitive Agreements, including this Agreement; WHEREAS, concurrently herewith, the Parties have entered into the agreement entitled PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICIPATION AGREEMENT dated as of the date hereof (the "Additional Units Ownership Agreement") providing for the ownership by GPC, OPC, MEAG and Dalton of undivided ownership interests in the Additional Units; and WHEREAS, the Parties desire to amend and restate the Operating Agreement in its entirety as provided herein and intend to provide for sole authority for management, control, operation and maintenance of Plant Vogtle (including both the Existing Units and the Additional Units) in all respects not covered by the Ownership Agreements or the Nuclear Managing Board Agreement and for the entitlement and use of capacity and energy from Plant Vogtle and the

amended and restated plant vogtle operating agreement (17).doc

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EXECUTION VERSION sharing of the costs thereof by the Parties in accordance with their respective undivided ownership interests, except as otherwise herein provided. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, each of GPC, OPC, MEAG and Dalton hereby agrees as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions. In addition to the initially capitalized terms and phrases

defined in the preamble of this Agreement and except as otherwise defined herein, capitalized terms used herein shall have their respective meanings in the Schedule of Definitions attached hereto as Appendix A. Section 1.2 Interpretations. In this Agreement, unless the context otherwise requires,

the singular shall include the plural and any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import when used in this Agreement shall, unless otherwise expressly specified, refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the term "including" is used in this Agreement in connection with a listing of items included within a prior reference, such listing shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on or exclusive listing of the items included within the prior reference. Any reference in this Agreement to "Section," "Article," "Appendix," "Exhibit" or "Schedule" shall be references to this Agreement unless otherwise stated, and all such Appendices, Exhibits and Schedules are incorporated in this Agreement by reference. In the event that any index or publication referenced in this Agreement ceases to be published, each such reference shall be deemed a reference to a successor or alternate index or publication reasonably agreed to by the

amended and restated plant vogtle operating agreement (17).doc

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EXECUTION VERSION Parties. Unless specified otherwise, a reference to a given agreement or instrument, and all schedules, exhibits, appendices and attachments thereto, shall be a reference to that agreement or instrument as modified, amended, supplemented and restated, and in effect from time to time. Unless otherwise stated, any reference in the Agreement to any entity shall include its permitted successors and assigns, and in the case of any Governmental Authority, any person succeeding to its functions and capacities. The descriptive headings of the various Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. Section 1.3 Construction. In the event of a conflict between the text of this

Agreement and any Schedule, Exhibit or Appendix thereto, the terms of this Agreement shall prevail. GPC, OPC, MEAG and Dalton acknowledge that each was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against any of GPC, OPC, MEAG or Dalton because one is deemed to be the author thereof. Section 1.4 Operating Agreement Superseded. This Agreement amends and

restates in its entirety the Operating Agreement. Upon the execution and effectiveness of this Agreement, the Operating Agreement will be superseded and replaced by this Agreement and will have no further force or effect. ARTICLE II OPERATING AGENT The Parties hereby irrevocably appoint, subject to Section 6.3 hereof, GPC their agent (the "Agent") in connection with Plant Vogtle to act on their behalf in the management, control, operation and maintenance of Plant Vogtle. GPC hereby accepts such appointment and agrees that it shall discharge its responsibilities as agent in accordance with Prudent Utility Practice.
4

amended and restated plant vogtle operating agreement (17).doc

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EXECUTION VERSION ARTICLE III AUTHORITY AND RESPONSIBILITY FOR OPERATION

Section 3.1

Operation. The Agent shall have sole authority and responsibility to

manage, control, operate and maintain Plant Vogtle. In respect thereof, the Agent is authorized to take and shall take, in the name and on behalf of the Parties, all reasonable actions which, in the discretion and judgment of the Agent, are deemed necessary or advisable to effect the management, control, operation and maintenance of Plant Vogtle, subject to the applicable provisions of this Agreement and the Ownership Agreements. The Agent shall have no authority under this Agreement to sell or otherwise dispose of any other Party's energy for such Party's account, except to the extent provided in Section 5.4 hereof. Section 3.2 Other Contracts. In discharging its obligations as agent hereunder, the

Agent shall have the right, on its own behalf and on behalf of the Parties, to provide, or to contract with any of its Affiliates for the purchase of, At Cost, any equipment or facilities or the performance of services, At Cost in connection with Plant Vogtle. In the event the Agent proposes to acquire services for this Agreement from an Affiliate which involve new investment in excess of twenty five million dollars ($25,000,000) (in 2006 dollars utilizing the Gross Domestic Product Implicit Price Deflator as reported in the Survey of Current Business published by the Bureau of Economic Analysis, United States Department of Commerce, Washington, D.C. as a deflator) in physical facilities (other than additions to Plant Hatch or Plant Vogtle) in order for an Affiliate to provide new services to Plant Vogtle other than those services supplied by the resources of GPC or its Affiliates as of the Effective Date, the Agent will confer with the Parties in order to determine whether the Parties are able and willing to participate in

amended and restated plant vogtle operating agreement (17).doc

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EXECUTION VERSION such investment and to provide an opportunity for such participation; provided, that the Agent shall endeavor to notify the Parties prior to any new investment in an Affiliate for such services. Section 3.3 Agreements to Recognize Successor Agent. All agreements made by the

Agent pursuant to its authority hereunder (except for agreements with Affiliates of the Agent) shall, by their terms, be made assignable by the Agent to any replacement or successor agent pursuant to this Agreement and either of the Ownership Agreements, as applicable. The Agent will use its reasonable best efforts to cooperate fully with any replacement or successor agent to effect the assignment of all such agreements (other than agreements with Affiliates of the Agent) and otherwise to secure for such replacement or successor agent the benefits of any other such agreements (other than agreements with Affiliates of the Agent). Section 3.4 Agreements to Acknowledge Information Rights. The Agent shall

cause all third parties to the agreements made by the Agent pursuant to its authority hereunder to acknowledge the information and audit rights of the Parties under this Agreement, the Ownership Agreements and the Nuclear Managing Board Agreement, and to commit to cooperate with the Agent, the Parties and their representatives in connection therewith and to provide information described thereunder (including any information deemed confidential or proprietary) to the Agent, the Parties and their representatives, which shall be held in accordance with Section 9.14 of this Agreement. Information requested by a Party may not be refused on the grounds that such third party claims such information to be proprietary if such Party agrees to execute an agreement satisfactory to any such third party to protect such information from unwarranted disclosure. ARTICLE IV OPERATION, RIGHTS AND OBLIGATIONS

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION

Section 4.1

Availability of Output. Subject to the further provisions of this

Agreement and the provisions of the applicable Ownership Agreement, at any given time the Parties shall each be entitled to the net capacity and net energy output of each Vogtle Unit in proportion to their respective Ownership Interests in such Vogtle Unit. Section 4.2 (a) Scheduling and Dispatching. The Agent shall have sole authority for the scheduling and dispatching of

the output of each of the Vogtle Units and, subject to the further provisions of this Section 4.2, shall schedule and dispatch such output on a continuous economic dispatch basis, to the extent each such Vogtle Unit is capable of such dispatch, in accordance with the Agent's standard scheduling and dispatching procedures to serve, in part, the electric capacity and energy load within the State of Georgia. (b) The Parties anticipate that the Additional Units will be scheduled and

dispatched at all times to their maximum practicable capability, taking into account license requirements, planned and forced outages (including partial outages) and fuel cycle limitations. If conditions change such that this is no longer the standard mode of scheduling and dispatching the Additional Units, the Parties owning an Ownership Interest in the Additional Units shall negotiate in good faith a new methodology for the scheduling and dispatching of the energy from the Additional Units, including consideration of pseudo-dispatch and direct dispatch by participants, as technology may allow. (c) Not later than thirty (30) months and not earlier than sixty (60) months

prior to any Fuel Period, the Agent shall give each of the other Parties written notification of the estimated operating level during such Fuel Period of the Vogtle Unit to which such Fuel Period

amended and restated plant vogtle operating agreement ( 7).doc

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EXECUTION VERSION relates based upon the economic dispatch of such Vogtle Unit. Any Party with an Ownership Interest in such Vogtle Unit shall have the right to receive during such Fuel Period energy from such Vogtle Unit in excess of its proportionate share of the energy generated by such Vogtle Unit operating on an economic dispatch basis, up to a maximum of such Party's proportionate share of the energy which could be generated by such Vogtle Unit operating at its maximum practicable capability at any given time, if (i) such Party, not less than six (6) months after receipt of the above-mentioned notification from the Agent, gives the other Parties written notice of its desire to receive such additional energy from such Vogtle Unit and the amount of such additional energy and agrees to be responsible, as of the date of such notice, for any and all additional costs resulting from such increased generation of energy, including all prepayments in connection with the acquisition of nuclear fuel, whether or not it requires or takes the additional energy during the Fuel Period and whether or not any additional energy is generated, and agrees to indemnify and hold the other Parties harmless from and against any and all costs, expenses, liabilities and damages of any kind occasioned in any way by the operation of such Vogtle Unit at such increased level; (ii) such increased operation will not adversely affect the capability of such Vogtle Unit then or in the future; (iii) such Party requiring such increased energy shall take such energy only at such time or times as will not interfere with any other Party's ability to receive its entitlement to the energy from such Vogtle Unit at the times it would otherwise have received it; and (iv) such increased generation is unanimously agreed to by the other Parties, which such agreement shall not be unreasonably withheld. Section 4.3 Fuel Costs. Each Party shall own an undivided ownership interest in

nuclear fuel and shall be responsible for the payment of Fuel Costs for each Vogtle Unit for each Fuel Period in proportion to its respective entitlement to the energy to be generated by such

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EXECUTION VERSION Vogtle Unit during such Fuel Period as provided in Sections 4.1 and 4.2 of this Agreement. At the beginning of each Fuel Period, the Agent shall deliver to each of the Parties an amortization schedule for the Fuel Costs paid by each Party pursuant to the Ownership Agreements and the amortization rates related to such Fuel Costs for that Fuel Period. The Parties shall provide the Agent with such information as is reasonably required by the Agent to develop the amortization schedules described above. The Agent will provide the Parties with such information as is reasonably required by them in order to account for such amortization on their books. The Agent shall keep an hourly record of the kilowatt-hours of energy delivered to each Party from each Vogtle Unit and shall report such amounts each month. Section 4.4 Transactions With Other Systems. Each Party shall be entitled to

dispose of its respective proportionate share or any part thereof of the capacity and energy generated by each of the Vogtle Units through scheduled transactions with one or more of the other Parties or with other systems or agencies. Section 4.5 Metering. The Agent shall install and/or maintain the necessary metering

equipment to determine the amounts of net capacity and energy from each Vogtle Unit measured at the high voltage terminals of the Plant Vogtle step-up substation(s). Metering records shall be available at all times to authorized representatives of the Parties. Each meter used pursuant to this Section 4.5 shall, by comparison with accurate standards, be tested and calibrated by the Agent at approximate intervals of twelve months. If a meter shall be found not registering within 1% accuracy, it shall be restored to an accurate condition or an accurate meter shall be substituted. The results of all tests and calibrations shall be open to examination by the Parties and a report of every test shall be furnished immediately to the Parties. Any meter tested and found to be within 1%accuracy shall be considered to be accurate. If, as a result of any test, any

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EXECUTION VERSION meter is found to register not within 1% accuracy, the readings of such meter previously taken shall be corrected according to the percentage of inaccuracy so found but no such correction shall extend beyond sixty (60) days previous to the day on which inaccuracy was discovered by such test. If any metering equipment fails to register or if the meter registration is erratic, the capacity and energy produced shall be determined by the Parties. All costs incurred in connection with such metering equipment and compliance with the provisions of this Section 4.5 shall be considered an Operating Cost and as such shall be borne by the Parties in accordance with the provisions of Section 5.1 of this Agreement. Section 4.6 (a) Insurance. During the period of operation of the Vogtle Units, the Agent shall carry

in the name of the Parties as their interests appear insurance covering general public liability, nuclear property (including decontamination), nuclear worker coverage, suppliers and transporters insurance, secondary financial protection, and nuclear liability, in such policies, in such amounts and with such deductible or self-insurance features as is consistent with the Agent's customary practices and Prudent Utility Practices. Workers' compensation, either through statutory coverage or self-insurance, will be carried by each of the Parties separately, although GPC's costs for Plant Vogtle workers' compensation shall be included in Operating Costs. (b) The Agent will keep in force such nuclear liability insurance and

indemnity agreements as are necessary to comply with applicable regulations of the Nuclear Regulatory Commission (including such indemnity agreements as are required by the Price Anderson Act), or any other regulatory agency having jurisdiction, with the Parties being named therein as their interests appear.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION (c) The aggregate cost of all such insurance and indemnity agreements,

including any retrospective assessment or premiums under the Agent's insurance policy with Nuclear Electric Insurance Limited and any payments under the indemnity agreements, shall be included in Operating Costs. All credit premiums shall be deducted from Operating Costs in the appropriate accounting period. (d) The Agent, if requested, shall promptly provide copies of all insurance

policies and make available all notices with respect thereto to the Parties for insurance carried by the Agent pursuant to this Section 4.6. Any Party may also maintain additional or other insurance, at its own cost and expense, which it deems necessary or advisable to protect its interest in or with respect to Plant Vogtle, provided that such additional or other insurance does not reduce or diminish in any way the coverage of the insurance procured and maintained by the Agent pursuant to this Section 4.6; provided, however, that to the extent more than one Party desires to purchase accidental outage insurance, the Parties purchasing accidental outage insurance shall each maintain a policy limit for such coverage equal to a fraction of the overall limit of coverage available to the owners of Plant Vogtle, the numerator of which is their respective aggregate ownership interests in Plant Vogtle, and the denominator of which is the aggregate ownership interests of all Parties who desire from time to time to purchase such accidental outage coverage. During the operation of Plant Vogtle, the Agent shall require that all

(e)

contracts with third parties related to Plant Vogtle provide the same protection for the Parties as for the Agent. This protection shall include but not be limited to obligations of such third parties to indemnify all the Parties. In addition, all Parties shall be named as additional insureds under the insurance policies covering the activities of any contractor, subcontractor, engineer,

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), in other United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons DOE and other Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION equipment supplier or manufacturer associated with Plant Vogtle in the same manner and with the same requirements as the Agent. ARTICLE V BILLING, PAYMENT AND ACCOUNTING Section 5.1 (a) Sharing of Costs - General. Except as otherwise provided in this Agreement, the Parties shall be

responsible for the Operating Costs of each Vogtle Unit in proportion to their respective Ownership Interests in such Vogtle Unit. The Parties shall be responsible for the payment of Fuel Costs in accordance with the provisions of Section 4.3 of this Agreement, Section 5(f) of the Existing Units Ownership Agreement and Section 7.6 of the Additional Units Ownership Agreement. (b) It is the absolute intent of the Parties to share all items of cost, obligation

and liability incurred in connection with each Vogtle Unit (other than financing of each Party's respective Ownership Interest in such Vogtle Unit), and not otherwise expressly provided for, in proportion to their respective Ownership Interests in such Vogtle Unit or as otherwise provided in Section 5.4 below. Section 5.2 (a) Payment and Settlement of Costs. The Agent shall be responsible for making payment to third parties of all

Operating Costs to the extent that funds are available therefor in the applicable Operating Accounts.
(b)
th The Agent will, on or before the fifteenth (15 ) day of each month,

commencing the month immediately preceding the first month in which Operating Costs are anticipated by the Agent to be incurred for each Vogtle Unit, notify the Parties of the applicable

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Operating Costs anticipated to be due and payable with respect to such Vogtle Unit during the succeeding calendar month, plus or minus any adjustments of Operating Costs incurred in prior months but not previously charged or credited to the Parties under the provisions of this Section 5.2, with separate computations as to each Vogtle Unit. Each Party owning an Ownership Interest in such Vogtle Unit shall make payment into the applicable Operating Account in immediately available funds during such succeeding month, in accordance with the schedule determined and delivered to them by the Agent, of their respective shares of such Operating Costs as provided in this Section 5.2, plus any additional share resulting from an increased entitlement of energy pursuant to Section 4.2 hereof. Each such notification made by the Agent of anticipated Operating Costs and adjustments shall be accompanied and adjusted by an accounting of the Operating Costs incurred and credits, if any, accrued for preceding months. The Parties other than the Agent shall have until the one hundred eightieth ( 1 8 0 th) day after the receipt of such accounting from the Agent for any charge or credit to question or contest the correctness of such charge or credit, at which time the correctness of such charge or credit shall be conclusively presumed; provided, that such period of time shall be interpreted pursuant to the agreement of the Parties referenced by Section 9.15(i) of the Nuclear Managing Board Agreement. The Agent will from time to time provide the other Parties with such information as is reasonably required for them to account for such payments on their books. No payment made pursuant to this Section 5.2 shall constitute a waiver of any right of such other Parties to question or contest the correctness of any charge or credit to them by the Agent in respect of Operating Costs. (c) The Agent will make available to the Parties other than the Agent all

financial and technical records regarding plant operations and Operating Costs sufficient to allow

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION such other Parties to determine that such costs attributed to each Vogtle Unit by the Agent hereunder are correctly allocated to such Vogtle Unit. Section 5.3 (a) Operating Account. Prior to the time the first Operation and Maintenance Budget for each

Vogtle Unit is provided by the Agent pursuant to Section 4.3 of the Nuclear Managing Board Agreement, the Agent shall establish or maintain a separate account or accounts for such Vogtle Unit (each an "Operating Account" and collectively the "Operating Accounts"). The amounts held in the Operating Accounts, which in the discretion of the Agent may be interest bearing or non-interest bearing, may be physically maintained by the Agent in one or more bank accounts in a bank or banks the deposits in which are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation and which meets or meet all applicable requirements imposed upon depositaries of the Agent. All moneys paid by the Parties for Operating Costs for each Vogtle Unit shall be deposited by the Parties in the applicable Operating Account and the Agent shall withdraw and apply funds therefrom only as necessary to pay such Operating Costs. In the event that during any month the balance in the applicable Operating Account is insufficient to pay the applicable Operating Costs required to be paid that month (other than as the result of the non-payment by a Party of amounts due pursuant to Section 5.2 hereof), the Agent shall promptly so notify the other Parties, by telephone and promptly confirm in writing, stating the amount required to be paid by each. Each of the Parties shall pay its respective share of such deficit into the applicable Operating Account in immediately available funds not later than on the fifth ( 5 th) banking day after receipt of such notice from the Agent. GPC shall have no responsibility or liability to make up any such deficit out of its own funds in excess of its proportionate share of such deficit.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION (b) Each Party shall continue to own and maintain its Ownership Interest in

each applicable Operating Account; provided, however, that the Agent shall have the sole right and authority to make withdrawals from the Operating Accounts; and provided further, that a Party shall not own any Ownership Interest in any amount in any applicable Operating Account in respect of interest paid into such Operating Account by or on behalf of such Party pursuant to the provisions of Section 5.4 hereof, which amount shall be owned in common, and credited against payments required to be made into such Operating Account, by the other Parties not then in default in the performance of their obligations under this Agreement in the proportion which their Ownership Interests in the applicable Vogtle Unit bear to each other. (c) Upon decommissioning of a Vogtle Unit, and settlement of all the

obligations relating to Operating Costs of such Vogtle Unit, the Agent shall close the applicable Operating Account and distribute to each Party its Ownership Interest of any balance remaining in said Operating Account, except that if a Party shall then be in default, an amount equal to the liability of such defaulting Party on account of such default (or if such amount exceeds such Party's share of the balance in such Operating Account, its entire share of such balance) shall first be distributed to the non-defaulting Parties in the proportion which their Ownership Interests in such Vogtle Unit bear to each other. Section 5.4 (a) Non-Payment. Payments due from a Party hereunder not made when due shall bear

interest, compounded monthly until paid, at a rate per annum equal to the Prime Rate (as in effect from time to time) plus five percentage points (5%). (b) If the failure to pay is in relation to the Existing Units, the non-paying

Party shall have no right to any output of capacity and energy of the Existing Units, or to

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION exercise any right of a Party with respect to the Existing Units, until all amounts due hereunder from that Party with respect to the Existing Units have been paid, together with interest at the rate specified in clause (a) hereof, into the applicable Operating Account. If the failure to pay is in relation to either of the Additional Units, the non-paying Party shall have no right to the capacity and energy of either Additional Unit, or to exercise any other right of a Party with respect to the Additional Units until all amounts due hereunder from that Party with respect to the Additional Units have been paid, together with interest at the rate provided in clause (a) hereof, into the applicable Operating Account(s). Notwithstanding any of the provisions of this Section 5.4, if the Agent is the non-paying Party, the Agent shall continue to manage, control, operate and maintain Plant Vogtle in accordance with the provisions of this Agreement. (c) Any output of capacity and energy from the Existing Units and/or

Additional Units, as applicable, of a non-paying Party (whether with respect to the failure of payment with respect to either of the Existing Units and/or either of the Additional Units) may be sold by the Agent, including a sale to another Party, until all amounts due from such non-paying Party, together with interest at the rate provided in clause (a) hereof, have been paid. Any such sale of such output of capacity and energy of the Existing Units and/or Additional Units shall not relieve the non-paying Party from any liability (including consequential damages) on account of such non-payment, except that the net proceeds of such sale shall be applied in reduction of the liability of such non-paying Party arising from such non-payment (including interest as provided in clause (a) hereof). Any such net proceeds in excess of the amount of such liability of the nonpaying Party shall be applied as a credit against such non-paying Party's share of future applicable Operating Costs.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION (d) In addition to the contractual rights set forth in this Section 5.4, the

Participating Parties also establish their entitlement to the output of capacity and energy of the Additional Units as expressed in Sections 5.4(b) and 5.4(c) of this Agreement as covenants running with the land, which shall be binding not only on the Participating Parties but also on the successors in title of the Participating Parties and on any other person acquiring or attempting to perfect or enforce any interest in or other right with respect of the Ownership Interest of any Participating Party who takes with notice of this Agreement or of the co-ownership of the Additional Units by the Participating Parties. (e) In the event OPC fails to make any payment when due under this

Agreement, the Agent will give prompt written notice of such default to the Rural Utilities Service in substantially the form of the notice attached hereto as Exhibit I, provided that inadvertent failure to provide such notice shall not be deemed a breach by the Agent of its obligations hereunder. (f) In the event the Agent undertakes to sell any of the output of capacity and

energy of a non-paying Party pursuant to Section 5.4(c), the Agent will use reasonable efforts to make any such sale on commercially reasonable terms, taking into account the facts and circumstances existing at the time of such sale. The maximum term of any such sale shall be a period of time reasonably determined by the Agent after consultation with the non-paying Party; provided that, for the first one hundred and twenty (120) days after the Agent undertakes to make such sales, the maximum term for any such sale shall be one (1) month. Section 5.5 (a) Billing Disputes. Unless otherwise mutually agreed to by the disputing Party and the Agent,

any dispute, controversy or claim arising out of, under, or relating to this Article 5 (a "Billing

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Dispute"), shall be negotiated in good faith in accordance with the provisions of this Section 5.5. The disputing Party shall first submit the Billing Dispute to the Accounting Services Committee. If, after thirty (30) days (or any time earlier if the disputing Party or the Agent wishes to have the Nuclear Managing Board consider the issue) such discussions are unsuccessful, then the Billing Dispute will be submitted to the Nuclear Managing Board for resolution through discussions among the members of the Nuclear Managing Board. If after thirty (30) days (or any time earlier if the disputing Party or the Agent wishes to have the Nuclear Managing Board consider the issue) such discussions are unsuccessful, then the chief executive officers (the "CEOs") of the Parties and the Agent shall consider the issue. (i) The process of "good-faith negotiations" requires that the disputing

Party and the Agent set out in writing to the other its reason(s) for adopting a specific conclusion or for selecting a particular course of action, together with the subordinate facts supporting such conclusion or course of action. (ii) The good faith negotiation process shall also include at least two

meetings of the CEOs. Unless otherwise mutually agreed, the first meeting shall take place within ten (10) calendar days after the Nuclear Managing Board has failed to resolve the Billing Dispute. Unless otherwise mutually agreed, the second meeting shall take place no more than ten (10) calendar days later. In the event the CEO for the Agent refuses to attend a negotiation meeting of the CEOs, then the disputing Party may proceed immediately to litigation concerning the Billing Dispute. (iii) In the event the disputing Party and the Agent remain unsuccessful

in resolving a Billing Dispute for a period of eighty (80) days after the initiation of the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION good faith negotiation process, then either Party may proceed immediately to litigation concerning the Billing Dispute. (b) Each Party and the Agent hereby agree that all statements made in the

course of dispute resolution, as contemplated in Section 5.5(a), shall be confidential and shall not be disclosed to or shared with any third parties (other than counsel and any other person whose presence is necessary to facilitate the dispute resolution process). Each Party and the Agent agree and acknowledge that no statements made in or evidence specifically prepared for dispute resolution under Section 5.5 shall be admissible for any purpose in any subsequent litigation. Section 5.6 Right of Lenders to Make Payments. The Agent and the Parties

acknowledge that one or more of the Parties anticipate financing (or have financed) their respective Ownership Interests by borrowing money from one or more third party lenders. The Agent and the Parties agree that any such lender shall be entitled (but will not be obligated) to make payments (including any interest owed as provided in Section 5.4(a)) directly to the Agent with respect to amounts owed by its borrower under this Agreement, and any such payments shall be credited by the Agent to the account of the Party on whose behalf the payment was made and shall be treated as a payment made directly by such Party. ARTICLE VI CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES The Parties hereby covenant and agree as follows: Section 6.1 No Adverse Distinction. Notwithstanding any other provision of this

Agreement, in discharging their respective responsibilities pursuant to this Agreement, neither the Agent, as agent or as a Party, nor any of the other Parties shall make any adverse distinction between any Vogtle Unit (or combination thereof) and any other generating unit (including a

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Vogtle Unit) in which it has an interest because of its co-ownership of such Vogtle Unit with the other Parties. Section 6.2 Cooperation. The Parties will cooperate with the Agent in all activities in

connection with Plant Vogtle, including, without limitation, the execution and filing of applications for authorizations, permits and licenses and the execution of such other documents as may be reasonably necessary to confirm authority of the Agent to act as agent for the Parties in connection with their respective Ownership Interests in Plant Vogtle and the assumption by the Parties of their respective undivided ownership interests of the obligations to be assumed hereunder; provided that, except at the written consent of the Agent, none of the other Parties shall incur any obligation in connection with Plant Vogtle which would or could obligate the Agent to any third party. Section 6.3 (a) Liability. (i) Notwithstanding any provision of law or any other provision of

this Agreement, in the event the Agent fails at any time to perform its duties, responsibilities, obligations, or functions hereunder as agent with respect to the Existing Units, except only (A) its obligation to provide information to a Party or Parties (the remedy for which is provided in Section 9.15(b)(iii)), (B) its undertaking in Section 6.1 hereof or (C) in the event the Agent takes any action or fails to take any action by which it intends to put any other Party at a disadvantage in relation to the Agent, the sole and exclusive remedy, legal or equitable, of the other Parties shall be the right, subject to approval of the NRC, to remove the Agent as an agent with respect to the Existing Units hereunder upon written notice to the Agent executed by all the other Parties, provided that if a corporate affiliate of the Agent is a Party, its execution of such notice shall not be unreasonably withheld. Following receipt of such notice the Agent shall continue as

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), persons in other United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for Application. DOE and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION agent with respect to the Existing Units for the other Parties until its successor has been appointed, subject to approval of the NRC, by the action of Parties owning not less than an aggregate of 85% Ownership Interest in the Existing Units, provided that the concurrence in such appointment by GPC as a Party or by any corporate affiliate of GPC which may be a Party shall not be unreasonably withheld. All actions undertaken by GPC as agent for the Existing Units prior to the effective appointment of a successor agent shall be deemed ratified and affirmed by the other Parties. The removal of GPC as Agent with respect to the Existing Units shall not affect GPC's rights, duties, responsibilities, obligations, or functions hereunder as agent with respect to the Additional Units. (ii) Notwithstanding any provision of law or any other provision of this

Agreement, in the event the Agent fails at any time to perform its duties, responsibilities, obligations, or functions hereunder as agent with respect to the Additional Units, except only (A) its obligation to provide information to a Party or Parties (the remedy for which is provided in Section 9.15(b)(iii)), (B) its undertaking in Section 6.1 hereof or (C) in the event the Agent takes any action or fails to take any action by which it intends to put any other Party at a disadvantage in relation to the Agent, the sole and exclusive remedy, legal or equitable, of the other Participating Parties shall be the right, subject to approval of the NRC, to remove the Agent as an agent with respect to the Additional Units hereunder upon written notice to the Agent executed by all the other Parties, provided that if a corporate affiliate of the Agent is a Participating Party, its execution of such notice shall not be unreasonably withheld. Following receipt of such notice the Agent shall continue as agent with respect to the Additional Units for the other Participating Parties until its successor has been appointed, subject to approval of the NRC, by the action of Parties owning not less than an aggregate of 90% Weighted Ownership Interest in the Additional

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Units, provided that the concurrence in such appointment by GPC as a Party or by any corporate affiliate of GPC which may be a Party shall not be unreasonably withheld. All actions undertaken by GPC as agent with respect to the Additional Units prior to the effective appointment of a successor agent shall be deemed ratified and affirmed by the other Parties. The removal of GPC as Agent with respect to the Additional Units shall not affect GPC's rights, duties, responsibilities, obligations, or functions hereunder as agent with respect to the Existing Units. (b) In the event the Agent fails to comply at any time with the provisions of

Section 6.1 hereof or in the event the Agent takes any action or fails to take any action by which it intends to put any other Party at a disadvantage in relation to the Agent, the other Parties may (x) remove the Agent as agent as provided pursuant to the provisions of Section 6.3(a) hereof or (y) pursue remedies, if any, available to them at law or equity or (z) both (x) and (y). (c) In the event GPC is removed or resigns as Agent with respect to the

Additional Units pursuant to Section 5.3(c) of the Additional Units Ownership Agreement, GPC simultaneously shall be deemed to have been removed or to have resigned as Agent with respect to the Additional Units under this Agreement. Section 6.4 Certain Liabilities Included in Operating Costs. Any liability of the

Agent or any Party to any third party which results from any action or failure to act on the part of the Agent relating to, resulting from, arising out of or attributable to any of the management, control, operation or maintenance of any applicable Vogtle Unit(s), and any legal fees, defense costs and costs of investigation relating to any such liability or alleged liability, shall be included in the Operating Costs and apportioned among the Parties pursuant to Sections 5.1, 5.2 and 5.4 hereof; provided, however, that the foregoing shall not apply to (i) any liability or alleged

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This page contains confidential trade secret and proprietary information that meets the criteria for proteciion from public disclosure in 5 U.S.C. 552(b)(4), other United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in DOE and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION liability of the Agent or of any Party based upon any failure or alleged failure of responsibility to shareholders, customers, members, participants, trustees, bondholders or other lenders of the Agent, any Party or any of their Affiliates or (ii) any liability resulting from any failure to comply with the provisions of Section 6.1 or in the event the Agent takes any action or fails to take any action by which it intends to put a Party at a disadvantage in relation to the Agent or any legal fees, defense costs or costs of investigation relating to any unsuccessful defense against any such liability. ARTICLE VII ACCESS TO PLANT VOGTLE Section 7.1 Plant Access Requirements. The Agent has all requisite authority to

implement such site access control and security requirements as the NRC may impose, including but not limited to the ability to exclude, or remove, persons, equipment, vehicles and materials from Plant Vogtle. Personnel who enter the Owner Controlled Area of Plant Vogtle must comply with background check, fingerprinting and fitness-for-duty policies and procedures as implemented by the Agent, including for unescorted access to the protected area of the Plant, screening in accordance with the requirements of Title 10 Code of Federal Regulations Part 73 and Plant Vogtle's Fitness-for-Duty program in accordance with Title 10 Code of Federal Regulations Part 26, as such Parts may be amended or superseded. Except as expressly required by applicable law or regulation, the Agent's implementation of the requirements described in this Section 7.1 shall not impair the access and information rights of the Parties provided under this Agreement, either of the Ownership Agreements or the Nuclear Managing Board Agreement. Section 7.2 (a) Safety Conscious Work Environment.

As a condition for access to Plant Vogtle or for engaging in activities within the

jurisdiction of the NRC, each employee of a Party shall, at all times, comply with Section 211 of
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION the federal Energy Reorganization Act of 1974 ("ERA") which prohibits discrimination against an employee for engaging in certain "protected activities" and the Nuclear Regulatory Commission's implementing regulation 10 C.F.R. 50.7. A Party shall immediately notify the Agent's representative, in writing (as specified in Section 9.5), of any allegation of unlawful discrimination in employment filed by an employee of the Party with a federal, state or county court or governmental authority in connection with activities at Plant Vogtle. Such allegations would include any complaint under Section 211 of the ERA filed with the Department of Labor or any federal agency. No Party as a condition of employment, by agreement affecting employment, or otherwise shall prohibit, restrict, or discourage an employee, or former employee, from providing the NRC, either directly or indirectly, with information related to, or alleged to relate to, potential violations of NRC requirements or to unsafe conditions at Plant Vogtle. (b) Each Party shall comply with the reasonable requests of the Agent to assure that

its employees are continuously aware of conditions potentially adverse to safety or public health, and its employees having access to Plant Vogtle or activities regulated by the NRC feel free to raise safety concerns to Plant Vogtle management, into Plant Vogtle's problem identification and resolution program, to Plant Vogtle's worker concerns program or to governmental authorities, and to assure a work environment that encourages employees to openly communicate and report deficiencies or conditions adverse to safety. ARTICLE VIII ASSIGNMENT AND TERMINATION Section 8.1 Limitation on Assignability. If, pursuant to either of the Ownership

Agreements, any of the Parties makes a sale, transfer or assignment of all or any portion of its

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Ownership Interest in any of Plant Vogtle (other than solely as security for indebtedness or other obligations as permitted by the applicable Ownership Agreement), such Party shall also assign this Agreement pro tanto, and shall cause the transferee to assume to the same extent the rights and obligations of such Party hereunder. No assignment of this Agreement shall be made except in connection with a sale, transfer or assignment of the assignor's Ownership Interest in any of Plant Vogtle pursuant to either of the Ownership Agreements. Section 8.2 Term. This Agreement shall become effective upon the Effective Date

and shall remain in effect until the later of (a) the expiration of the last effective operating license or possession-only license for any of the Vogtle Units issued by any governmental agency having jurisdiction over such Vogtle Units or (b) the completion of Decommissioning for the last of the Vogtle Units to be Decommissioned. Upon termination of this Agreement, the Agent shall retain such powers hereunder as shall be necessary in connection with the disposition of the property included in Plant Vogtle at the time of such termination, and the respective rights and obligations of the Parties hereunder shall continue with respect to any action taken hereunder in connection with such disposition, and for all necessary expenses incurred in connection with such disposition. ARTICLE IX GENERAL Section 9.1 Governing Law. The validity, interpretation, and performance of this

Agreement and each of its provisions shall be governed by the law of the State of Georgia. Section 9.2 No Delay. No disagreement or dispute of any kind between or among any

of the Parties concerning any matter, including the amount of any payment due from the Parties or the correctness of any charge made to the Parties, shall permit any of the Parties to delay or withhold any payment pursuant to this Agreement.
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Section 9.3 Regulatory Agencies. This Agreement is subject to the approval and

lawful regulations of any regulatory authority having jurisdiction over this Agreement or any Party. Section 9.4 Rural Utilities Service Approval. This Agreement shall have no force

and effect until approved by the Administrator of the Rural Utilities Service. Section 9.5 Notice. Except as otherwise provided in Section 5.3 hereof, any notice,

request, consent or other communication permitted or required by this Agreement shall (a) be made in writing signed by the party making it; (b) specify the Section to which it relates; (c) be delivered (i) in person, (ii) by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, or (iii) by fax and with a confirming copy sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery; (d) unless given in person, be given to the address specified below; and (e) be deemed given or received (i) if delivered in person, on the date of personal delivery, (ii) if sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent, or (iii) if sent by fax with a copy sent by a nationally recognized business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent. The party giving the notice or other communication will pay all delivery costs. The addresses and the requirements for copies are as follows: Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30308 Facsimile No.: 404-506-7985 Attention: President

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION If to OPC: Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 Attention: President and CEO If to MEAG: Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 Facsimile No.: 770-661-2812 Attention: President and CEO If to Dalton: The City of Dalton, Georgia 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 Attention: CEO unless a different officer or address shall have been designated by the respective Party by notice in writing. Section 9.6 No Partnership. Notwithstanding any provisions of this Agreement the

Parties do not intend to create hereby any joint venture, partnership, association taxable as h corporation, or other entity for the conduct of any business for profit, and contemplate seeking a ruling of the Internal Revenue Service that this Agreement has no such effect. The Parties agree timely to take all voluntary action as may be necessary to be excluded from treatment as a partnership under the Internal Revenue Code of 1986, as amended, and, if it should appear that one or more changes to this Agreement would be required in order to obtain the ruling referred to above, the Parties agree to negotiate promptly in good faith with respect to such changes. Section 9.7 Amendments. This Agreement may be amended by and only by a written

instrument duly executed by each of the Parties hereto.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Section 9.8 Successors and Assigns. This Agreement shall inure to the benefit of and

be binding upon the Parties and their respective successors and upon their assigns pursuant to the provisions of Section 8.1 hereof. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies hereunder. Section 9.9 Counterparts. This Agreement may be executed simultaneously in two

or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Section 9.10 Section 9.11 Time is of the Essence. Time is of the essence of this Agreement. Further Assurances. From time to time during the term of this

Agreement the Parties will execute such instruments of conveyance and other documents, upon the request of the others, as may be necessary or appropriate, to carry out the intent of this Agreement. Section 9.12 Computation of Ownership Interest. Notwithstanding any other

provision of this Agreement whenever, pursuant to any provision of this Agreement, any action is required to be agreed to or taken by Parties hereunder with respect to the Existing Units or the Additional Units, as applicable, (i) only those Parties not in default in the payment of any amounts (together with interest, if appropriate) required under any provisions of this Agreement or the applicable Ownership Agreement at the time such action is to be agreed to or taken shall have the right to participate in such agreement or the taking of such action and (ii) the computation of the aggregate percentage Ownership Interest in the Existing Units or the Additional Units, as applicable, owned by Parties agreeing to or taking any such action shall be based solely upon the Ownership Interests in the Existing Units or the Additional Units, as applicable, owned by Parties not so in default.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Section 9.13 Several Agreements. Notwithstanding anything to the contrary set forth

herein, the agreements and obligations of the Parties set forth in this Agreement shall be the several, and not joint, agreements and obligations of the Parties. Section 9.14 (a) Confidentiality. The Parties recognize that there are, or may be in the future, certain

contracts, records, drawings, data or other documents or information relating to the management, control, operation and maintenance of the Vogtle Units, which is labeled by the Party providing such information as proprietary, confidential or privileged (the "Confidential Information"), and, in some cases, is subject to a contractual obligation to another person which requires that such information not be disclosed without the express approval of such other person. Information provided orally shall be deemed "Confidential Information" if the disclosing Party states that such information is confidential at the time of such disclosure and, within ten (10) days thereafter, provides the receiving Party written confirmation of the confidential nature of the information so disclosed. (b) Each of the Parties agrees, notwithstanding any other provision of this

Agreement, that it shall use any Confidential Information only in the exercise of its respective rights and obligations hereunder, and that any Confidential Information which is disclosed to it shall not be disclosed other than as permitted under this Section 9.14 to any other entity or to any person who is not an officer, director, employee or attorney, respectively, of the Party; provided. however, that the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees or security deed holders, of any of the Parties and any credit rating agencies and other financing entities that need to know such information in connection with the financing of a Party's Ownership Interest shall be entitled to examine (but not to copy) at the offices of the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Agent or the Party whose lessor, mortgagee or security deed holder or any such credit rating agency or financing entity desires to examine such information, any Confidential Information; and provided further, however, that the Parties may disclose any such information as required by any governmental or regulatory authority (including the Rural Utilities Service) having jurisdiction or as necessary to comply with legal requirements. (c) Each of the Parties agrees to take all reasonable steps to protect the

proprietary, privileged or confidential nature of all Confidential Information furnished to it, including, without limitation: (i) limiting access to and disclosure of such Confidential Information only to: (A) its officers, directors, employees or attorneys who have a need for access to such Confidential Information reasonably related to the exercise of any rights of the Parties hereunder, (B) the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees and security deed holders, and credit rating agencies and financing parties, of the Parties only as permitted by the provisions of Section 9.14(b), and (C) to those persons to which access is iequired by any governmental or regulatory authority or as necessary in order to comply with legal requirements; and (ii) ensuring that those persons receiving any such Confidential Information understand the proprietary, confidential or privileged nature of such Confidential Information. (d) In the event that a Party considers it necessary or desirable to disclose or

provide copies or summaries of or access to any Confidential Information to any person not its employee, director, officer or attorney, and such disclosure is not otherwise permitted by this Section 9.14 and such disclosure is to a contractor, agent, representative or consultant of such Party which reasonably requires such Confidential Information to assist the Party in the exercise of its rights as a Party or to perform its responsibilities with regard to the management, control,

amended and restated plant vogtle operating agreement (17).doc

30

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION operation or maintenance of Plant Vogtle, then the Party may provide such information to such person only when such person shall have signed an agreement obligating such person to: (i) safeguard the confidentiality of such Confidential Information; (ii) use such Confidential Information only for the purpose of executing its responsibilities regarding Plant Vogtle; and (iii) return or destroy all copies of any documents containing such Confidential Information upon the completion of its responsibilities. The Party shall advise the person or persons designated by the Party originally furnishing such Confidential Information, by telephone or otherwise, of the Confidential Information to be disclosed and shall provide such furnishing Party a copy of each such executed confidentiality agreement within ten (10) days of execution, together with a list of all documents provided by the Party containing Confidential Information which have been given to such person, which such Party shall update each time additional documents are provided to such person. (e) The obligations of the Parties pursuant to the provisions of this

Section 9.14 shall survive the termination of this Agreement and continue to bind the Parties, in the case of Confidential Information which is not a trade secret, for a period of five years following the termination of this Agreement, and, in the case of trade secrets, for so long as they remain trade secrets. (f) The restrictions of this Section 9.14 shall be in addition to any restrictions

imposed by law upon the Parties in the absence of contract. Section 9.15 (a) Remedies. Except as limited by Section 6.3(a) of this Agreement, a Party or Parties

may take any action, in law or equity, to enforce this Agreement and to recover for any loss or

amended and restated plant vogtle operating agreement (17).doc

31

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION damage (including consequential damages), including attorneys' fees and collection costs, incurred by reason of any breach of this Agreement or any default under this Agreement. (b) Without limiting the generality of the foregoing: (i) the Agent or any non-defaulting Party shall have the right at any

time, and from time to time to sue a non-paying Party to recover any amount paid by such Party or enforce payment of any and all amounts (together with interest and attorneys' fees, if applicable) which a non-paying Party is obligated by this Agreement to pay but has not paid and/or to recover any increased costs incurred by the Agent or the non-defaulting Party as a consequence of the failure of another Party to make payments for which it is obligated under the term of this Agreement; (ii) any non-defaulting Party shall have the right at any time, and from

time to time to set off against amounts owed other than under this Agreement by a nondefaulting Party to a Party in default any amounts due such non-defaulting Party from the defaulting Party under the terms of this Agreement; (iii) Each Party acknowledges, understands and agrees that a breach of

the requirements on the part of any Party, including the Agent, to provide information to another Party or Parties will result in irreparable damage and harm to the non-breaching Party and that the non-breaching Party will not have an adequate remedy at law in the event of any such breach. Each Party, therefore, agrees that in the event of a breach or threatened breach of any such requirements, the non-breaching Party may at its election and in any court of competent jurisdiction: (a) obtain specific performance by the breaching Party of such requirements to provide information; (b) obtain temporary, preliminary and permanent injunctive relief to prevent noncompliance with or breaches of such requirements to provide information; or (c)

amended and restated plant vogtle operating agreement (17).doc

32

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION pursue any one or more of the foregoing or any other remedy available to it. Each Party hereby waives any requirement that a non-breaching Party post any bond or other security in connection with the enforcement of such requirements to provide information. In the event that any action should be brought to enforce the provisions of such requirements to provide information, no Party will allege, and each Party hereby waives, the defense or counterclaim that there is an adequate remedy at law. (c) A non-breaching Party will not, by seeking or obtaining any particular

relief, be deemed to have precluded itself from obtaining any other relief to which it may be entitled, including enforcing any remedies or seeking any relief as provided under Section 5.4. (d) No delay or failure to exercise any right or remedy herein provided shall

impair the right to exercise any such right or remedy or be construed to be a waiver of such right or remedy or of any default by a party, including enforcing any remedies or seeking any relief as provided under Section 5.4.

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33

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this Agreement in Atlanta, Georgia, on the date first above written. Signed, sealed and delivered in the presence of: Witness Notary Public
My Commission expires: Attest:

GEORGIA POWER COMPANY


By:

Name: Its:

Notarial Seal Signed, sealed and delivered in the presence of: Witness

Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP


CORPORATION) By: Name: Thomas A. Smith

Notary Public My Commission expires:


Notarial Seal

Its: President and Chief Executive Officer


Attest:

Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA
By:

Witness

Name: Robert P. Johnston


Its: President and Chief Executive Officer
Notary Public My Commission expires: Attest:

Notarial Seal Signed, sealed and delivered in the presence of: Witness

Its:
(CORPORATE SEAL)

CITY OF DALTON, GEORGIA


BY: BOARD OF WATER, LIGHT AND

SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES


By:

Notary Public

My Commission expires: Notarial Seal

Name: Don Cope Title: President and Chief Executive Officer


Attest:

Title:
(SEAL)

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34

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION APPENDIX A SCHEDULE OF DEFINITIONS Unless otherwise expressly stated, when used in this Agreement, the following capitalized terms and phrases shall have the respective meanings, as and when used in this Agreement, stated in this Schedule of Definitions: "Accounting Services Committee" has the meaning given such term in the Nuclear Managing Board Agreement. "Additional Unit" and "Additional Units" have the respective meanings given such terms in the Additional Units Ownership Agreement. "Additional Units Ownership Agreement" has the meaning given such term in the recitals to this Agreement. "Affiliate" of any specified entity, means any other entity directly or indirectly controlling or controlled by or under direct or indirect common control with such specified entity. For purposes of this definition, "control" when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agent" means GPC or a successor agent for the Parties as provided for in this Agreement. "Amended and Restated Operating Agreement" or this "Agreement" means this Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement. "At Cost" means (i) the actual direct costs incurred for such service, equipment or materials, wherever feasible and (ii) where appropriate, a reasonable allocation of indirect costs,

A-1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION such as overhead, relating to the purchase or provision of such services, equipment or materials, on a consistent basis with the allocations among GPC and its Affiliates. "Commercial Operation" means midnight following the achievement of all of the following with respect to an Additional Unit: (i) successful completion of the requisite performance test provided for in the agreement between GPC and the vendor relating to such Additional Unit nuclear steam supply system; (ii) demonstration by the Agent that such Additional Unit is capable of producing energy and delivering same to the transmission system; and (iii) such Unit is declared available for dispatch. "Confidential Information" has the meaning given such term in Section 9.14. "Dalton" means the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, and its successors and assigns. "Declaration of Covenants" has the meaning given such term in the Additional Units Ownership Agreement. "Decommissioning" means the removal of a Vogtle Unit from service, the

dismantlement, demolition and disposal of such Vogtle Unit, and the reduction of residual radioactivity at Plant Vogtle with respect to such Vogtle Unit, to a level that permits the release of the property at Plant Vogtle related to such Vogtle Unit to unrestricted use and termination of the licenses issued by the NRC or release of the property under conditions as may be required or approved by the NRC and termination of such licenses (as described in 10 CFR 50.2). "Definitive Agreements" means the Additional Units Ownership Agreement, the Amended and Restated Operating Agreement, the Nuclear Managing Board Agreement and the Declaration of Covenants.

A-2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION "Development Agreement" means the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton dated as of May 13, 2005, as amended. "Effective Date" means April 21, 2006. "Existing Owner" means an owner of the Existing Units (in its capacity as an owner of the Existing Units). "Existing Units Ownership Agreement" consists of The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power, Oglethorpe Power, MEAG, and Dalton, dated August 27, 1976, as amended January 18, 1977 and February 24, 1977, and a Purchase, Amendment, Assignment and Assumption agreement between Georgia Power and MEAG dated April 9, 1985 as amended. "Existing Units" means Vogtle Unit No. 1 and Vogtle Unit No. 2, as defined in the Existing Units Ownership Agreement. "FERC" means the Federal Energy Regulatory Commission. "Final Percentage Interest" has the meaning given such term in the Additional Units Ownership Agreement. "Fuel Costs" means, with respect to a Vogtle Unit, as applicable, all costs incurred by the Parties during any year that are allocable to the acquisition, processing, design, fabrication, transportation, delivering, reprocessing, storage and disposal of nuclear materials required for such Vogtle Unit, including transfers to reserves established for such costs related to future years, less credits related to such costs applied as appropriate, and including that portion of administrative and general expenses incurred by the Agent which is properly and reasonably

A-3

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION allocable to acquisition and management of nuclear fuel for such Vogtle Unit, and for which the Agent has not been otherwise reimbursed by the other Parties. "Fuel Period" means the period between the commencement of a fueling shutdown period and the commencement of the next succeeding fueling shutdown period, with respect to any Vogtle Unit. "GPC" or "Georgia Power" means Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia, and its successors and assigns. "MEAG" means the Municipal Electric Authority of Georgia, a public corporation and an instrumentality of the State of Georgia, and its successors and assigns. "NRC" means the United States Nuclear Regulatory Commission or any successor agency authorized to regulate and license utilization facilities pursuant to the Atomic Energy Act of 1954 as amended. "Nuclear Managing Board" means the board established pursuant to Section 2.1 of the Nuclear Managing Board Agreement. "Nuclear Managing Board Agreement" means the Second Amended and Restated Nuclear Managing Board Agreement, dated as of the Effective Date. "OPC" means Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized and existing under laws of the State of Georgia, and its successors and assigns. "Operating Account" and "Operating Accounts" have the respective meanings given such terms in Section 5.3. "Operating Agreement" has the meaning given such term in the recitals to this Agreement.

A-4

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION "Operation and Maintenance Budget" means, with respect to each Vogtle Unit, the Operation and Maintenance Budget described in Section 4.3 of the Nuclear Managing Board Agreement. "Operating Costs" means, with respect to each Vogtle Unit, all costs and expenses (other than Fuel Costs) incurred by the Agent which are properly and reasonably allocable to such Vogtle Unit, as applicable, and for which the Agent has not been otherwise reimbursed by the other Parties, and which costs and expenses are properly recordable in accordance with the Operating Expense Instructions (as defined in the Uniform System of Accounts) and in appropriate accounts as set forth in the Uniform System of Accounts. "Ownership Agreements" means the Additional Units Ownership Agreement and the Existing Units Ownership Agreements. "Ownership Interest" means, with respect to each Party, the undivided ownership interest of such Party as a tenant in common with the other Parties in the Existing Units and, if applicable, the Additional Units. The Ownership Interest of each Party in the Existing Units is equal to such Party's Pro Rata Interest. The Ownership Interest of each Party, if any, in each Additional Unit is such Party's Final Percentage Interest in such Additional Unit as determined pursuant to the Additional Units Ownership Agreement and the Development Agreement. "Participating Party" has the meaning given such term in the Additional Units Ownership Agreement. "Party" or "Parties" means GPC, OPC, MEAG and Dalton, and as the context requires with respect to a Vogtle Unit, those of GPC, OPC, MEAG and Dalton that have an Ownership Interest in such Vogtle Unit. "Plant Vogtle" means the Alvin W. Vogtle Nuclear Plant, which consists of:

A-5

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION (a) The land described in Exhibits Al and A2 attached to the Existing Units

Ownership Agreement, together with all such additional land or rights therein as may have been or may hereafter be acquired for the purpose specified in clause (d) below, less and except therefrom all property, rights and interests therein which are no longer subject to the Existing Units Ownership Agreement; (b) The Existing Units and the Additional Units, including the nuclear power

reactors, the turbine-generators, the buildings housing the same, the associated auxiliaries and equipment and the step-up substation, with respect to the Existing Units, all as more particularly described in the Application referred to in the recitals to the Existing Unit Ownership Agreement and, with respect to the Additional Units, as more particularly described in the ESP and/or COL applications submitted to the NRC for such Additional Unit; (c) Inventories of materials, supplies, fuel (including the initial nuclear fuel cores),

tools and equipment for use in connection with Plant Vogtle; (d) Such additional land or rights therein as may be acquired, and such additional

facilities and other tangible property as may be acquired, constructed, installed or replaced in connection with Plant Vogtle, provided that (i) the cost of such additional land or rights therein or of such additional facilities or other tangible property shall be properly recordable in accordance with the Uniform System of Accounts, (ii) such additional land or rights therein or such additional facilities or other tangible property shall have been acquired, constructed, installed or replaced for the common use of the Parties and/or Participating Parties under and subject to the provisions of either or both of the Ownership Agreements, and (iii) such additional land or rights therein or such additional facilities or other tangible property (1) shall be necessary in order to construct or complete Plant Vogtle, or to keep Plant Vogtle in good operating

A-6

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION condition or to satisfy the requirements of any governmental agency having jurisdiction over Plant Vogtle, or (2) (A) if such additional interest in land or other property relates solely to the Existing Units, it shall be agreed to by the Parties owning at least an aggregate 85% Ownership Interest in the Existing Units, (B) if such additional interest in land or other property relates solely to the Additional Units, it shall be approved by the Participating Parties owning at least an aggregate 90% Weighted Ownership Interest in the Additional Units, (C) if such additional interest in land or other property relates solely to one of the Additional Units, it shall be approved by the Participating Parties owning at least an aggregate 90% Ownership Interest in such Additional Unit, and (D) if such additional interest in land or other property relates to the Existing Units and the Additional Units, it shall be approved by the Parties owning at least an aggregate 87.5% Weighted Ownership Interest in Plant Vogtle; and (e) Subject to the provisions of Sections 4(b)(i) and 4(b)(ii) of the Existing Units

Ownership Agreement and Section 5.2 of the Additional Units Ownership Agreement, existing intangible property rights and such additional intangible property rights as may be hereafter acquired associated with the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of Plant Vogtle. "Prime Rate" means the prime rate as published in the Money Rates table of the Wall Street Journal. "Pro Rata Interest" means, with respect to each Party, the individual ownership (which ownership percentages may be changed from time to time pursuant to the Existing Units Ownership Agreement) of such Party in the Existing Units as a tenant in common with the other Parties, which as of the date hereof are as follows:

A-7

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Party


GPC

Existing Units
45.7%

OPC MEAG Dalton

30.0% 22.7% 1.6%

"Prudent Utility Practice" means at a particular time any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition; "Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' jurisdiction. "Uniform System of Accounts" means the FERC Uniform System of Accounts prescribed for Public Utilities and Licensees (Class A and Class B) as the same now exist or may be hereafter amended by the FERC or by any governmental agency succeeding to the powers and functions thereof. "Vogtle Unit" means, as the context requires, (a) either or both of the Existing Units; and/or (b) each of the Additional Units, provided, that if the Ownership Interests of the Parties in the Additional Units are identical, then "Vogtle Unit" shall also mean, with respect to the Additional Units, the Additional Units collectively. warranties and the requirements of governmental agencies of competent

A-8

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION "Vogtle Units" means the Existing Units and the Additional Units. "Weighted Ownership Interest in Additional Units" means:
WOIAU = ((FAUMW * FAUOI) + (SAUMW * SAUOI))/(FAUMW + SAUMW)

Where: WOIAU = FAUMW = FAUOI = SAUMW = SAUOI = A Party's weighted ownership interest in the Additional Units The MW nameplate rating of the first Additional Unit A Party's Ownership Interest in the first Additional Unit The MW nameplate rating of the second Additional Unit A Party's Ownership Interest in the second Additional Unit

"Weighted Ownership Interest in Plant Vogtle" means:


WOIPV = ((EUMW * EUOI) + (FAUMW * FAUOI) + (SAUMW * SAUOI))/(FAUMW + SAUMW + EUMW)

Where: WOIPV = EUMW = EUOI = FAUMW = FAUOI = SAUMW = SAUOI = A Party's weighted Ownership Interest in Plant Vogtle The MW nameplate rating of the Existing Units A Party's ownership interest in the Existing Units The MW nameplate rating of the first Additional Unit A Party's Ownership Interest in the first Additional Unit The MW nameplate rating of the second Additional Unit A Party's Ownership Interest in the second Additional Unit

A-9

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION EXHIBIT 1 FORM OF NOTICE OF OPC DEFAULT [Date] Rural Utilities Service

Attn: Administrator Re: Notice of Payment Default by Oglethorpe Power Corporation

Ladies and Gentlemen: This notice is delivered pursuant to Section 5.4(e) of the Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement among Georgia Power Company, Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe"), the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, dated as of April 21, 2006 (the "Agreement"). Capitalized terms used and not defined in this notice are used with the meanings given such terms in the Agreement. This notice informs you that Oglethorpe has failed to make one or more payments due under the Agreement with respect to the [Existing Units/Additional Units] (herein, the "Units") and is accordingly in default of its obligations under the Agreement with respect to the Units. Please be advised that until this payment default has been cured, the following remedial provisions, among others, will be in effect: (a) Oglethorpe will not be permitted to receive any output of capacity and energy from either of the Units, or to exercise any other rights of a Participating Party with respect to either Unit; and The Agent will be entitled to sell all or a portion of Oglethorpe's output of capacity and energy from the Units, and the net proceeds of such sale shall be used by the Agent to pay Oglethorpe's share of unpaid and future Operating Costs.

(b)

These remedial provisions are set forth in Section 5.4 of the Agreement. At RUS's option, RUS may cure this payment default by making payments directly to the Agent. Please contact [name] at [phone number] if you desire to make a payment on Oglethorpe's behalf.

I-1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION

Sincerely, GEORGIA POWER COMPANY, as Agent under the Agreement By: Name: Title:

1-2

Georgia Power Company


DOE Loan Guarantee Application Appendix J.1: Co-Owner Second Amended Nuclear Managing Board Agreement (April 21, 2006) (All Vogtle Units and Plant Hatch) GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-69 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or

by other written communication from Georgia Power Company. This restriction does not limit the Government's
right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION

SECOND AMENDED AND RESTATED NUCLEAR MANAGING BOARD AGREEMENT AMONG GEORGIA POWER COMPANY OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND CITY OF DALTON, GEORGIA DATED AS OF APRIL 21, 2006

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Table of Contents

Page No. A R T IC L E I ..................................................... 1.0 .................................................................................... .. .... ....................... ... ............. 3

D efin itions .........................................

............... 3

A RT IC L E II.......................................................... 2.0

............. ........

................................. . 14

.................................. 14 Nuclear Managing Board ............................................... Establishment and Members of the Nuclear Managing Board.................... 14 2.1 2.2 Authority of the Nuclear Managing Board....................................... ........ 15 ................ 15 2.3 Functions of the Nuclear Managing Board.......................... 2.4 Actions of the Nuclear Managing Board................................... .............. 19 ................... 19 2.5 Chairman of the Nuclear Managing Board...................... 2.6 Duties of the Chairman of the Nuclear Managing Board ............................ 19 2.7 Minutes of Meetings .................................................................................. 21 2 .8 E xp enses ........................ ........................................ ................................... 22 ....................... 22 2.9 Procedures ..................................................................... 2.10 Attendees at Meetings............. ................................................. 22 2.11 Delegation of Authority ...................... .... .......................... 22 2.12 Subcom m ittees ............................................................. ........................ 22 2.13 Special M eetings ........................................................... ....................... 23 .. ..................................................................... 2 4 ....................... 24 ......................... 24

AR T IC L E III ............................................................ 3.0

Responsibilities of the Participants' Agent............................ .................. ............... .............. ........

AR T IC L E IV ................ ............... 4.0

Strategic Plans and Budgets .............................................. .............................. 24 4.1 Strategic Plans ....................... ... ............. .. ..... ......................... 25 4.2 Fuel P lan ............................................... ................................................ 28 4.3 Operation and Maintenance Budget ............................................................. 28 4.4 New Investment Budget ........................................................... 29 4.5 Fuel B udget .................................................................. ........................ 29 ......................................... ........................................................................ 30

AR T IC L E V ....................... 5.0

Inform ation and A ccess............................................ .............................................. 30 5.1 Information to Be Provided to the Participants ............................................ 30 5.2 Input from Participants ......................... ........................ 37 5.3 A ccess to Each Plant ............................ .... ..... ...................................... 38 5.4 Management Audits........................... .............................................. 40 5 .5 C o st A u d its ......................................................................... ........................ 4 1 5.6 Civil Penalties and Meetings ........................................................... 42 5.7 Notification of Claims..............................................................................42

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION ARTIC LE V I ....................... 6.0 . .......................... ............................................ ........... ..... ..................... 42

Recovery of C osts.........................

.................................................. 42

A RT IC L E V II.............................................................. 7.0

........................................................... .......... 43

Relation To Existing Agreements..........................................................43 ............................................................. 46

A R TIC L E V III .............................................................. 8.0

Term, Termination, and Effective Date ..................................................... 46 ........ ..... .................................................................... ............... 46

AR T ICLE IX ........................... 9.0

M iscellaneous......................................................................... ................................. 46 9.1 Required Approvals ..................... ..................................... 46 9.2 Further Assurances................................................... 46 9.3 G overning Law .......................... .................. .......... .............. 46 9.4 Notice................................. ........ .................................................... 46 9.5 Section Headings Not To Affect Meaning ................................................ 48 9.6 T ime of Essence ........................................................... .............................. 48 9.7 Am endm ents................................. ..................... ....... ........................ 48 9.8 Successors and Assigns .................................................. 48 9.9 C ounterparts .................................................... ...... ............................. 49 9.10 Computation of Percentage Undivided Ownership Interest ....................... 49 9.11 Several A greem ents .......................................................... ....................... 49 9.12 Confidentiality................................................................... ......................... 49 9.13 Effect on Joint Committee Agreement..................................................... 52 9.14 Dispute Resolution........................ ......... ........................ 52 9.15 Accounting Methodology.................................................. 57 9.16 R emedies ...................................... .... ..... ............................................ 58 9.17 Operating A gent A uthority.............................................................................59 9.18 Amended and Restated Nuclear Managing Board Agreement Superseded ...................................................... ....................................... 59

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

SECOND AMENDED AND RESTATED NUCLEAR MANAGING BOARD AGREEMENT FOR PLANT HATCH AND PLANT VOGTLE THIS SECOND AMENDED AND RESTATED NUCLEAR MANAGING BOARD AGREEMENT FOR PLANT HATCH AND PLANT VOGTLE is made and entered into as of April 21, 2006 ("Effective Date"), among GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia; OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized and existing under the laws of the State of Georgia; the MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public corporation and an instrumentality of the State of Georgia; and the CITY OF DALTON, a municipal political subdivision of the State of Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners (hereinafter collectively called the "Participants" and individually sometimes called "Participant"). WITNESSETH: WHEREAS, the Participants have previously entered into the Participation Agreements concerning Plant Hatch and Plant Vogtle, pursuant to which OPC, MEAG and Dalton have appointed GPC as their agent in connection with the planning, licensing, design, construction, acquisition, completion, startup, commissioning, management, control, operation, maintenance, renewal, addition, replacement and decommissioning for Plant Hatch and Plant Vogtle (hereinafter the "Agency Functions"); and WHEREAS, the Participants have also previously entered into the Joint Committee Agreement, dated as of August 27, 1976, for the purpose of establishing a Joint Committee to

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION coordinate steps taken to implement and administer the agreements identified in Attachment A to the Joint Committee Agreement including, among others, the Participation Agreements; and WHEREAS, the Participants have also previously entered into the Nuclear Managing Board Agreement, dated as of November 12, 1990, which among other things established a Nuclear Managing Board to coordinate the implementation and administration of the Participation Agreements in lieu of the Joint Committee; and WHEREAS, the Participants replaced the Nuclear Managing Board Agreement with the Amended and Restated Nuclear Managing Board Agreement in order to institute Southern Nuclear as the Operating Agent, for GPC to enter into the Nuclear Operating Agreement and to provide that the Nuclear Managing Board shall have the authority to administer the Nuclear Operating Agreement in the manner hereinafter set forth; and WHEREAS, the Participants have entered into that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units dated as of May 13, 2005, as amended (the "Development Agreement"), whereby the Participants authorized GPC (as Agent) to undertake certain development activities on their behalf and made certain other consents and grants with regard to the development, licensing, engineering, construction, operation and maintenance of the Additional Units, among other things; and WHEREAS, pursuant to Section 1.6 of the Development Agreement, the Participants agreed to negotiate in good faith Definitive Agreements (as defined in the Amended and Restated Operating Agreement), including this Agreement; and

Appendix F.I - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION WHEREAS, the Participants now desire to enter into this Second Amended and Restated Nuclear Managing Board Agreement in order to amend and restate the Amended and Restated Nuclear Managing Board Agreement in its entirety as set forth herein. NOW THEREFORE, in consideration of the premises and the mutual undertakings stated herein, the parties hereto intending to be legally bound do hereby agree as follows: ARTICLE I DEFINITIONS 1.0 Definitions. As used herein, the following terms and phrases shall have,

respectively, the following meanings: 1.1 "Accounting Services Committee" means the subcommittee designated pursuant

to Section 2.12.1 of this Agreement that shall report to the Nuclear Managing Board as described in such Section. 1.2 "Additional Unit" and "Additional Units" have the meaning given such terms in

the Additional Units Ownership Agreement. 1.3 "Additional Units Ownership Agreement" means the Alvin W. Vogtle Additional

Units Ownership Participation Agreement among GPC, OPC, MEAG and Dalton dated April 21, 2006. 1.4 "Affiliate" of any specified entity, means any other entity directly or indirectly

controlling or controlled by or under direct or indirect common control with such specified entity. For purposes of this definition, "control" when used with respect to any entity means the power to direct the management and the policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 1.5 "Agency Functions" means the functions of the Participants' Agent described in

the first recital of this Agreement. 1.6 "Agreement" means this Second Amended and Restated Nuclear Managing Board

Agreement unless the text clearly indicates otherwise. 1.7 "Amended and Restated Operating Agreement" means the Plant Alvin W. Vogtle

Nuclear Units Amended and Restated Operating Agreement among GPC, OPC, MEAG and Dalton dated as of April 21, 2006. 1.8 "Billing Dispute" has the meaning given such term in the Additional Units

Ownership Agreement or the Amended and Restated Operating Agreement, as applicable. 1.9 "Dalton" means the City of Dalton, Georgia, acting by and through its Board of

Water, Light and Sinking Fund Commissioners, and its respective successors and assignees. 1.10 "Designated Representative" means the representative designated by a Participant

to be its "Designated Representative" for the purposes of coordinating inquiries of the Operating Agent pursuant to Section 5.1 of this Agreement and Section 3.3 of the Nuclear Operating Agreement and the representative of the Operating Agent designated to respond to such inquiries. When this Agreement or the Nuclear Operating Agreement provides that the supply of information or any request for information is to be through a Designated Representative, the Operating Agent or any Participant, as applicable, may identify a particular employee to serve as its Designated Representative for any particular category of information where the location or specialized nature of the information makes reliance on a specialized delegate more efficient than relying on the primary Designated Representative, and any such employee so designated shall be deemed the Designated Representative for such purposes. In addition, when this Agreement or the Nuclear Operating Agreement specifies that a Designated Representative is to

Appendix F I - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION have electronic access to information or is to be provided with reports or other information, each Participant may identify a reasonable number of employees to have such access (subject to the access requirements of this Agreement and the Nuclear Operating Agreement) or to be provided with such reports or other information, and any employees so designated shall be deemed Designated Representatives for such purposes. If the Operating Agent or any Participant reasonably finds it cumbersome or impractical to recognize such a delegate or delegates, or determines there are an excessive number of delegates for purposes of providing or receiving the information in question, then such party's Designated Representative may raise an objection to the delegation(s) to the other party's Designated Representative. If the Designated Representatives of the affected Participant and Operating Agent are unable to reach a mutually satisfactory resolution within thirty (30) days, the Operating Agent or the affected Participant may submit the dispute for resolution pursuant to the dispute resolution process set forth in Section 9.14. 1.11 Agreement. 1.12 "Each Plant" means and refers to, as applicable, (a) Plant Hatch, provided that "Development Agreement" has the meaning given such term in the recitals to this

should activities or actions concerning Plant Hatch be undertaken with respect to one or more units of Plant Hatch individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities; (b) the Existing Units and related facilities, equipment, inventory and common facilities, provided that should activities or actions be undertaken with respect to one of the Existing Units individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities; and (c) the Additional Units and related facilities, equipment, inventory and common facilities,

Appendix F.I - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION provided that should activities or actions be undertaken with respect to one of the Additional Units individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities. 1.13 "Existing Units" means Vogtle Unit No. 1 and Vogtle Unit No. 2, as defined in

the Existing Units Ownership Agreement. 1.14 "Existing Units Ownership Agreement" consists of The Alvin W. Vogtle Nuclear

Units Numbers One and Two Purchase and Ownership Participation Agreement among GPC, OPC, MEAG, and Dalton, dated August 27, 1976, as amended January 18, 1977 and February 24, 1977, and a Purchase, Amendment, Assignment and Assumption agreement between GPC and MEAG dated April 9, 1985 as amended. 1.15 1.16 1.17 "Fuel Budget" means the budget described in Section 4.5 hereof. "Fuel Plan" means the plan described in Section 4.2 hereof. "Fuel Services" means work related to supplying and managing the nuclear fuel

for Each Plant including, without limitation, planning, procurement, contract administration, fuel cycle design, fuel core and assembly design, fuel quality assurance, nuclear materials management and all activities relating to procurement, conversion, enrichment, fabrication, transportation, installation, monitoring, repairing, storage, reprocessing and disposal of uranium, nuclear fuel, related materials and waste products. 1.18 "Governmental Authority" means any local, state, regional or federal legislative,

regulatory, administrative, legal, judicial, or executive agency, commission, department or other entity, and any person acting on behalf of any such entity. 1.19 "GPC" means Georgia Power Company, a corporation organized and existing

under the laws of the State of Georgia, and its successors and assigns.

Appendix F. I - Second Ammendcd Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 1.20 "Joint Committee Agreement" means the Joint Committee Agreement among

GPC, OPC, MEAG and Dalton, dated as of August 27, 1976, as amended. 1.21 "Legal Requirements" means all laws, codes, ordinances, orders, judgments,

decrees, injunctions, licenses, rules, permits, approvals, written agreements, regulations and requirements of or issued by every Governmental Authority having jurisdiction over the matter in question, whether federal, regional, state or local, which may be applicable to the Operating Agent or any of the Participants, or to Plant Hatch or Plant Vogtle or any of the real or personal property comprising Plant Hatch or Plant Vogtle, or the Nuclear Operating Services or the use, occupancy, possession, operation, maintenance, construction, decommissioning, acquisition, installation, alteration, replacement, reconstruction or disposal of Each Plant or any part thereof. 1.22 "Major Contract" means (i) any contract for the procurement of a firm supply

(excluding any options) of natural or enriched uranium (U 30 8 or UF 6 ) from foreign or domestic sources over a term of greater than five years and in an aggregate amount of greater than $50 million, (ii) any contract for the procurement from domestic or foreign sources of uranium enrichment services or fuel fabrication services (which may or may not include fuel core design services) over a term of greater than five years and in an aggregate amount of greater than $50 million, (iii) any contract for the procurement of major items of equipment (e.g., steam generators or reactor coolant pumps) in an amount of greater than $30 million for any single item of equipment, (iv) any contract for the procurement of outage services over a term of greater than five years and in an aggregate amount of greater than $50 million, or (v) any contract which will require the expenditure by Southern Nuclear (including any charges associated with a termination of such contract by Southern Nuclear without cause) in an amount of $50 million in any one year or an aggregate amount of $100 million; provided, however, that if any contract

Appendix F.I - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION permits the Operating Agent to cancel such contract on less than one year's advance notice, and the Operating Agent is not obligated to pay a fee or charge for the exercise of such cancellation alone, then the term of such contract for purposes of determining whether such contract is a Major Contract shall be the minimum term which could result if the Operating Agent were to exercise such cancellation right. 1.23 "MEAG" means the Municipal Electric Authority of Georgia, a public

corporation and an instrumentality of the State of Georgia, and its successors and assigns. 1.24 1.25 "New Investment Budget" means the budget described in Section 4.4 hereof. "New Investment Services" means work undertaken with respect to Each Plant

that relates to the planning, design, licensing, acquisition, construction, completion, renewal, improvement, addition, replacement, repair, enlargement or modification of any Unit of Property as described in the Retirement Unit Manual of the Southern Electric System, including any amendments thereof as may from time to time be appropriate or necessary to comply with Legal Requirements, under circumstances where expenditures for such work are to be capitalized in accordance with the Electric Plant Instructions of the Uniform System of Accounts prescribed for Class A and B Public Utilities and Licensees by the Federal Energy Regulatory Commission. 1.26 "NRC" means the United States Nuclear Regulatory Commission or any

successor agency authorized to regulate and license utilization facilities pursuant to the Atomic Energy Act of 1954 as amended. 1.27 "Nuclear Interface Procedure" has the meaning assigned in Section 2.5 of the

Nuclear Operating Agreement. 1.28 "Nuclear Managing Board" means the board established pursuant to Section 2.1

of this Agreement.

Appendix F.I - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 1.29 "Nuclear Operating Agreement" means that certain Amended and Restated

Nuclear Operating Agreement Between Georgia Power Company and Southern Nuclear Operating Company, Inc., dated as of April 21, 2006, for the procurement of Nuclear Operating Services for the operation and maintenance of Plant Hatch, the Existing Units and Additional Units as it may be amended from time to time. 1.30 "Nuclear Operating Services" means New Investment Services, Fuel Services,

and Operation and Maintenance Services with respect to Each Plant. 1.31 "OPC" means Oglethorpe Power Corporation (An Electric Membership

Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia formerly known as Oglethorpe Electric Membership Corporation, and its successors and assigns. 1.32 "Operating Agent" means the entity licensed by the NRC to operate and maintain

Each Plant. As of the Effective Date, Southern Nuclear is the Operating Agent hereunder. 1.33 hereof. 1.34 "Operation and Maintenance Services" means work for the Participants relating to "Operation and Maintenance Budget" means the budget described in Section 4.3

the possession, management, control, start up, operation, availability, production of energy, maintenance, modification, shutdown, retirements, and decommissioning, including, but not limited to, any planning, design, engineering, labor, procurement of materials and supplies, materials management, quality assurance, training, security, environmental protection, and handling of any source material, special nuclear material or by-product material together with maintaining or obtaining licenses and regulatory approvals related thereto, governmental affairs or regulatory relationships, and all other activity that is not included in or performed as New

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Investment Services or Fuel Services, but which is required for the operation and maintenance of Each Plant or that may be required to comply with Legal Requirements. 1.35 1.36 "Operational Information" has the meaning given such term in Section 5.1 hereof. "Ownership Agreements" means the Existing Units Ownership Agreement and

the Additional Units Ownership Agreement. 1.37 "Participant" or "Participants" means with respect to Each Plant, any, some or all

of the parties to this Agreement owning an Undivided Ownership Interest in such plant. 1.38 "Participating Parties" means the Participants having an Undivided Ownership

Interest in either or both of the Additional Units. 1.39 "Participants' Agent" means GPC acting on its own behalf and as agent for the

other Participants in accordance with the Participation Agreements, or any successor to that role appointed pursuant to the applicable Participation Agreements. 1.40 "Participation Agreements" means the following construction, purchase and

ownership, and operating contracts concerning Plant Hatch and Plant Vogtle: The Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between GPC and OPC, dated as of January 6, 1975, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Agreement of Construction between GPC and MEAG, dated as of August 27, 1976, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between GPC and MEAG, dated August 27, 1976; The Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement, dated as of August 27, 1976, between GPC and Dalton, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Agreement of Construction, dated as of August 27, 1976, between GPC and Dalton, as heretofore or hereafter amended;

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among GPC, OPC, MEAG and Dalton, dated as of August 27, 1976, as heretofore or hereafter amended; The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase, Amendment, Assignment and Assumption Agreement between GPC and MEAG, dated as of November 16, 1983, as amended by Amendment Number One thereto dated as of April 9, 1985 as heretofore or hereafter amended; The Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton, dated as of May 12, 2005; The Alvin W. Vogtle Additional Units Ownership Participation Agreement between GPC, OPC, MEAG and Dalton, dated as of April 21, 2006, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Operating Agreement between GPC and OPC, dated as of January 6, 1975, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Operating Agreement between GPC and Dalton, dated as of August 27, 1976, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Operating Agreement between GPC and MEAG, dated as of August 27, 1976, as heretofore or hereafter amended; and The Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement, dated as of April 21, 2006, among GPC, OPC, MEAG and Dalton as heretofore or hereafter amended. 1.41 "Plant Hatch" means the Edwin I. Hatch Nuclear Plant, Units 1 and 2, as

described more fully in paragraph one and Exhibits Bi and B2 of that certain Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between Oglethorpe and GPC dated as of January 6, 1975. 1.42 "Plant Vogtle" has the meaning given such term in the Amended and Restated

Operating Agreement. 1.43 "Plant Vogtle Cost Allocation Procedures" or "Cost Allocation Procedures"

means the methods and procedures for tracking and allocating costs at Plant Vogtle in

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION accordance with the standards set forth in Section 5.0 of the Development Agreement, as the same may be revised. 1.44 "Prudent Utility Practice" means at a particular time any of the practices, methods

and acts engaged in or approved by a significant portion of the electric utility industry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. "Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties and the requirements of governmental agencies of competent jurisdiction. 1.45 "Requisite Owner Action" means, except as otherwise provided in Section 9.10

hereof, (a) with respect to Plant Hatch or the Existing Units, the written approval or disapproval, as the case may be, by those Participants which collectively own Undivided Ownership Interests in Plant Hatch or the Existing Units, as applicable, in the aggregate proportion of not less than eighty-five percent (85%); and (b) with respect to the Additional Units, the written approval or disapproval, as the case may be, by those Participants which collectively own a Weighted Ownership Interest in the Additional Units (as defined in the Additional Units Ownership Agreement) in the aggregate proportion of not less than ninety percent (90%) provided, however, that as to any activities or actions undertaken with respect to only one of the Additional Units or any facilities, equipment, or inventory relating solely to one of the Additional Units, then "Requisite Owner Action" shall mean the written approval or disapproval, as the case may be, by

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION those Participants which collectively own an Undivided Ownership Interest in such Additional Unit in the aggregate proportion of not less than ninety percent (90%). In each case, such written approval or disapproval may be signified by the signatures of the members of the Nuclear Managing Board who represent such Participants and are not precluded in participating or taking action pursuant to Section 9.10 hereof to any resolution or motion acted upon by the Nuclear Managing Board pursuant to Section 2, or by approval of the minutes of any Nuclear Managing Board meeting. The failure to obtain any approval by Requisite Owner Action in any instance where such approval is required by the terms of this Agreement shall constitute disapproval. 1.46 Agreement. 1.47 "Southern Electric System" means the electric utility operating company "Services Plan" has the meaning assigned in Section 2.5 of the Nuclear Operating

subsidiaries of The Southern Company and Southern Services, collectively. 1.48 "Southern Nuclear" means Southern Nuclear Operating Company, Inc., a

corporation, organized and existing under the laws of the State of Delaware, and its successors and assigns. 1.49 "Southern Services" means Southern Company Services, Inc., a corporation

organized and existing under the laws of the State of Alabama, and its successors and assigns. 1.50 4.1 hereof. 1.51 "The Southern Company" means The Southern Company, a corporation "Strategic Plan" means the plan containing the information described in Section

organized and existing under the laws of the State of Delaware, the subsidiaries of which include, but are not limited to, GPC, Southern Nuclear and Southern Services.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5.U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 1.52 "Undivided Ownership Interest" means the interest each Participant owns as a

tenant in common with the other Participants in Each Plant. As of the Effective Date, the Undivided Ownership Interest of each of the Participants in Plant Hatch and the Existing Units is as follows: Participant GPC OPC MEAG Dalton Plant Hatch 50.1% 30.0% 17.7% 2.2% Existing Units 45.7% 30.0% 22.7% 1.6%

The Undivided Ownership Interest, if any, of each of the Participants in the Additional Units will be the Weighted Ownership Interest in the Additional Units (as defined in the Additional Units Ownership Agreement) determined from time to time as set forth in the Additional Units Ownership Agreement and the Development Agreement. The Undivided Ownership Interest, if any, of each of the Participants in an Additional Unit will be the Ownership Interest (as defined in the Additional Units Ownership Agreement) in such Additional Unit determined from time to time as set forth in the Additional Units Ownership Agreement and the Development Agreement. ARTICLE II 2.0 2.1 Nuclear Managing Board. Establishment and Members of the Nuclear Managing Board. There has been

established a Nuclear Managing Board, which consists of a member and an alternate designated by each Participant. As of the effective date of this Agreement, the Nuclear Managing Board shall have the authorities, powers, and functions hereinafter provided. Each Participant having given written notice of its designated member and alternate to all other Participants, each

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Participant may change its designated member or alternate effective upon delivery of written notice of such change to the other Participants. Each member of the Nuclear Managing Board shall be authorized to represent the Participant which appointed him or her and shall have the authority to obligate such Participant as hereinafter provided or as may otherwise be granted by such Participant in writing, a copy of which writing shall be furnished to all other members of the Nuclear Managing Board. In the event any member of the Nuclear Managing Board is unable to attend any meeting of the Nuclear Managing Board, the designated alternate for such member shall have the full power and authority of such member to act for and obligate the Participant which such member represents. 2.2 Authority of the Nuclear Managing Board. The Nuclear Managing Board shall

have all authority and power necessary to perform the functions delegated to it by Section 2.3 hereof and any other authority explicitly delegated to it by this Agreement. Such authority shall be exercised by the Nuclear Managing Board in the manner as hereinafter provided in this Agreement. 2.3 Functions of the Nuclear Managing Board. The Nuclear Managing Board shall

perform the following functions: 2.3.1 Implement and administer the Participation Agreements in accordance

with the terms of such agreements, respectively. 2.3.2 Administer the Nuclear Operating Agreement, which the Nuclear

Managing Board has approved. Approve by Requisite Owner Action i) any amendment of such agreement and any other contract between the Participants' Agent and Southern Nuclear whereby Southern Nuclear performs Nuclear Operating Services for and on behalf of the Participants' Agent and all changes to any such contract, and ii) a consent by

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION the Participants' Agent to any assignment made pursuant to Section 11.3 of the Nuclear Operating Agreement; provided that approval of any of the foregoing which is necessary to comply with Legal Requirements shall not be unreasonably withheld. 2.3.3 Review and provide input to the Operating Agent prior to execution of

(and the Participants may audit from time to time pursuant to Section 5.4 hereof) any of the following agreements and any amendments thereof, provided that the Operating Agent shall have full authority to execute such agreements or amendments in its sole discretion after giving consideration to any comments of the Nuclear Managing Board or any member thereof: 2.3.3.1 All Services Plans between Southern Nuclear and the Participants' Agent; 2.3.3.2 Except as to any agreement for which Nuclear Managing Board approval is required hereunder, any agreement between Southern Nuclear and any Affiliate entered into after the effective date of the Nuclear Operating Agreement. Southern Nuclear shall give timely notice to each Participant of the initiation of any proceeding before any Governmental Authority having jurisdiction for the purpose of reviewing amendments to existing contracts or any new contract between Southern Nuclear and any of its Affiliates and shall not contest the standing of any Participant to intervene in any such proceeding. 2.3.4 Approve by Requisite Owner Action the following actions or functions of

the Operating Agent. 2.3.4.1 The execution of any Major Contract; provided, however, that if approval by Requisite Owner Action is not obtained after any such Major

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Contract has been submitted to the Nuclear Managing Board, then any Participant may request that such Major Contract be submitted to the chief executive officers (CEOs) of the Participants for resolution by Requisite Owner Action. 2.3.4.2 The taking of any action by the Operating Agent with respect to the sale, lease or disposal of any real or personal property owned individually or jointly by any or all of the Participants; provided, however, that Nuclear Managing Board approval shall not be required before the Operating Agent takes any action to replace any facilities, equipment or materials with facilities, equipment or materials, as the case may be, of like kind and of value at least equal to that of the replaced facilities, equipment or materials; and provided further that this Section 2.3.4.2 shall not apply to actions taken pursuant to (a) NRC regulations respecting decommissioning (i.e., 10 C.F.R. 50.75 or 50.82, or any successor regulations thereto), or (b) a decision to retire either or both units of Each Plant made in accordance with the Participation Agreements. Nothing in this Section 2.3.4.2 shall be construed as an authorization by the Nuclear Managing Board for the Operating Agent to take any action inconsistent with plans and budgets adopted in accordance with Article IV hereof. 2.3.5 Conduct or undertake such studies, investigations or audits which the

Nuclear Managing Board determines are appropriate or useful in carrying out its responsibilities or functions. The Nuclear Managing Board may employ independent consultants or utilize the personnel or other resources of any Participant or the Operating Agent for such studies, investigations or audits. The costs of such studies, investigations

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION or audits allocable to Each Plant shall be borne by the Participants in the proportion of their respective ownership shares of such plant. 2.3.6 Review and approve, disapprove or revise and approve the Strategic Plan,

the Fuel Plan, the Operation and Maintenance Budget, the New Investment Budget and the Fuel Budget to be submitted annually by the Operating Agent, all pursuant to Sections 4.0 through 4.5 hereof. 2.3.7 Perform those functions described in Sections 4.0, 4.1,4.3, 4.4, 4.5, 5.1,

5.2, 9.14, and 9.15 hereof. 2.3.8 Approve any change from the existing plant basis of allocation of costs in

the Southern Nuclear Cost Allocation Manual or the Plant Vogtle Cost Allocation Procedures by Requisite Owner Action; provided, however, that approval of changes caused by Legal Requirements shall not be unreasonably withheld. 2.3.9 Approve the decommissioning plan for Each Plant, filed by the Operating

Agent with the NRC, pursuant to 10 C.F.R. 50.75(f) or 10 C.F.R. 50.82, or any successor NRC regulation or pursuant to any other Legal Requirements, by Requisite Owner Action; provided, however, that approval of a decommissioning plan that meets Legal Requirements shall not be unreasonably withheld. 2.3.10 Approve by Requisite Owner Action the Nuclear Interface Procedure whereby GPC or any other Affiliate of Southern Nuclear will provide support services as shall be described in written Services Plans, which shall be subject to Nuclear Managing Board review and input pursuant to Section 2.3.3 hereof. 2.3.11 Perform such other functions as the Participants may in writing delegate to the Nuclear Managing Board.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 2.4 Actions of the Nuclear Managing Board. In performing the functions described in

Section 2.3 hereof, the Nuclear Managing Board shall act by unanimous vote of all members not ineligible to participate in any action pursuant to Section 9.10 hereof except as otherwise provided (i) in Sections 2.3.2, 2.3.3, 2.3.4, 2.3.8, 2.3.9, 2.3.10, 4.0, 4.1, 4.3, 4.4 and 4.5 hereof or (ii) by any of the Participation Agreements, or (iii) any other written agreements as may hereinafter be entered into by all of the Participants. If at any time all Participants do not have Undivided Ownership Interests in Each Plant, then action taken (including any votes or reviews) by the Nuclear Managing Board with respect to any such plant shall only be taken by the Participants with an Undivided Ownership Interest in such plant. 2.5 Chairman of the Nuclear Managing Board. The Chairman of the Nuclear

Managing Board shall be a member of the Nuclear Managing Board elected by a majority of the members of the Nuclear Managing Board for a term of twelve consecutive months. On the expiration of such term, the succeeding Chairman shall be a member of the Nuclear Managing Board elected by a majority vote of the members of the Nuclear Managing Board. There shall be no restriction upon the number of terms to which any member of the Nuclear Managing Board may be elected to serve as Chairman; provided that no member or no member and his or her predecessor representing a single Participant shall be eligible for election as Chairman for more than two successive terms without the consent of all members of the Nuclear Managing Board. 2.6 Duties of the Chairman of the Nuclear Managing Board. The Chairman of the

Nuclear Managing Board shall have the following duties: 2.6.1 Schedule meetings of the Nuclear Managing Board at such time and place

as the Chairman may determine but not less frequently than once every two months unless all members of the Nuclear Managing Board shall otherwise agree. With the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION consent of all members, any meeting of the Nuclear Managing Board may be conducted by telephone conference and any members of the Nuclear Managing Board may participate in any meeting by telephone. 2.6.2 Provide notice to all other members of the Nuclear Managing Board of

each scheduled Nuclear Managing Board meeting thirty (30) days in advance of such meeting except in emergencies or unless all members consent to any shorter notice. 2.6.3 Provide all other members of the Nuclear Managing Board with a copy of

each resolution or motion which the Chairman or any other member proposes to submit to the Nuclear Managing Board for action at any meeting of the Nuclear Managing Board at least five (5) business days prior to such meeting, provided such time requirement may be waived by the unanimous vote of all Nuclear Managing Board members at such meeting. 2.6.4 Preside at each Nuclear Managing Board meeting and conduct all Nuclear

Managing Board meetings in accordance with the procedures and rules established in accordance with Section 2.9 hereof. 2.6.5 Establish the agenda for each Nuclear Managing Board meeting, including

such items or matters as the Chairman shall deem appropriate or as may be requested by any other member of the Nuclear Managing Board. 2.6.6 Notify all members of the Nuclear Managing Board of the agenda for each

meeting as much in advance of such meeting as may be possible, but in any event not less than five (5) business days before such meeting. 2.6.7 Appoint a secretary for the Nuclear Managing Board who shall (i) prepare

a draft of the minutes of each Nuclear Managing Board meeting and deliver or mail a

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION copy of such draft minutes to each member of the Nuclear Managing Board within five (5) business days after the close of each meeting of Nuclear Managing Board and (ii) take custody of and maintain the records of all Nuclear Managing Board meetings. 2.7 Minutes of Meetings. The minutes of each Nuclear Managing Board meeting

shall record the following: 2.7.1 2.7.2 2.7.3 The date, time and place of the meeting; The agenda of the meeting and the items or matters discussed; The resolutions and motions approved, actions approved, agreements reached and decisions made by the Nuclear Managing Board, including the votes of the members of the Nuclear Managing Board on each of such resolutions, motions, actions, agreements and decisions; 2.7.4 The date, time and place of the next meeting of the Nuclear Managing Board to be scheduled. Provided, (1) the minutes of any meeting of the Nuclear Managing Board shall not include any position advanced by any member on any matter which was not adopted by the Nuclear Managing Board at such meeting for any reason, and (2) any written resolution or motion respecting a budget or Strategic Plan submitted to and approved by the Nuclear Managing Board shall be immediately effective and binding upon the Participants when the requisite number of members have affixed their signatures to such resolution or motion. At the next succeeding regular meeting at which each Participant is represented, the members of the Nuclear Managing Board in attendance shall consider the minutes of the preceding regular or called meeting and if they are found in order, shall signify approval of the minutes by affixing their signatures to same.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 2.8 Expenses. Each Participant shall be responsible for the personal expenses of its

member and alternate of the Nuclear Managing Board at any Nuclear Managing Board meeting. General meeting expenses shall be the responsibility of the Participant whose member is serving as Chairman at the time the meeting is held. All other expenses necessary in the performance of the Nuclear Managing Board functions shall be allocated and paid as determined by the Nuclear Managing Board. 2.9 Procedures. The Nuclear Managing Board shall develop and adopt and from time

to time modify manuals or procedures as may be appropriate for the conduct of its meetings and the performance of its functions. 2.10 Attendees at Meetings. Attendance at meetings of the Nuclear Managing Board

shall not be limited to members of the Nuclear Managing Board, but the Participants recognize the practical necessity of limiting the participation of attendees at any Nuclear Managing Board meeting who are not members to those who are expected to take an active part on the agenda for such meeting. Subject to Legal Requirements, the Chairman, on his own motion or at the request of any member may conduct any portion of any meeting in executive session at which attendance may be restricted to members or their respective alternates and persons invited by the Chairman. 2.11 Delegation of Authority. The Nuclear Managing Board shall not delegate its

authority to others. 2.12 Subcommittees. The Nuclear Managing Board shall have the authority to appoint

and charge subcommittees to study and make recommendations on any subject. The purpose, charge and duty of each subcommittee so appointed shall not exist for more than one year unless reappointed by the Nuclear Managing Board.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 2.12.1 Accounting Services Committee. The Nuclear Managing Board hereby designates the Accounting Services Committee (established pursuant to the Plant Vogtle Cost Allocation Procedures) as a subcommittee under this Agreement to (a) oversee the continued application and suggested revision of the Plant Vogtle Cost Allocation Procedures and (b) review Billing Disputes submitted to the Accounting Services Committee pursuant to the Additional Units Ownership Agreement or the Amended and Restated Operating Agreement. With respect to the Cost Allocation Procedures, the Accounting Services Committee is a forum for reviewing such procedures and discussing the appropriate cost allocation practices that are consistent with the general principles stated therein, and does not have the authority to make decisions with regard to cost allocation, such authority resting solely with the Nuclear Managing Board pursuant to Section 2.3.8. 2.13 Special Meetings. The Chairman shall call a special meeting of the Nuclear

Managing Board (a) at least once after February 1 of each year, and on or prior to March 1 of such year, for review and discussion of the proposed Strategic Plan and any progress toward finalizing the Strategic Plan to be submitted to the Nuclear Managing Board; (b) to be held within fifteen (15) days following the date that each Strategic Plan, Operation and Maintenance Budget, New Investment Budget and Fuel Budget, as applicable, was submitted to the Nuclear Managing Board for approval, for review and discussion of each proposed Strategic Plan, Operation and Maintenance Budget, New Investment Budget and Fuel Budget, as applicable; and (c) upon the request of any member of the Nuclear Managing Board to review a new matter of imminent, substantial importance to Plant Hatch or Plant Vogtle (or any unit thereof), provided the Chairman concurs in the necessity and appropriateness of such special meeting. The

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Chairman shall provide not less than seven (7) days notice of any special meeting to the members of the Nuclear Managing Board unless the members of the Nuclear Managing Board consent to shorter notice or an unanticipated exigency arises (and in such exigent circumstances the members of the Nuclear Managing Board will be provided as much advance notice as possible). ARTICLE III 3.0 Responsibilities of the Participants' Agent. GPC shall continue to be the

Participants' Agent and responsible for its Agency Functions under the Participation Agreements for so long as they shall remain in effect or until GPC has been removed as the Participants' Agent pursuant to the terms of such agreements. Upon request from any member of the Nuclear Managing Board, the Participants' Agent shall advise the Nuclear Managing Board if additional amounts or scope of coverage of nuclear decontamination and property damage insurance are available to an individual Participant beyond that obtained by the Participants' Agent for Each Plant pursuant to the Participation Agreements; and, at the request of any Participant's member of the Nuclear Managing Board, the Participants' Agent shall obtain such additional amount or greater scope of coverage for such Participant as may be requested and available; provided that any increase in cost, including without limitation premiums or retrospective premium calls, arising from such additional amount or greater scope of coverage shall be for the account of such Participant. ARTICLE IV PLANS AND BUDGETS 4.0 Strategic Plans and Budgets. Strategic Plans, Fuel Plans and budgets shall be

prepared and shall be submitted by the Operating Agent to the Nuclear Managing Board as

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION provided in this Article IV. Plans and budgets shall conform to the requirements and guidelines stated in Appendix "A" attached hereto and made a part hereof and any revisions of such appendix as may be approved by the Nuclear Managing Board. Within thirty (30) days after submittal, each Strategic Plan, Fuel Plan, Operation and Maintenance Budget, New Investment Budget, and Fuel Budget shall be approved, or revised and approved, by Requisite Owner Action or disapproved by the Nuclear Managing Board. In the event that the Nuclear Managing Board disapproves any plan or budget (except when such disapproval is by Requisite Owner Action) within thirty (30) days after submittal, then the item(s) in dispute respecting any plan or budget shall be submitted to the dispute resolution process set forth in Section 9.14. 4.1 Strategic Plans. A Strategic Plan for the following calendar year for Each Plant

consisting of six elements described in Sections 4.1.1 through 4.1.6 shall be submitted by the Operating Agent to the Nuclear Managing Board by April 15 of each year. The Nuclear Managing Board shall separately consider, and following such consideration, separately approve by Requisite Owner Action, or separately disapprove, any individual project which is classified as a planned improvement project pursuant to Section 4.1.4 below, but shall otherwise approve or disapprove each Strategic Plan in its entirety. In the event the Nuclear Managing Board shall by Requisite Owner Action disapprove any Strategic Plan in its entirety, the Operating Agent shall as promptly as possible, submit a revised Strategic Plan to the Nuclear Managing Board for approval or disapproval. In the event the Nuclear Managing Board shall by Requisite Owner Action disapprove separately one or more planned improvement projects of any Strategic Plan, the Operating Agent may submit to the Nuclear Managing Board for approval or disapproval a revision of such Strategic Plan with adjustments in any other element that may be affected by the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION deletion of such disapproved planned improvement projects. The six elements of each Strategic Plan are described in the following Sections 4.1.1 through 4.1.6. 4.1.1 Five-year Operating and Planned Outage Schedule. This schedule

shall identify the scheduled operating cycles and planned outages for refueling, maintenance and other work during the succeeding five years. The schedule shall describe in reasonable detail the time and duration of each planned outage and the maintenance and other work planned to be performed during such outage. 4.1.2 Availability and Performance Goals and Strategic Objectives. This

section shall contain overall performance goals which have been established for Each Plant, including, without limitation, goals relating to unit availability. This section shall also include a discussion of strategic objectives for Each Plant and progress toward such objectives. 4.1.3 Planned Mandatory Projects. A mandatory project is any project

with a total estimated cost in excess of one million dollars or such greater amount as the Nuclear Managing Board may establish, including any modification, addition or program, which is needed in order to support normal operations (including, without limitation, facilities for spent fuel storage) in accordance with Prudent Utility Practice or in order to comply with regulatory or safety requirements. The associated schedule and estimated annual funding requirements shall be included. 4.1.4 Planned Improvement Proiects. An improvement project is any

project with a total estimated cost in excess of one million dollars or such greater amount as the Nuclear Managing Board may establish, including any

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION modification, addition, or program, which is not mandatory as defined in Section 4.1.3 hereof. Examples of such projects include efforts to improve plant performance or conditions such as improved plant capacity or efficiency, enhanced working conditions, and appearance. The associated schedule and estimated annual funding requirements shall be included. No expenditures or contractual commitments with respect to planned improvement projects shall be made until the Participants have had an opportunity to review such planned improvement project and, if necessary, the dispute resolution process of Section 9.14 arising from failure to approve such project by Requisite Owner Action shall have been completed. 4.1.5 Authorized Level of Staffing. This section shall provide the

current authorized number and actual previous year end number of permanent staff positions in the organization of the Operating Agent which are assigned to Each Plant. Such number of positions shall be broken down by functional areas (e.g., operations, maintenance, administrative, technical, corporate support), shall include positions which are located either on-site or off-site, and shall include all positions regardless of the actual employer. This section shall also show any planned changes in such authorized number of positions over the succeeding five years. 4.1.6 Low Level Radioactive Waste Disposal. This section shall provide

information respecting plans for disposal or reduction, or both, of low level radioactive wastes generated at Each Plant, including any plans for onsite disposal.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 4.2 Fuel Plan. A ten (10) year Fuel Plan for Plant Hatch, the Existing Units and the

Additional Units shall be submitted to the Nuclear Managing Board by September 15 of each year. Each Fuel Plan shall describe in reasonable detail each action or contemplated action and payment and the dates thereof, core usage and design bum up, estimated fueling dates and the energy expected to be generated by each unit for each fuel period of the Fuel Plan, a cash flow analysis of forecasted expenditures and credits for each Participant for each major component of the fuel cycle by years, and cash flow by months for the first five (5) years. Each Fuel Plan will provide the ten (10) year forecasted nuclear fuel bur rate in dollars per megawatt-hour ($/MWh) electric, not including spent fuel disposal or other such fees, for each unit. Each Fuel Plan will also provide the following information with respect to the spent fuel at Each Plant: the existing spent fuel storage capacity; the current spent fuel inventory; the projected date when the spent fuel storage capacity will be fully utilized; the projected dates when shipments of spent fuel for disposal will commence; and the projected date when additional spent fuel storage capacity may have to be provided. 4.3 Operation and Maintenance Budget. By August 15 of each year, the Operating

Agent shall submit to the Nuclear Managing Board a written Operation and Maintenance Budget estimate of the costs of Operation and Maintenance Services for Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years. Such budget estimate and forecast shall be based on the'Strategic Plan unless the Operating Agent determines that deviations from the Strategic Plan are appropriate, in which case, the Operating Agent shall identify such deviations to the Nuclear Managing Board. The budget estimate shall separately enumerate non-outage and outage Operation and Maintenance costs and also the Operating Agent's and Participants' Agent's administrative and general costs. The Nuclear Managing

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Board may, by Requisite Owner Action, approve or disapprove each budget in its entirety. In the event the Nuclear Managing Board shall by Requisite Owner Action disapprove an entire budget, the Operating Agent shall as promptly as possible, submit a revised budget to the Nuclear Managing Board for approval or disapproval. Each budget shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. 4.4 New Investment Budget. By August 15 of each year, the Operating Agent shall

submit to the Nuclear Managing Board a written New Investment Budget estimate of the cost of New Investment Services for Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years. Such budget estimate and forecast shall be based on the Strategic Plan unless the Operating Agent determines that deviations from the Strategic Plan are appropriate, in which case, the Operating Agent shall identify such deviations to the Nuclear Managing Board. The Nuclear Managing Board may, by Requisite Owner Action, approve or disapprove each budget in its entirety. In the event the Nuclear Managing Board shall by Requisite Owner Action disapprove an entire budget, the Operating Agent shall as promptly as possible, submit a revised budget to the Nuclear Managing Board for approval or disapproval. Each budget shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. 4.5 Fuel Budget. By August 15 of each year, the Operating Agent shall submit to the

Nuclear Managing Board a written Fuel Budget estimate of the costs of Fuel Services for Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years. The Nuclear Managing Board may, by Requisite Owner Action, approve or disapprove each budget in its entirety. In the event the Nuclear Managing Board shall by Requisite Owner Action disapprove an entire budget, the Operating Agent shall as promptly as

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION possible, submit a revised budget to the Nuclear Managing Board for approval or disapproval. Each budget shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. ARTICLE V INFORMATION 5.0 Information and Access. The Participants' Agent shall furnish or cause to be

furnished information, access to information and access to Each Plant and the offices of the Operating Agent as follows: 5.1 Information to Be Provided to the Participants. Each of the Participants' Agent

and the Operating Agent, as appropriate, will provide the Participants with all information in its possession or control relating to the operation, maintenance, renewal, addition, replacement, modification, decommissioning and/or disposal of Each Plant, and the cost of New Investment Services, Operation and Maintenance Services, and Fuel Services to be paid by the Participants (the "Operational Information"), with the objective of assuring that the Participants remain fully informed in a timely manner with respect to matters that could impact decisions made or to be made by the Nuclear Managing Board, the Operating Agent, the Participants' Agent or the Participants under this Agreement or any applicable Participation Agreement. In furtherance of such objective, three categories of information, i.e., Formal Routine, Formal Non-routine, and Informal, shall be provided to each member of the Nuclear Managing Board or to the Participants, which to the maximum extent possible shall be provided electronically as provided in Section 5.1.4.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 5.1.1 Formal Routine Information. In addition to the Strategic Plan and budget

information provided routinely pursuant to Article IV, information in this category includes: 5.1.1.1 Energy Estimate - By August 15 of each year, the Operating Agent will furnish a written energy estimate for Each Plant and unit projecting the estimated generation for each unit during the succeeding five calendar years, using the best available data at the time. 5.1.1.2 Benchmark Performance Data - At the time of submittal of each Strategic Plan, the Operating Agent will also furnish a comparison of the performance of Each Plant and unit relative to other similar units and plants in the United States using performance indicators, including, without limitation, the unit cost of generation, in common use in the nuclear industry or as may be specified by the Nuclear Managing Board. Each month, the Operating Agent will furnish a comparison of the performance of Each Plant and unit for the preceding month relative to the Institute of Nuclear Power Operations ("INPO") performance index (both component and aggregate) to the extent such index is available for such month at such time. 5.1.1.3 Plant Budget Reports - The Operating Agent will furnish monthly data showing actual costs for Operation and Maintenance Services (broken out by outage and non-outage expense and Operating Agent administrative and general expense), New Investment Services, and Fuel Services at Each Plant and unit with comparisons to the respective budgets for such services. These reports will

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION normally be provided on an electronic database (pursuant to Section 5.1.4) at the Operating Agent transaction level by the end of the succeeding month. 5.1.1.4 Plant and Unit Specific Strategic Plan Reports - The Operating Agent will furnish monthly data showing actual performance for Each Plant or unit (as appropriate) compared to goals and strategic objectives contained in the Strategic Plan for Each Plant or unit (as appropriate) on at least a bimonthly basis; provided, that the Operating Agent will endeavor to provide such reports on a monthly basis. These reports normally will be provided using e-mail by the end of the succeeding month. 5.1.1.5 INPO Evaluations and Assessments - The Operating Agent will make available for review by the Designated Representatives of each Participant copies of evaluations and assessments of Each Plant by the INPO. 5.1.1.6 NRC and INPO Meetings - Each member of the Nuclear Managing Board will be notified by the Operating Agent and appropriate representatives of each Participant may attend executive exit meetings of INPO and the NRC as observers. Attendance by Participant representatives as observers at other NRC & INPO meetings with the Operating Agent will be permitted unless (i) such attendance is contrary to the policies of NRC or INPO, or (ii) the management of the Operating Agent requests that Participant representatives not attend in which event any Participant may invoke the procedures specified in Section 5.3.3 hereof. 5.1.1.7 Audit Reports - The Operating Agent will make available for review by the Participants copies of financial or accounting reports concerning

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Each Plant containing the results of audits by or for GPC, Southern Nuclear, Southern Services or any Affiliate of The Southern Company, for any Participant or its Affiliates, or by any regulatory agency. 5.1.1.8 Correspondence to and from NRC - The Operating Agent shall furnish to any Participant's Designated Representative at his or her request copies of all correspondence to and from the NRC concerning Each Plant. 5.1.1.9 Correspondence to and from Georgia Environmental Protection Division - The Operating Agent shall furnish to any Participant's Designated Representative at his or her request all correspondence to and from the Georgia Environmental Protection Division concerning Each Plant. 5.1.1.10 Meetings with the Nuclear Managing Board - In order to assure that the members of the Nuclear Managing Board are informed as to the status of operations at Each Plant, an officer of the Operating Agent, together with any employees or consultants of the Operating Agent as such officer may designate, shall attend each meeting of the Nuclear Managing Board. At such meetings the Operating Agent shall present information concerning plant performance, the status and condition of Each Plant and unit (if appropriate), including review of problem status reports, events that are significant to plant operations, capital projects and year to date budget performance and end of year projections, to convey an overview of Each Plant and its operations and to address items on the agenda for the meeting of the Nuclear Managing Board. The Operating Agent will inform the Nuclear Managing Board of events which are affecting or may affect the availability of any unit at Each Plant.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 5.1.1.11 Incentive Compensation Plan - The Operating Agent shall provide to each member of the Nuclear Managing Board a copy of the incentive compensation plan for its employees described in Section 2.6.1 of the Nuclear Operating Agreement and, with respect to each amendment or revision of such plan, Operating Agent shall consider any comments as may be offered by the Nuclear Managing Board or such member respecting such plan, but shall have full authority to implement such plan when in its sole discretion it decides it is appropriate to do so. Notwithstanding any other provision of this Agreement, the Operating Agent shall not provide copies of or access to Safeguards Information, as defined in 10 CFR 73.2, to any member of the Nuclear Managing Board, or to any Participant or its employees, agents or contractors unless the Operating Agent is reasonably assured that the provision of such copies or access will not violate 10 CFR 73.21 and the person receiving such copies or access can and will comply with paragraphs (b) through (i) of 10 CFR 73.21. Information supplied to any member under this Agreement shall not be used in any manner that (a) would compromise any part of the safeguards plan for Each Plant, or (b) would be in contravention of applicable governmental regulations. Information requested by a Participant may not be refused on the grounds that a vendor, contractor or consultant claims such information to be proprietary if such Participant agrees to execute an agreement satisfactory to any such vendor, contractor or consultant to protect such information from unwarranted disclosure. 5.1.2 Formal Non-routine Information. 5.1.2.1 Information in this category which is time sensitive and shall be promptly provided by the Operating Agent to the Participants includes:

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION information on work disruptions or stoppages, and Notices of an Unusual Event, Alert, Site Area Emergency, or General Emergency (as such terms are defined in the emergency plan for Each Plant). The Operating Agent shall also inform the Participants and the dispatcher of the power and energy generated by Each Plant as soon as practical, or in accordance with guidelines acceptable to the Nuclear Managing Board, after the occurrence at Each Plant of any unplanned outage of a unit, any significant extension of a planned unit outage, any unplanned reduction in the capacity of a unit for an extended period, or any event or regulatory action which may substantially affect the operation of Each Plant. Information in this category also includes informal reports concerning events which the Operating Agent believes may result in public interest or may lead to inquiries to Participants by members of the public, and news releases issued by the Participants' Agent or the Operating Agent. 5.1.2.2 Southern Nuclear shall inform the Nuclear Managing Board of any plan to change the organizational structure of Southern Nuclear to the extent that such change in any way affects the Southern Nuclear personnel who are dedicated to Each Plant and will consider any comments made by the Nuclear Managing Board, or any member of the Nuclear Managing Board, respecting such plans, but shall have full authority to implement such plans when in its sole discretion it decides it is appropriate to do so. 5.1.2.3 Southern Nuclear shall also inform the Nuclear Managing Board of any plans to replace (1) the individual occupying the position of General Manager of Each Plant, and the successors of such replacement, and (2) any Southern

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Nuclear officer having responsibility for Each Plant or any combination of Each Plant, and the successors of such replacement. The Nuclear Managing Board shall review and the Nuclear Managing Board, or any member of the Nuclear Managing Board, may provide input to Southern Nuclear prior to the replacement of such individuals and shall be afforded access, on request, to Southern Nuclear's chief executive and senior nuclear operations officers and its Board of Directors or any of them; provided, however, that Southern Nuclear shall have full authority, in its sole discretion, to make such replacements as it deems appropriate following such review, input and access by the Nuclear Managing Board; and provided further that such review, input and access shall not be required with respect to any replacement made on a temporary or interim basis to fill any vacancy which arises as a result of any occurrence (e.g., injury, promotion, dismissal or resignation). 5.1.2.4 To the extent a Participant requires additional Operational Information not otherwise available or provided pursuant to this Section 5.1, such Participant may make a formal request for additional information to the Operating Agent's Designated Representative. Such request will be in writing and will be sent by such Participant's Designated Representative to the Operating Agent's Designated Representative. The Operating Agent will diligently respond to such requests. The Operating Agent's response to such additional information request shall be in substance and in a format as reasonably determined by the Operating Agent.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 5.1.3 Informal Information. Information in this category includes informal

communications between representatives of any Participant and the Operating Agent's employees of a general nature and access by such representatives to routine reports and records on plant operations and conditions that are readily available at Each Plant. 5.1.4 Electronic Access to Operational Information. The Operating Agent will

develop and maintain a system to permit the Participants (through their Designated Representatives and Site Representatives, as appropriate) to have electronic access to Operational Information related to Each Plant except to the extent access thereto is limited by Section 5.1.1 with regard to Safeguards Information, as defined in 10 CFR 73.2, or NRC, Department of Labor or related requirements and the practicalities and cost-effectiveness of such electronic information management and access. The cost directly associated with the development and implementation of such systems, such as software programming and hardware costs dedicated to the system, shall be treated as a cost of New Investment Services. The information provided on such system shall be in a format and safeguarded as may be reasonably determined by the Operating Agent. The Operating Agent, after the receipt of input from the Participants, shall establish and distribute reasonable data exchange and protection protocols with respect to the access given to the Designated Representatives of the Participants, which such protocols shall include actions in the case of improper access, user identification and password requirements and similar provisions. 5.2 Input from Participants. Each Participant shall be permitted to provide initial

input with regard to the Strategic Plan and budgets for the subsequent year on or prior to February 1 of each year. Thereafter, each Participant may provide additional input on such Strategic Plans and budgets at subsequent Nuclear Managing Board meetings (including any

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION special meeting related to such Strategic Plan or budgets scheduled pursuant to Section 2.13). The Participants' Agent shall give due regard to the input, observations and recommendations of the Participants' members on the Nuclear Managing Board, including in particular requests regarding the implementation of outage schedules and fuel cycle schedules. 5.3 Access to Each Plant. 5.3.1 Each Participant shall be given the opportunity to have a reasonable

number of representatives located at Each Plant ("Site Representatives") for the purpose of observing and reporting to such Participant on plant conditions and activities. Reasonable office space and facilities will be made available to such Site Representatives at Each Plant. If a Participant elects to place representatives on site, such Participant will re-evaluate periodically the need for such onsite representation, and if the Participant determines that there is no longer a need for such onsite representation, the Participant will suspend its onsite representation. 5.3.2 It is a mutual objective of the parties to create and maintain a harmonious

working environment so that plant management attention is not diverted from the responsibilities of safe and efficient operations of the plant. Since a Participant can unilaterally exercise its right to have a reasonable number of Site Representatives at Each Plant, it shall be the duty of any Participant that exercises such right to assure that each of its Site Representatives shall cooperate fully with plant management in achieving such mutual objective. In the event that plant management reasonably considers that the conduct of any Site Representative is not conducive to achieving such mutual objective, the Operating Agent may bring such matters to the attention of the management of the Participant which has designated such Site Representative and request that appropriate

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION measures be taken by such Participant to achieve such mutual objective. The management of such Participant in response to any such request shall thereupon take such measures, including at its discretion replacement of such Site Representative, as it deems appropriate to achieve such mutual objective. If issues of a continuing nature arise involving any Site Representative, the Nuclear Managing Board will review the circumstances and make recommendations as appropriate to the Site Representative's Participant or to the Operating Agent. 5.3.3 As a matter of professional respect and courtesy, and in order to promote

good relations with the personnel on site, Site Representatives of any Participant will be invited to attend training, educational, professional and team building functions at Each Plant. Site Representatives will not attend a training function if the plant manager reasonably determines that attendance by Site Representatives would interfere with training of the Operating Agent's personnel or is otherwise inappropriate. In order to assure that they are kept informed about management activities, Site Representatives will be provided access (pursuant to Section 5.1.4) or copies of daily, weekly and monthly reports on plant operations that are routinely distributed to all plant management level personnel at substantially the same time such reports are distributed to such personnel. Upon initial assignment, a new Site Representative will be invited by the plant manager to attend as an observer, one of each type of routine management meetings, except those devoted to personnel matters and staff working meetings involving conflict resolution activities where Site Representative presence would be obviously inappropriate that may be held on site, including without limitation meetings of any oversight group such as the Plant Review Board, Independent Safety Engineering Group, Safety Review Board and

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION ALARA Committee. Thereafter, such Site Representative may attend any meeting other than (i) such personnel or conflict resolving meetings, and (ii) any other meetings that the General Manager at Each Plant or his senior management shall reasonably request such Site Representative not attend. If the management of the Participant represented by Site Representatives disagrees that the closure of meetings or types of meetings was reasonable, then the management of such Participant may request the management of the Operating Agent to review the matter. If the management of the Operating Agent concludes that the closure of such meetings was not based on reasonable grounds, the Participant's Site Representative shall be permitted to attend such meetings. If the management of the Operating Agent concludes that the closure was reasonable, and the management of such Participant still disagrees, the matter may be referred to the Nuclear Managing Board for review and recommendations. 5.3.4 Any Participant shall have the additional right to have its representatives

and guests visit Each Plant, with prior approval of the Operating Agent, to tour the facilities and observe plant activities; provided that such visit and tour will not interfere with the operation of the plant, plant safety, or security. Such representatives and guests shall comply with all applicable rules and regulations in effect at the plant whether imposed by Governmental Authority or by the Operating Agent. 5.4 Management Audits. Each Participant shall have the right to conduct

management audits, at its own cost, of the performance of the Participants' Agent and the Operating Agent either by such Participant's own officers and employees or by its duly authorized agents or representatives, including without limitation any auditor utilized by such Participant, or any nationally recognized accounting firm designated by such Participant or by

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION the Administrator of the Rural Utilities Service. The Participants' Agent and the Operating Agent shall cooperate with such Participant in the conduct of such audits and, subject to the applicable regulations of the NRC and the requirements of vendors, give such Participant's representatives reasonable access to all contracts, records, and other documents relating to Each Plant. Following any such management audit, the Participants' Agent and the Operating Agent shall respond to the findings of such audit if requested to do so by such Participant. Management audits by individual Participants shall be coordinated and scheduled through the Participants' Agent so as to minimize the number of audits required. 5.5 Cost Audits. In addition to the right to conduct management audits pursuant to

Section 5.4 hereof, each Participant shall have the right to conduct, at its own expense, audits of the costs of Agency Functions, Operation and Maintenance Services, New Investment Services and Fuel Services and any other costs charged to and paid by such Participant. To enable each Participant to conduct such audits, the Participants' Agent and the Operating Agent will provide, during normal business hours and subject to conditions consistent with the conduct by the Participants' Agent and the Operating Agent of their respective responsibilities, any Participant, its officers, employees, agents or representatives, including without limitation any auditor utilized by such Participant, or any nationally recognized accounting firm designated by such Participant or by the Administrator of the Rural Utilities Service, with access to books, records, contracts and other documents of the Participants' Agent and the Operating Agent related to their respective performance (including, without limitation, all Services Plans, the Nuclear Interface Procedure and agreements between Southern Nuclear and any of its Affiliates, and any amendments to the foregoing) and, upon such Participant's reasonable request, copies thereof, which set forth (a) costs applicable to Operation and Maintenance Services, New Investment

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Services, Fuel Services, and other costs for Each Plant to the extent necessary to enable the auditors of such Participant to verify that the costs have been properly billed to the Participants' Agent or to such Participant pursuant to the provisions of applicable agreements, and (b) matters relating to the design, construction and operation and retirement of Each Plant in proceedings before any Governmental Authority having jurisdiction. 5.6 Civil Penalties and Meetings. In each case when a civil penalty is assessed

against the Operating Agent, the Operating Agent shall provide the members of the Nuclear Managing Board with a description of the violation, the root cause determination of the violation, and the corrective action taken and to be taken to avoid repeat violations. The Nuclear Managing Board upon its request will be provided the opportunity to meet with the Operating Agent's chief executive and senior nuclear operations officers, its Board of Directors or both. 5.7 Notification of Claims. In each case where a person or entity has made a claim

against the Operating Agent relating to Plant Hatch or Plant Vogtle, the Operating Agent shall notify the Participants in writing within thirty (30) days, provided, however that the Operating Agent need only advise of the general nature of the claim rather than reporting any detail. The Operating Agent will advise the Participants in writing within thirty days following settlement or entry of judgment with respect to any such claim. ARTICLE VI 6.0 Recovery of Costs. Any costs incurred by Southern Nuclear as the Operating

Agent that would have been recoverable from the Participants by GPC under any applicable Participation Agreement shall be recoverable from the Participants subject to the rights of the Participants under such agreement and this Agreement to audit and contest such costs incurred

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION by Southern Nuclear and all remedies provided therein shall be available in the event any Participant shall default in the payment of such costs. ARTICLE VII 7.0 Relation To Existing Agreements. Neither this Agreement nor the Nuclear

Operating Agreement are intended to nor do they modify, amend, or terminate any of the Participation Agreements and do not otherwise alter or impact rights and obligations of the Participants under any such agreements, including, without limitation, the obligations to make payments; the remedies for defaults; the authority and obligation to insure Each Plant; the authority to establish levels of output, to schedule and meter output; entitlements to output; authority to establish retirement dates for Each Plant; authority to repair (following substantial damage or destruction), replace or make additions to Each Plant; the authority to salvage, dispose and decommission Each Plant; the property rights established by the applicable Participation Agreements; and GPC's responsibility and authority as agent of the Participants under such agreements. Specifically, nothing in this Agreement or the Nuclear Operating Agreement or any other contract between GPC and Southern Nuclear shall be construed or applied to impair GPC's capacity to carry out its Agency Functions or to diminish or add to (i) the liabilities of GPC, or (ii) the remedies of OPC, MEAG and Dalton or any of them established by any of the several Participation Agreements. Therefore, the acts or omissions of employees of Southern Nuclear, including without limitation acts or omissions which constitute a breach of the Nuclear Operating Agreement, as the case may be, shall be deemed to be, and treated as though they were, acts and omissions of employees of GPC and subject to (i) the same defenses which GPC would have under applicable laws respecting acts and omissions of its employees, and (ii) the same defenses as GPC may have or remedies that OPC, MEAG or Dalton have under the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Participation Agreements that would have been applicable if such acts or omissions had been performed by employees of GPC. Nevertheless, the audit, observation and information provisions herein and the budget and plan review and approval procedures contained herein shall supersede the equivalent provisions of and procedures established by the Participation Agreements (other than the provisions of the Additional Units Ownership Agreement with respect to each Additional Unit prior to Commercial Operation of such unit). Accordingly, the Participants agree that the provisions hereof supersede the following sections of the following agreements: 1) Edwin I. Hatch Nuclear Plant Agreement of Construction dated as of August 27, 1976 between GPC and MEAG, as heretofore amended: Sections 2(h), 2(n), 3(c) and 3(f); Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership, Participation Agreement dated as of August 27, 1976 among GPC, OPC, MEAG and Dalton, as heretofore amended: Sections 4(d), 5(e), and 9(m);

2)

For as long as they are in effect, the provisions herein respecting Fuel Plans and Fuel Budgets, qualify and take precedence over The Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement, dated as of January 6, 1975, between GPC and OPC, as heretofore amended: Section 5(i). For as long as they are in effect, the provisions herein respecting agreements and contracts between the Participants' Agent and the Operating Agent qualify and take precedence over the following: The Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement, dated as of January 6, 1975, between GPC and OPC, as heretofore amended: Section 5(c) insofar as it authorizes GPC to contract with itself or any of its affiliates; The Edwin I. Hatch Nuclear Plant Operating Agreement, dated as of January 6, 1975, between GPC and OPC, as heretofore, amended: Section l(d) insofar as it authorized GPC to contract with itself or any of its affiliates;

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION The Edwin 1. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between Georgia Power Company and Municipal Electric Authority of Georgia dated as of August 27, 1976 as heretofore amended: Section 5(c) insofar as it authorizes GPC to contract with itself or any of its affiliates; The Edwin I. Hatch Nuclear Plant Operating Agreement between Georgia Power Company and Municipal Electric Authority of Georgia, dated as of August 27, 1976 as heretofore amended: Section l(d) insofar as it authorizes GPC to contract with itself or any of its affiliates; The Edwin 1. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between Georgia Power Company and City of Dalton, Georgia dated as of August 27, 1976 as heretofore amended: Section 5(c) insofar as it authorizes GPC to contract with itself or any of its affiliates; The Edwin I. Hatch Nuclear Plant Operating Agreement between Georgia Power Company and City of Dalton, Georgia dated as of August 27, 1976 as heretofore amended: Section i(d) insofar as it authorizes GPC to contract with itself or any of its affiliates; and The Alvin W. Vogtle Nuclear Unit Numbers One and Two Purchase and Ownership Participation Agreement, dated as of August 27, 1976, among GPC, OPC, MEAG and Dalton, as heretofore amended: Section 4(b)(v). No portion of any costs paid by GPC to the Operating Agent pursuant to the Nuclear Operating Agreement as a result of a judgment of any court with competent jurisdiction against the Operating Agent, as the case may be, for any breach of its no adverse distinction obligations under the Nuclear Operating Agreement, respectively, shall be recoverable from OPC, MEAG and Dalton. No portion of any payment made by GPC to Southern Nuclear for costs incurred by Southern Nuclear for participation in industry groups shall be payable by OPC, MEAG or Dalton unless such participation costs when incurred were reasonably expected to yield a present or future benefit, whether direct, indirect, general or specific, to Plant Hatch, the Existing Units or the Additional Units, or Plant Hatch, the Existing Units and the Additional Units.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION ARTICLE VIII 8.0 Term, Termination, and Effective Date. Subject to Section 9.1 hereof, this

Second Amended and Restated Nuclear Managing Board Agreement shall become effective upon the Effective Date and shall remain in effect to coincide with the later of (a) the expiration of the last effective operating license or possession-only license for any of Plant Hatch, the Existing Units and the Additional Units, issued by any Governmental Authority having jurisdiction over Plant Hatch, the Existing Units or the Additional Units, as applicable, or (b) the completion of Decommissioning (as defined in the Amended and Restated Operating Agreement) for the last unit of Plant Hatch and Plant Vogtle to be decommissioned. ARTICLE IX 9.0 9.1 Miscellaneous. Required Approvals. Notwithstanding anything in this Agreement to the contrary,

this Agreement shall have no force and effect until it is approved by the Administrator of the Rural Utilities Service. 9.2 Further Assurances. From time to time the Participants will execute such

instruments, upon the request of another Participant, as may be necessary or appropriate to carry out the intent of this Agreement. 9.3 Governing Law. The validity, interpretation, and performance of this Agreement

and each of its provisions shall be governed by the laws of the State of Georgia. 9.4 Notice. Any notice, request, consent or other communication permitted or

required by this Agreement shall (a) be made in writing signed by the party making it; (b) specify the Section to which it relates; (c) be delivered (i) in person, (ii) by a nationally recognized next business day delivery service electing, and being timely delivered to such

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION service for, next business day delivery, or (iii) by fax and with a confirming copy sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery; (d) unless given in person, be given to the address specified below; and (e) be deemed given or received (i) if delivered in person, on the date of personal delivery, (ii) if sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent, or (iii) if sent by fax with a copy sent by a nationally recognized business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent. The party giving the notice or other communication will pay all delivery costs. The addresses and the requirements for copies are as follows: If to GPC: Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30308 Facsimile No.: 404-506-7985 Attention: President If to OPC: Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 Attention: President and CEO If to MEAG: Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 Facsimile No.: 770-661-2812 Attention: President and CEO

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION If to Dalton: The City of Dalton, Georgia 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 Attention: CEO If to Southern Nuclear: Southern Nuclear Operating Company, Inc. 10 Inverness Center Parkway Birmingham, Alabama 35242-4809 Facsimile No.: 205-992-6165 Attention: President unless a different address shall have been designated by the respective Participant by notice in writing. 9.5 Section Headings Not To Affect Meaning. The descriptive headings of the

various Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions thereof. 9.6 9.7 Time of Essence. Time is of the essence of this Agreement. Amendments. This Agreement may be amended by and only by a written

instrument duly executed by each of the Participants. 9.8 Successors and Assigns. This Agreement shall inure to the benefit of and be

binding upon each of the Participants and its respective successors and assigns. The Participants' Agent may not assign or delegate any of its rights or obligations as such under this Agreement, other than to a successor agent appointed pursuant to the applicable Participation Agreements. No Participant may assign or delegate any of its rights or obligations as such under this Agreement, except in connection with a sale, transfer or assignment of all or any portion of the assignor's ownership interest in Plant Hatch, the Existing Units or the Additional Units pursuant to the applicable Participation Agreements.
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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 9.9 Counterparts. This Agreement may be executed simultaneously in two or more

counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 9.10 Computation of Percentage Undivided Ownership Interest. Except as may be

provided by any Participation Agreement and notwithstanding any other provision of this Agreement, whenever, pursuant to any provision of this Agreement, any action is required to be agreed to or taken by the Nuclear Managing Board or the Participants as to Each Plant (i) only those Participants not in default in the payment of any amounts (together with interest, if appropriate) required under any provisions of any applicable Participation Agreement at the time such action is to be agreed to or taken shall have the right to participate in such agreement or the taking of such action, and (ii) wherever it is provided in this Agreement for approval or disapproval by Requisite Owner Action, the approval or disapproval, as the case may be, of those Participants not in default which collectively own Undivided Ownership Interests in such plant in the aggregate proportion of not less than the applicable percentage (as set forth in the definition of Requisite Owner Action) of the sum of the Undivided Ownership Interests of all non-defaulting Participants in such plant shall be required. 9.11 Several Agreements. Notwithstanding anything to the contrary set forth herein,

the agreements and obligations of the Participants set forth in this Agreement shall be the several, not the joint, agreements and obligations of the Participants. 9.12 Confidentiality. (a) The Participants recognize that there are, or may be in the future, certain

contracts, records, drawings, data or other documents or information relating to the operation, maintenance, renewal, addition, replacement, modification decommissioning or disposal of Each

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Plant, which is labeled by the party providing such information as proprietary, confidential or privileged (the "Confidential Information"), and, in some cases, is subject to a contractual obligation to another person which requires that such information not be disclosed without the express approval of such other person. Information provided orally shall be deemed

"Confidential Information" if the disclosing party states that such information is confidential at the time of such disclosure and, within ten (10) days thereafter, provides the receiving party written confirmation of the confidential nature of the information so disclosed. (b) Each of the Participants agrees, notwithstanding any other provision of

this Agreement, that it shall use any Confidential Information only in the exercise of its respective rights and obligations hereunder, and that any Confidential Information which is disclosed to it shall not be disclosed other than as permitted under this Section 9.12 to any other entity or to any person who is not an officer, director, employee or attorney, respectively, of the Participant; provided, however, that the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees or security deed holders, of any of the Participants and any credit rating agencies and other financing entities that need to know such information in connection with the financing of a Participant's Undivided Ownership Interest shall be entitled to examine (but not to copy) at the offices of the Operating Agent or the Participant whose lessor, mortgagee or security deed holder or any such credit rating agency or financing entity desires to examine such information, any Confidential Information; and provided further, however, that the Participants may disclose any such information as required by any Governmental Authority (including the Rural Utilities Service) having jurisdiction or as necessary to comply with Legal Requirements.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION Each of the Participants agrees to take all reasonable steps to protect the

(c)

proprietary, privileged or confidential nature of all Confidential Information furnished to it, including, without limitation: (i) limiting access to and disclosure of such Confidential Information only to: (A) its officers, directors, employees or attorneys who have a need for access to such Confidential Information reasonably related to the exercise of any rights of the Participants hereunder, (B) the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees and security deed holders, and credit rating agencies and financing parties, of the Participants only as permitted by the provisions of Section 9.12(b), and (C)to those persons to which access is required by any Governmental Authority or as necessary in order to comply with Legal Requirements; and (ii) ensuring that those persons receiving any such Confidential Information understand the proprietary, confidential or privileged nature of such Confidential Information. (d) In the event that a Participant considers it necessary or desirable to

disclose or provide copies or summaries of or access to any Confidential Information to any person not its employee, director, officer or attorney, and such disclosure is not otherwise permitted by this Section 9.12 and such disclosure is to a contractor, agent, representative or consultant of such Participant which reasonably requires such Confidential Information to assist the Participant in the exercise of its rights as a Participant or to perform its responsibilities with regard to the operation, maintenance, renewal, addition, replacement, modification,

decommissioning or disposal of Each Plant, then the Participant may provide such information to such person only when such person shall have signed an agreement obligating such person to: (i) safeguard the confidentiality of such Confidential Information; (ii) use such Confidential Information only for the purpose of executing its responsibilities regarding such plant; and (iii)

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION return or destroy all copies of any documents containing such Confidential Information upon the completion of its responsibilities. The Participant shall advise the person or persons designated by the party originally furnishing such Confidential Information, by telephone or otherwise, of the Confidential Information to be disclosed and shall provide such furnishing party a copy of each such executed confidentiality agreement within ten (10) days of execution, together with a list of all documents provided by the Participant containing Confidential Information which have been given to such person, which such Participant shall update each time additional documents are provided to such person. (e) The obligations of the Participants pursuant to the provisions of this

Section 9.12 shall survive the termination of this Agreement and continue to bind the Participants, in the case of Confidential Information which is not a trade secret, for a period of five years following the termination of this Agreement, and, in the case of trade secrets, for so long as they remain trade secrets. (f) The restrictions of this Section 9.12 shall be in addition to any restrictions

imposed by law upon the Participants in the absence of contract. 9.13 Effect on Joint Committee Agreement. As of the effective date of this Agreement

and while this Agreement is in effect, this Agreement shall supersede the Joint Committee Agreement, as amended, with respect to all matters affecting Plant Hatch or Plant Vogtle. 9.14 Dispute Resolution. Unless otherwise mutually agreed to by the Participants, any

dispute, controversy or claim arising out of, under, or relating to this Agreement (a "Dispute"), other than Billing Disputes to be resolved pursuant to the Additional Units Ownership Agreement or Amended and Restated Operating Agreement, as applicable, shall be negotiated in good faith and resolved in accordance with the provisions of this Section 9.14. The Participants

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION shall first submit the dispute to the Nuclear Managing Board to resolve any Dispute through discussions among the members of the Nuclear Managing Board. If, after thirty (30) days (or any time earlier if the disputing Participant or the Participants' Agent wishes to have the CEOs consider the issue) such discussions are unsuccessful, then the CEOs of the Participants shall consider the issue. A Review Group may be appointed by the Nuclear Managing Board to review all sides of the items in dispute and make a presentation to the CEOs concerning various viewpoints and aspects of such items in dispute. 9.14.1 The process of "good-faith negotiations" requires that each Participant set out in writing to the other its reason(s) for adopting a specific conclusion or for selecting a particular course of action, together with the subordinate facts supporting such conclusion or course of action. 9.14.2 The good faith negotiation process shall also include at least two meetings of the CEOs. Unless otherwise mutually agreed, the first meeting shall take place within ten (10) calendar days after the Nuclear Managing Board has failed to resolve the Dispute. Unless otherwise mutually agreed, the second meeting shall take place no more than ten (10) calendar days later. 9.14.3 In the event the Participants remain unsuccessful in resolving a Dispute for a period of fifty (50) days after the initiation of the good faith negotiation process, then such unresolved item in dispute shall be resolved by the Participants' Agent in a manner consistent with Prudent Utility Practice and all other elements of such plan or budget shall be deemed approved by the Nuclear Managing Board and binding on the Participants; provided, that any Participant may proceed immediately to non-binding arbitration (if desired by any Participant) or litigation concerning the Dispute; provided,

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION further that if the sum of GPC's and its Affiliates' Weighted Ownership Interest in the Additional Units is at any time below 10%, then actions of the Nuclear Managing Board with respect to planned improvement projects related to the Additional Units pursuant to this Agreement shall be conducted on the basis of Requisite Owner Action. 9.14.4 Each Participant hereby agrees that all statements made in the course of dispute resolution, as contemplated in this Section 9.14, shall be confidential and shall not be disclosed to or shared with any third parties (other than any person whose presence is necessary to facilitate the dispute resolution process). Each Participant agrees and acknowledges that no statements made in or evidence specifically prepared for dispute resolution under Section 7.9 shall be admissible for any purpose in any subsequent litigation. 9.14.5 Non-binding arbitration shall be conducted as set forth below: 9.14.5.1 The Participant calling for arbitration shall give written

notice to all other Participants, setting forth in such notice in adequate detail the nature of the dispute, the amount or amounts, if any, involved in such dispute, and the recommendation sought by such arbitration proceedings, and, within twenty (20) days from receipt of such notice, any other Participant may, by written response to the first Participant and all other Participants, submit its statement of the matter at issue and set forth in adequate detail additional related matters or issues to be arbitrated. Thereafter, the Participant first submitting its notice of the matter at issue shall have ten (10) days in which to submit a written rebuttal statement, copies of which shall be given to all other Participants. Within forty (40) days following delivery of the written notice pursuant to Section 9.14.5.1 hereof, the Nuclear Managing Board shall meet for the purpose of

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION selecting arbitrators. Each member of the Nuclear Managing Board shall designate one arbitrator (hereinafter "Designated Arbitrator"). The Designated Arbitrators shall meet within twenty (20) days following their designation and shall select an additional independent arbitrator (hereinafter the "Independent Arbitrator"). If the Designated Arbitrators shall fail to select an Independent Arbitrator within said twenty day period, then the Designated Arbitrators shall request from the American Arbitration Association (or a similar organization if the American Arbitration Association should not at the time exist) a list of arbitrators who are qualified and eligible to serve as hereinafter provided. The Designated Arbitrators selected by the Participants shall take turns striking names from the list of arbitrators furnished by the American Arbitration Association, and the last name remaining on said list shall be the Independent Arbitrator. The Independent Arbitrator shall be a person skilled and experienced in the field which gives rise to the dispute, and no person shall be eligible for appointment as the Independent Arbitrator who is an officer, employee, or agent of any of the parties or any affiliate of any of the parties to the dispute or is otherwise interested in the matter to be arbitrated. 9.14.5.2 Except as otherwise provided in this Section 9.14, the

arbitration shall be governed by the rules and practice of the American Arbitration Association (or the rules and practice of a similar organization if the American Arbitration Association should not at that time exist) from time to time in force, except that if such rules and practice, as modified herein, shall conflict with state or Federal law then in force which are specifically applicable to such arbitration proceedings, such law shall govern.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION 9.14.5.3 The arbitrators shall hear evidence submitted by the

respective Participants and the Independent Arbitrator may call for additional information, which additional information shall be furnished by the Participant having such information. The recommendation of the arbitrators respecting the dispute shall be determined by the Independent Arbitrator with the concurrence of not less than one of the Designated Arbitrators if there are only two of them or two of the Designated Arbitrators if there are more than two of them. 9.14.5.4 The recommendation of the arbitrators shall not be binding

upon the Nuclear Managing Board or the Participants, nor shall the participation of any member of the Nuclear Managing Board or any Participant in the arbitration be deemed to constitute a waiver of any right, authority, obligation or remedy of such Participant, under this Agreement or any Participation Agreement. 9.14.5.5 Costs incurred by all of the arbitrators in conduct of any

arbitration and the compensation paid to the Independent Arbitrator shall be paid as follows: 9.14.5.5.1 In the event the recommendations of the

Independent Arbitrator are adverse to the Participant or Participants that initiated the arbitration then all of such costs and compensation shall be paid by such Participant or Participants; provided that if two or more Participants have joined in the initiation of such arbitration, they shall share in the payment of such costs and compensation as they shall agree. 9.14.5.5.1 In the event the recommendations of the

Independent Arbitrator are favorable to the Participant or Participants that initiated the

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION arbitration, then each of the Participants that would be affected by the implementation of such recommendations shall pay a proportionate share of such costs equal to its joint ownership share in Each Plant divided by sum of the joint ownership shares in Each Plant of all Participants that are so affected. 9.14.5.6 All costs incurred by any Participant in participating in any

arbitration shall be borne and paid by such Participant without recourse against any other Participant, except in the event that the Independent Arbitrator shall find that any claim of the Participant or Participants that initiated such claim was frivolous or totally without merit, then such initiating Participant or Participants shall reimburse each other Participant for its costs reasonably incurred in its defense against such claim. 9.14.5.7 No arbitration shall delay performance in accordance with

the Nuclear Operating Agreement, any Participation Agreement, this Agreement or any successor agreements with respect to Plant Hatch, the Existing Units or the Additional Units, or otherwise affect rights arising under any such agreements. 9.15 Accounting Methodology. The current accounting methodology and practices in

effect among some or all of the Participants as of the Effective Date of this Agreement, including the agreements reached by the Joint Committee with some or all of the Participants, as reflected in (i) the minutes of the Joint Committee meetings held on August 2, 1984, respecting the methodology for computing GPC's A&G expenses, and on April 18, 1983 and April 15, 1985 (and the April 1, 1985 minutes of the Joint Subcommittee for Finance and Accounting incorporated therein), respecting the 180-Day Rule, (ii) the minutes of the Joint Subcommittee for Power Generation meeting on February 27, 1988, respecting Joint Owners Revenue Allocations and Plant Hatch inventory accounting methodology, (iii) the January 18, 1990,

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION revision to the A&G methodology, (iv) the May 8, 1979, Compromise and Settlement Agreement between GPC and MEAG, (v) the minutes of the Joint Subcommittee for Finance and Accounting meeting on February 12, 1991, respecting A&G methodology, (vi) the letter dated February 29, 1992, from Eugene Heckl to Rick Cook respecting the agreed A&G methodology from the February 12, 1991 agreement, (vii) the minutes of the Joint Subcommittee for Finance and Accounting on February 2, 1981, respecting depository accounts, and (viii) the letter dated July 9, 2003, from Gregg Cook to Mary Jackson concerning the use of the DMG A&G methodology for MEAG, shall all remain in effect insofar as they apply to Plant Hatch or Plant Vogtle until such time as such methodology, practices or agreements shall be amended, modified or revoked by the Nuclear Managing Board, or by GPC and the affected Participants, as appropriate. Section 9.16 (a) Remedies. Notwithstanding the provisions of Section 9.14 of this Agreement,

each Participant acknowledges, understands and agrees that a breach of the requirements on the part of any Participant, including the Agent, to provide information to another Participant or Participants pursuant to the terms of this Agreement will result in irreparable damage and harm to the non-breaching Participant and that the non-breaching Participant will not have an adequate remedy at law in the event of any such breach. Each Participant, therefore, agrees that in the

event of a breach or threatened breach of any such requirements, the non-breaching Participant may at its election and in any court of competent jurisdiction: (a) obtain specific performance by the breaching Participant of such requirements to provide information; (b) obtain temporary, preliminary and permanent injunctive relief to prevent noncompliance with or breaches of such requirements to provide information; or (c) pursue any one or more of the foregoing or any other

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION remedy available to it. Each Participant hereby waives any requirement that a non-breaching Participant post any bond or other security in connection with the enforcement of such requirements to provide information. In the event that any action should be brought to enforce the provisions of such requirements to provide information, no Participant will allege, and each Participant hereby waives, the defense or counterclaim that there is an adequate remedy at law. (b) A non-breaching Participant will not, by seeking or obtaining any

particular relief, be deemed to have precluded itself from obtaining any other relief to which it may be entitled. (c) No delay or failure to exercise any right or remedy shall impair the right to

exercise any such right or remedy or be construed to be a waiver of such right or remedy or of any default by a Participant. 9.17 Operating Agent Authority. Notwithstanding any other provisions of this

Agreement, the Participants acknowledge that for so long as the Nuclear Operating Agreement is in effect the Operating Agent has the exclusive authority to operate and maintain Each Plant pursuant to Article II of the Nuclear Operating Agreement. 9.18 Amended and Restated Nuclear Managing Board Agreement Superseded. This

Agreement amends and restates in its entirety the Amended and Restated Nuclear Managing Board Agreement among GPC, OPC, MEAG and Dalton dated as of July 1, 1993. Upon the execution and effectiveness of this Agreement, the Amended and Restated Nuclear Managing Board Agreement among GPC, OPC, MEAG and Dalton dated as of July 1, 1993 will be superseded and replaced by this Agreement and will have no further force or effect.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers and their respective seals to be affixed as of the day and year first above written. GEORGIA POWER COMPANY
By: Its:

Attest:

Secretary OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)


By: Its:

Attest:

Secretary MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA By: Its:

Attest:

Secretary

CITY OF DALTON, GEORGIA BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS By: Its:

Attest:

Clerk

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX "A"

STANDARDIZED GUIDELINES FOR MAINTENANCE AND REFUELING OUTAGE SCHEDULES

On or before August 15 of each calendar year, the Operating Agent shall prepare and submit to each Participant a written scheduled outage plan for each unit of Each Plant to be used in the Fuel Optimization and Evaluation System process for the ensuing five calendar years. Each plan shall describe in reasonable detail the estimated time and duration of each outage. Should any major changes be made to the maintenance and refueling schedules within a calendar year, the Operating Agent shall solicit input from each Participant pursuant to Section 5.2 and provide each Participant with a revised schedule.

Appendix F.1 - Second Amnmended Nuclear Managing Board Agreemcnt.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION STANDARDIZED GUIDELINES FOR ENERGY ESTIMATES BY UNIT

On or before August 15 of each calendar year, the Operating Agent shall prepare and submit to each Participant a written energy estimate for each unit of Each Plant as currently presented in the energy budget. This energy estimate shall be for the ensuing five calendar years for such units. The energy estimate shall project the estimated operating level of each unit during such period based on economic dispatch. The estimate will be developed utilizing the Sbest available data at the time.

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION STANDARDIZED GUIDELINES FOR OPERATION AND MAINTENANCE BUDGET

On or before August 15 of each calendar year, the Operating Agent shall prepare and submit to each Participant a written budget estimate of the costs of Operation and Maintenance Services (other than fuel) anticipated to be incurred for the ensuing five calendar years for each unit of Each Plant. Each budget estimate shall contain those expected costs which are anticipated to be chargeable, under the terms of one or more of the Participation Agreements, to such units including outage costs. Each budget also shall separately identify those costs which are anticipated to be incurred by Southern Nuclear pursuant to agreements with any of its Affiliates. Each budget estimate to be submitted under this subsection shall be based on information reasonably available. Each budget shall be supported by detail reasonably adequate for the purpose of each party's review thereof and shall be formatted such that for the next calendar year each month's estimated costs are listed by applicable FERC account numbers. In addition, a report on materials and supplies purchases should be provided for the next calendar year.

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION STANDARDIZED GUIDELINES FOR NEW INVESTMENT BUDGETS On or before August 15 of each calendar year, the Operating Agent shall prepare and submit to each Participant of such jointly-owned plants and associated switchyards a written budget estimate of the costs of New Investment Services (other than nuclear fuel) anticipated to be incurred during the next calendar year at such plant. Also to be included in the New Investment Budget estimate are any associated projects which may be charged to a Participant on the basis of its ownership pursuant to one or more of the Participation Agreements. This budget estimate is to consist of project expenditure ("PE") sheets for each project and a FERC distribution table for each PE. For the five-year forecast period, a summary of estimates of capital expenditures and retirements will be provided. Each budget estimate to be submitted under this subsection shall be based on information reasonably available. Each budget estimate shall be supported by detail reasonably adequate for the purpose of each party's review thereof. The budget shall be formatted such that each month's estimated costs are listed by applicable FERC account number.

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION STANDARDIZED GUIDELINES FOR FUEL PLANS On or before September 15 of each calendar year, the Operating Agent shall prepare and submit to each of the Participants a ten-year fuel management plan for each unit of Each Plant. Each Fuel Plan shall describe in reasonable detail each action or contemplated action and payment and the dates thereof, core usage and design burnup, estimated fueling dates and the energy expected to be generated by each unit for each fuel period of the Fuel Plan, a cash flow analysis of forecasted expenditures and credits for each Participant for each major component of the fuel cycle by years, for the ten-year period covered by the Fuel Plan, and cash flow by months for the first five years of such ten-year plan period. The Operating Agent may amend the Fuel Plan from time to time as it deems appropriate shall solicit input from each Participant pursuant to Section 5.2 and shall deliver to each of the Participants a copy of such amended Fuel Plan. A narrative of expected activity for the ensuing calendar year at Plants Hatch, the Existing Units and Additional Units should be provided.

Appendix F.1 - Second Ammended Nuclear Managing Board Agreement.DOC

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix J.2: Co-Owner Second Amended Nuclear Managing Board Agreement Dalton Amendment GPC Vogtle Expansion Project
December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-7 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 1(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED NUCLEAR MANAGING BOARD AGREEMENT FOR PLANT HATCH AND PLANT VOGTLE THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED NUCLEAR MANAGING BOARD AGREEMENT dated as of April 8, 2008 (this "Amendment No. 1"), amends that certain Second Amended and Restated Nuclear Managing Board Agreement for Plant Hatch and Plant Vogtle ("Nuclear Managing Board Agreement") dated as of April 21, 2006, by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities ("Dalton") (each a "Party" and collectively the "Parties"), is being entered into by and among the Parties. WITNESSETH WHEREAS, the Parties entered into the Nuclear Managing Board Agreement as referenced above; WHEREAS, Dalton has requested an amendment to the Nuclear Managing Board Agreement to clarify the identity of Dalton as a Party; and WHEREAS, each of the other Parties believes it is appropriate and is willing to amend the Nuclear Managing Board Agreement as set forth below. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows: Section 1.0 Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such terms in the Nuclear Managing Board Agreement. Section 2.0 Amendments to Nuclear Managing Board Agreement.

Section 2.01. The following Article X shall be added to and become a part of the Nuclear Managing Board Agreement: "ARTICLE X 10.1 DALTON UTILITIES For all purposes of this Agreement: 2

Nuclear Managing Board Agreement


Amendment No. I

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the term 'City of Dalton' shall mean the City of Dalton, Georgia, an (a) incorporated municipality of the State of Georgia; the term 'Dalton' shall mean only the utility company, property and assets (b) operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successors, successors-in-title or assigns, including without limitation any successors to the business of Dalton and the City of Dalton in the event the Board of Water, Light and Sinking Fund Commissioners ceases to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause; and (c) the term 'Dalton Utilities Assets' shall mean collectively (i) all property or assets of Dalton, including without limitation all electric power generation, transmission and distribution assets, owned or operated by the City of Dalton and contract rights and receivables related thereto, which now or at any time in the future are owned, used or operated by Dalton in connection with the public utilities of the City of Dalton, and such property and assets shall include without limitation any sale, insurance, condemnation or other proceeds with respect to such property and assets; and (ii) all accounts receivable, debts, income or other amounts owed to Dalton in connection with the public utilities of the City of Dalton. 10.2 Notwithstanding any other term or provision of this Agreement to the contrary, the Parties hereby agree that: if any Party obtains any money judgment against either the City of Dalton (a) or Dalton because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, such Party's sole remedy to satisfy the judgment shall be to exercise all legal and equitable rights available to it to realize upon any and all of the Dalton Utilities Assets; (b) payments of all amounts of any kind or nature whatsoever that may at any time be due and owing by Dalton pursuant to the terms of, or resulting from, this Agreement shall be payable solely out of the Dalton Utilities Assets and shall not be payable from any other source, including without limitation the 'General Fund' of the City of Dalton; (c) no such payments shall be, or be deemed to be, a debt, as contemplated by Article IX Section V of the Constitution of the State of Georgia, of the City of Dalton under any circumstance or for any purpose whatsoever, nor shall this Agreement constitute a pledge of the full faith and credit of the City of Dalton, nor shall the City of Dalton appropriate or be required to appropriate funds to pay for any amounts due under this Agreement;

Nuclear Managing Board Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

no Party will ever have the right to compel the exercise of any taxing (d) power of the City of Dalton to pay any amount due from Dalton under this agreement, nor to enforce payment thereof against any property of the City of Dalton other than the Dalton Utilities Assets; no Party shall have any recourse for payment hereunder against any source (e) of funds of the City of Dalton other than the Dalton Utilities Assets, and each Party hereby irrevocably and unconditionally waives any recourse or claim it may or could otherwise have or allege to have against any payment source of the City of Dalton other than the Dalton Utilities Assets; and no provision of this Agreement is intended to, nor shall any such provision (f) in any way (i) grant, convey or otherwise extend to any Party any lien, encumbrance or other charge against the Dalton Utilities Assets, or (ii) modify, impair, subordinate or otherwise affect the rights, obligations and privileges of Dalton arising under the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1997, the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1999, or any other obligation of Dalton Utilities. 10.3 Subject to the limitations set forth in Section 10.2, no provision of this Article X shall prohibit any Party from: Filing and prosecuting a civil action against the City of Dalton, and (a) pursuing any and all legal or equitable remedies available to it, because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, including, without limitation, all remedies provided in this Agreement; Pursuing satisfaction of any judgment it may obtain against the City of (b) Dalton in any proceeding contemplated by Section 10.3(a) against any and all of the
Dalton Utilities Assets even if the Board of Water, Light and Sinking Fund

Commissioners shall cease to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause."

Section 3.0

Miscellaneous.

Section 3.01. Effect of Amendment. By executing this Amendment No. 1, the Parties agree to be bound by the terms of Section 2.0 above effective as of the date first written above. Section 3.02. Reference to Nuclear Managing Board Agreement. On and after the date first above written, each reference in the Nuclear Managing Board Agreement and other documents to "the Nuclear Managing Board Agreement", "this Agreement", "the Agreement", "hereunder", "thereunder", "hereto" or "thereto" or words of like import referring to the Nuclear Managing Board Agreement, shall mean and be a reference to the Nuclear Managing Board Agreement, as amended by this Amendment No. 1.
Nuclear Managing Board Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. States Federal Government 1905, and 10 C.F.R. 1004.11(0. This information shall not be released to persons outside DOE, except for persons in other United other required reviewers shall use the agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and information only for purposes of review and evaluation.

Section 3.03. Continuing Effect. The Nuclear Managing Board Agreement, as specifically amended by this Amendment No. 1, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Section 3.04. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in 'accordance with, the laws of the State of Georgia. Section 3.05. Counterparts. This Amendment No. 1 may be executed by one or more of the Parties hereto in any number of separate counterparts, each of which when so executed shall be an original and all of which taken together shall be deemed to constitute but one and the same instrument. Transmission by facsimile of the signature page hereof signed by an authorized representative of a Party will be conclusive evidence of the due execution by such Party of this Amendment No. 1. The Parties agree, however, to provide originally executed documents promptly following any facsimile transmission pursuant to this provision.

Nuclear Managing Board Agreement

Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their duly authorized representatives as of the date first written above.
GEORGIA POWER COMPANY

By:
Name: James H. Miller III

Its: Senior Vice President and General Counsel


Attest:

Its:
(CORPORATE SEAL) OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP


CORPORATION)

By:
Name: Thomas A. Smith Its: President and Chief Executive Officer
Attest:

Its: (CORPORATE SEAL)

MUNICIPAL ELECTRIC AUTHORITY OF


GEORGIA

By:
Name: Robert P. Johnston Its: President and Chief Executive Officer

Attest:
Its:

(CORPORATE SEAL)
CITY OF DALTON, GEORGIA BY: BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES By:

Name: Don Cope Title: President and Chief Executive Officer


Attest:
Nuclear Managing Board Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Title: (SEAL)

Nuclear Managing Board Agreement Amendment No. 1

fiWWrDL L|

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix K.1: Ownership Agreement (April 21, 2006) (Additional Units) GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-8 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 (f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Please Record and Return To: Jeffrey F. Hetsko Troutman Sanders LLP Suite 5200 600 Peachtree Street NE Atlanta, GA 30308

AMENDMENT NO. 1 TO PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICIPATION AGREEMENT THIS AMENDMENT NO. 1 TO PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICPATION AGREEMENT dated as of April 8, 2008 (this "Amendment No. 1"), amends that certain Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement ("Ownership Agreement") dated as of April 21, 2006, by and among Georgia Power Company ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe Power"), Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities ("Dalton") (each a "Party" and collectively the "Parties"), is being entered into by and among the Parties. WITNESSETH WHEREAS, the Parties entered into the Ownership Agreement as referenced above; WHEREAS, Dalton has requested an amendment to the Ownership Agreement to clarify the identity of Dalton as a Party; WHEREAS, the Parties desire to amend the Ownership Agreement to provide for certain remedies in the event a Party does not post collateral as required pursuant to the engineering, procurement and construction contract for the Additional Units; and
Ownership Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

WHEREAS, each of the other Parties believes it is appropriate and is willing to amend the Ownership Agreement as set forth below. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows: Section 1.0 Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such terms in the Ownership Agreement. Section 2.0 Amendments to Ownership Agreement.

Section 2.01. The following Article X shall be added to and become a part of the Ownership Agreement: "ARTICLE X 10.1 DALTON UTILITIES For all purposes of this Agreement:

the term 'City of Dalton' shall mean the City of Dalton, Georgia, an (a) incorporated municipality of the State of Georgia; the term 'Dalton' shall mean only the utility company, property and assets (b) operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successors, successors-in-title or assigns, including without limitation any successors to the business of Dalton and the City of Dalton in the event the Board of Water, Light and Sinking Fund Commissioners ceases to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause; and the term 'Dalton Utilities Assets' shall mean collectively (i) all property or (c) assets of Dalton, including without limitation all electric power generation, transmission and distribution assets, owned or operated by the City of Dalton and contract rights and receivables related thereto, which now or at any time in the future are owned, used or operated by Dalton in connection with the public utilities of the City of Dalton, and such property and assets shall include without limitation any sale, insurance, condemnation or other proceeds with respect to such property and assets; and (ii) all accounts receivable, debts, income or other amounts owed to Dalton in connection with the public utilities of the City of Dalton. 10.2 Notwithstanding any other term or provision of this Agreement to the contrary, the Parties hereby agree that:
Ownership Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

if any Party obtains any money judgment against either the City of Dalton (a) or Dalton because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, such Party's sole remedy to satisfy the judgment shall be to exercise all legal and equitable rights available to it to realize upon any and all of the Dalton Utilities Assets; payments of all amounts of any kind or nature whatsoever that may at any (b) time be due and owing by Dalton pursuant to the terms of, or resulting from, this Agreement shall be payable solely out of the Dalton Utilities Assets and shall not be payable from any other source, including without limitation the 'General Fund' of the City of Dalton; (c) no such payments shall be, or be deemed to be, a debt, as contemplated by Article IX Section V of the Constitution of the State of Georgia, of the City of Dalton under any circumstance or for any purpose whatsoever, nor shall this Agreement constitute a pledge of the full faith and credit of the City of Dalton, nor shall the City of Dalton appropriate or be required to appropriate funds to pay for any amounts due under this Agreement; (d) no Party will ever have the right to compel the exercise of any taxing power of the City of Dalton to pay any amount due from Dalton under this agreement, nor to enforce payment thereof against any property of the City of Dalton other than the Dalton Utilities Assets; no Party shall have any recourse for payment hereunder against any source (e) of funds of the City of Dalton other than the Dalton Utilities Assets, and each Party hereby irrevocably and unconditionally waives any recourse or claim it may or could otherwise have or allege to have against any payment source of the City of Dalton other than the Dalton Utilities Assets; and no provision of this Agreement is intended to, nor shall any such provision (f) in any way (i) grant, convey or otherwise extend to any Party any lien, encumbrance or other charge against the Dalton Utilities Assets, or (ii) modify, impair, subordinate or otherwise affect the rights, obligations and privileges of Dalton arising under the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1997, the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 1999, or any other obligation of Dalton Utilities. 10.3 Subject to the limitations set forth in Section 10.2, no provision of this Article X shall prohibit any Party from: (a) Filing and prosecuting a civil action against the City of Dalton, and pursuing any and all legal or equitable remedies available to it, because of Dalton's default under this Agreement or breach by Dalton of any representation or warranty under this Agreement, including, without limitation, all remedies provided in this Agreement;
Ownership Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Pursuing satisfaction of any judgment it may obtain against the City of (b) Dalton in any proceeding contemplated by Section 10.3(a) against any and all of the Dalton Utilities Assets even if the Board of Water, Light and Sinking Fund Commissioners shall cease to exist by reason of an action of the Mayor and Council of the City of Dalton or of the General Assembly of the State of Georgia or any other cause." Section 2.02. The following Section 7.7(j) shall be added to and become a part of the Ownership Agreement: "(j) In the event a Participating Party fails to post collateral or replenish collateral posted by it, in each case as and when required pursuant to the Engineering, Procurement and Construction Agreement, dated as of April 8, 2008 (the "EPC Agreement"), by and between GPC, for itself and as Agent for OPC, MEAG and Dalton and a consortium consisting of Westinghouse Electric Company, LLC and Stone & Webster, Inc., the other Participating Parties shall have the right, but not the obligation, to post or replenish such collateral on such Participating Party's behalf, and to be promptly reimbursed in full by such Participating Party for all actual costs incurred in connection with posting or replenishing such collateral and any draws on such collateral, when and as such costs are incurred, together with interest at the rate provided in clause (a) of this Section 7.7. In addition, any such failure by a Participating Party to post or replenish collateral under the EPC Agreement shall be treated for all purposes under this Agreement, including this Section 7.7, as a failure by such Participating Party to make a payment due under this Agreement. Any such default shall be considered cured only when the defaulting Participating Party has met its obligations to post or replenish such collateral, or such Participating Party has been relieved of such obligations under the EPC Agreement, and the defaulting Participating Party has repaid in full all actual costs incurred by any and all other Participating Parties in connection with posting and replenishing such collateral and any draws on collateral posted by such other Participating Parties, together with interest at the rate provided in clause (a) of this Section 7.7."
Section 3.0 Miscellaneous.

Section 3.01. Effect of Amendment. By executing this Amendment No. 1, the Parties agree to be bound by the terms of Section 2.0 above effective as of the date first written above. Section 3.02. Reference to Ownership Agreement. On and after the date first above written, each reference in the Ownership Agreement and other documents to "the Ownership Agreement", "this Agreement", "the Agreement", "hereunder", "thereunder", "hereto" or "thereto" or words of like import referring to the Ownership Agreement, shall mean and be a reference to the Ownership Agreement, as amended by this Amendment No. 1. Section 3.03. Continuing Effect. The Ownership Agreement, as specifically amended by this Amendment No. 1, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

Ownership Agreement Amendment No. 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 3.04. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia. Section 3.05. Counterparts. This Amendment No. 1 may be executed by one or more of the Parties hereto in any number of separate counterparts, each of which when so executed shall be an original and all of which taken together shall be deemed to constitute but one and the same instrument. Transmission by facsimile of the signature page hereof signed by an authorized representative of a Party will be conclusive evidence of the due execution by such Party of this Amendment No. 1. The Parties agree, however, to provide originally executed documents promptly following any facsimile transmission pursuant to this provision.

Ownership Agreement Amendment No. I

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their duly authorized representatives as of the date first written above. Signed, sealed and delivered in the presence of: Witness GEORGIA POWER COMPANY
By:

Name: James H. Miller III Its: Senior Vice President and General Counsel
Attest:

Notary Public

My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of: Witness

Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP


CORPORATION)

By:
Name: Thomas A. Smith

Notary Public My Commission expires:


Notarial Seal

Its: President and Chief Executive Officer


Attest:

Its: (CORPORATE SEAL) Signed, sealed and delivered in the presence of: Witness MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA By: Name: Robert P. Johnston
Its: President and Chief Executive Officer
Notary Public My Commission expires: Attest:

Notarial Seal Signed, sealed and delivered in the presence of: Witness Notary Public My Commission expires: Notarial Seal

Its: (CORPORATE SEAL) CITY OF DALTON, GEORGIA


BY: BOARD OF WATER, LIGHT AND

SINKING FUND COMMISSIONERS d/b/a DALTON UTILITIES By: Name: Don Cope Title: President and Chief Executive Officer
Attest:

Title: (SEAL)

}ftoJ~y' L.2-

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix K.2: Ownership Agreement Dalton Amendment GPC Vogtle Expansion Project

December 2008

NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-123 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVl of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVI of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICIPATION AGREEMENT

among

GEORGIA POWER COMPANY, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA and CITY OF DALTON, GEORGIA Dated as of April 21, 2006

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS AND INTERPRETATIONS................................... Section 1.1 Section 1.2 Section 1.3 Definitions ......................................... Interpretations............................................ Construction ............................ .......................................... ....... ................ .... 2 2

............................................

.........3 3

ARTICLE II - REPRESENTATIONS AND WARRANTIES ................................................ Section 2.1 Section 2.2 Section 2.3. Section 2.4 OPC Representations and Warranties................................................3 MEAG Representations and Warranties ............................................ Dalton Representations and Warranties............................................ GPC Representations and Warranties ................................................

5 7 9

ARTICLE III - CONDITIONS........................................................................... Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6

........... 11 11

GPC's Conditions Precedent ........................................................... OPC's Conditions Precedent...........................................................11 MEAG's Conditions Precedent....................................................12 Dalton's Conditions Precedent.........................................................12 Mutual Conditions Precedent...........................................................12 Conditions Subsequent..........................................................13

ARTICLE IV - OWNERSHIP RIGHTS AND OBLIGATIONS............................................15 Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Tenants in Common .................................... ....................... 15 ................... 16 26 28 29 Alienation and Assignment..........................................

Damage or Destruction ................................................................... 24 Insurance .......................................................................................... Taxes ....................................................................................................... Nuclear Fuel ....................................... .......................................

Certain Tax Matters ..........................................

............................. 30

Decommissioning Funding Assurance.................................................31 Property Rights................................................................................ 32 34

ARTICLE V - AGENCY ............................................................................................................ Section 5.1 Section 5.2 Appointment ...................................................................... Authority and Responsibility ...........................................

.............. 34 34

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8

Standards of Conduct ....................................................................... Certain Liabilities Included in Costs of Construction ..................... Site Representatives.......................................................................40 Management Audit; Access to Records.............................................42 Information Requirements ............................................................... Information Performance Review...................................................45

37 40

43

ARTICLE VI - PROJECT MANAGEMENT BOARD ................................................... Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Establishment and Purpose ............................................................. Designated Representatives .............................................................. Functions .......................................................................................... Chairman and Chairman's Duties...............................................49 Expenses ........................................................................................... Meetings ........................................................................................... Procedures and Practices..............................................................52

46 46 47 48

50 50

Rights of Existing Owners Under Development Agreement ............ 52

ARTICLE VII - BILLING, PAYMENT AND ACCOUNTING...........................................52 Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 Section 7.10 Cost of Construction; Cost Sharing.............................................52 Construction Budget and Schedules ......................................... Construction Account ................................... ... 52 55

....................................

Payments to be Made During Construction......................... Capital Account .............................................................................

..... 57 60 62 63 72 73 ... 75

Payments to be Made Following Commercial Operation ................ Non-Payment ................................................................................... Cost Audits ....................................................................................... Billing Disputes ..................................... .......................................

Right of Lenders to Make Payments ........................................

ARTICLE VIII - CERTAIN ADDITIONAL AGREEMENTS.......................................75 Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 No Adverse Distinction..................................................................75 Remedies........................................................................................... Cooperation...................................................................................... Approvals ......................................................................................... Preservation of Ecology ................................... 75 78 78

................................ 78

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 1(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 8.6 Section 8.7 Section 8.8 Section 8.9 Section 8.10 Section 8.11 Section 8.12

Safety ................................................................................................ Buy America .................................................................................... Compliance with Laws ....................................................................... Equal Opportunity Clause.................................................................80 No Segregation ............................................................................... Debarment and Suspension ...........................

78 79 80

82

.............................. 83

Plant Access and Safety Conscious Work Environment....................84 85 85

ARTICLE IX - MISCELLANEOUS .................................................................................... Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Section 9.6 Section 9.7 Section 9.8 Section 9.9 Section 9.10 Section 9.11 Section 9.12 Section 9.13 ATTACHMENTS: Appendix A: Schedule of Definitions Exhibit A-1 - Description of the Identified Sites Exhibit A-2 - Declaration of Covenants Exhibit B - Consents and Approvals Exhibit C - Carrying Costs Exhibit D - Form of Notice of OPC Default No Delay ........................................................................................... Further Assurances ...................................

.......................... ....... 85 85 86

Governing Law ................................................................................ Notice ................................................................................................ No Partnership.................................................................................87 Time of Essence ..................................................................................... Amendments .................................................................................... Successors and Assigns ...................................................................... Counterparts.................................................................................... Several Agreements ....................................... ...................................... .....................

87 88 88 88 88 88 89

Computation of Ownership Interest................... Confidentiality .........................................

......................................

Termination of Participation...........................................................91

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICIPATION AGREEMENT THIS PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP

PARTICIPATION AGREEMENT (the "Agreement"), dated as of April 21, 2006, is by and among GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia ("GPC"), OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia ("OPC"), the MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia ("MEAG"), and the CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners ("Dalton") (GPC, OPC, MEAG and Dalton being hereinafter individually referred to as a "Party" and collectively called the "Parties"). WITNESSETH WHEREAS, the Parties have entered into that certain Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units dated as of May 13, 2005, as amended (the "Development Agreement"), whereby the Parties authorized the Agent (as defined herein) to undertake certain development activities on their behalf and made certain other consents and grants with regard to the development, licensing, construction, operation and maintenance of the Additional Units, among other things; WHEREAS, pursuant to Section 1.6 of the Development Agreement, the Parties agreed to negotiate in good faith Definitive Agreements, including this Agreement; and

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

WHEREAS, the Parties desire and intend to establish their respective ownership rights in the Additional Units and related property as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, each of GPC, OPC, MEAG and Dalton hereby agrees as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions. In addition to the initially capitalized terms and phrases

defined in the preamble of this Agreement and except as otherwise defined herein, capitalized terms used herein shall have their respective meanings in the Schedule of Definitions attached hereto as Appendix A to this Agreement. Section 1.2 Interpretations. In this Agreement, unless the context otherwise requires,

the singular shall include the plural and any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import when used in this Agreement shall, unless otherwise expressly specified, refer to this Agreement as a whole and not to any particular provision of the Agreement. Whenever the term "including" is used in this Agreement in connection with a listing of items included within a prior reference, such listing shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on or exclusive listing of the items included within the prior reference. Any reference in this Agreement to "Section," "Article," "Appendix," "Exhibit" or "Schedule" shall be references to this Agreement unless otherwise stated, and all such Appendices, Exhibits and Schedules are incorporated in this Agreement by reference. In the event that any index or publication referenced in this Agreement ceases to be published, each such reference shall be deemed a reference to a successor or alternate index or publication reasonably agreed to by the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Parties. Unless specified otherwise, a reference to a given agreement or instrument, and all schedules, exhibits, appendices and attachments thereto, shall be a reference to that agreement or instrument as modified, amended, supplemented and restated, and in effect from time to time. Unless otherwise stated, any reference in this Agreement to any entity shall include its permitted successors and assigns, and in the case of any Governmental Authority, any person succeeding to its functions and capacities. The descriptive headings of the various Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. Section 1.3 Construction. In the event of a conflict between the text of this

Agreement and any Schedule, Exhibit or Appendix thereto, the terms of this Agreement shall prevail. GPC, OPC, MEAG and Dalton acknowledge that each was actively involved in the

negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against any of GPC, OPC, MEAG or Dalton because one is deemed to be the author thereof. ARTICLE II
REPRESENTATIONS AND WARRANTIES

Section 2.1

OPC Representations and Warranties.

OPC hereby represents and

warrants to GPC, MEAG and Dalton as follows (which such representations and warranties will be deemed repeated, as applicable, at the times OPC elects any Initial Percentage Interest, Minimum Binding Percentage Interest, Supplemental Percentage Interest, Maximum Binding Percentage Interest and Final Percentage Interest in each Additional Unit): (a) OPC is an electric membership corporation duly organized, validly

existing and in good standing under the laws of the State of Georgia and has all requisite

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Definitive Agreements to which it is or will be a party and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future. (b) The execution, delivery and performance by OPC of this Agreement and

each of the other Definitive Agreements to which it is or will be a party have been or when executed will be duly and effectively authorized by all requisite corporate action except as disclosed on Exhibit B. (c) The execution, delivery and performance of this Agreement and each of

the other Definitive Agreements to which OPC is or will be a party do not and will not contravene the organizational documents of OPC or any applicable law binding on or affecting OPC or its properties. (d) Subject to the receipt of the consents and approvals disclosed on Exhibit B

with respect to OPC, the execution, delivery and performance of this Agreement and each of the other Definitive Agreements to which OPC is or will be a party do not (i) violate any indenture, mortgage or other material contract, agreement or instrument to which OPC is a party or by which OPC or any of its property is bound; (ii) constitute a default by OPC under any such contract, agreement or instrument; or (iii) result in the creation of any lien upon the property of OPC (other than as permitted under any of the Definitive Agreements). (e) Except as disclosed on Exhibit B, all consents, authorizations and

approvals of, and registrations and declarations with, any governmental authority necessary for the due execution, delivery and performance by OPC of this Agreement and each of the other Definitive Agreements to which OPC is or will be a party have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Agreement and each of the other Definitive Agreements to which it is or will be a party. (f) Each of this Agreement and the other Definitive Agreements to which

OPC is or will be a party constitutes, or, upon the due execution and delivery thereof by OPC, and, with respect to the Amended and Restated Operating Agreement and Nuclear Managing Board Agreement, upon approval of the Administrator of the Rural Utilities Service, will constitute, the legal, valid and binding obligation of OPC, enforceable against OPC in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). Section 2.2 MEAG Representations and Warranties. MEAG hereby represents and

warrants to GPC, OPC and Dalton as follows (which such representations and warranties will be deemed repeated, as applicable, at the times MEAG elects any Initial Percentage Interest, Minimum Binding Percentage Interest, Supplemental Percentage Interest, Maximum Binding Percentage Interest and Final Percentage Interest in each Additional Unit): (a) MEAG is a public body corporate and politic and an instrumentality of the

State of Georgia duly organized and validly existing under the laws of the State of Georgia and has all requisite power and authority to enter into and perform its obligations under this Agreement and each of the other Definitive Agreements to which it is or will be a party and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(b)

The execution, delivery and performance by MEAG of this Agreement

and each of the other Definitive Agreements to which MEAG is or will be a party have been or when executed will be duly and effectively authorized by all requisite corporate action except as disclosed on Exhibit B. (c) The execution, delivery and performance of this Agreement and each of

the other Definitive Agreements to which MEAG is or will be a party do not and will not contravene the organizational documents of MEAG or any applicable law binding on or affecting MEAG or its properties. (d) Subject to the receipt of the consents and approvals disclosed on Exhibit B

with respect to MEAG, the execution, delivery and performance of this Agreement and each of the other Definitive Agreements to which MEAG is or will be a party do not (i) violate any indenture, mortgage or other material contract, agreement or instrument to which MEAG is a party or by which MEAG or any of its property is bound; (ii) constitute a default by MEAG under any such contract, agreement or instrument; or (iii) result in the creation of any lien upon the property of MEAG (other than as permitted under any of the Definitive Agreements). (e) Except as disclosed on Exhibit B, all consents, authorizations and

approvals of, and registrations and declarations with, any governmental authority necessary for the due execution, delivery and performance by MEAG of this Agreement and each of the other Definitive Agreements to which MEAG is or will be a party have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Agreement and each of the other Definitive Agreements to which it is or will be a party.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(f)

Each of this Agreement and the other Definitive Agreements to which

MEAG is or will be a party constitutes, or, upon the due execution and delivery thereof by MEAG, and, with respect to the Amended and Restated Operating Agreement and Nuclear Managing Board Agreement, upon approval of the Administrator of the Rural Utilities Service, will constitute, the legal, valid and binding obligation of MEAG, enforceable against MEAG in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). Section 2.3. Dalton Representations and Warranties. Dalton hereby represents and

warrants to GPC, OPC and MEAG as follows (which such representations and warranties will be deemed repeated, as applicable, at the times Dalton elects any Initial Percentage Interest, Minimum Binding Percentage Interest, Supplemental Percentage Interest, Maximum Binding Percentage Interest and Final Percentage Interest in each Additional Unit): (a) Dalton is an incorporated municipality in the State of Georgia duly

organized and validly existing under the laws of the State of Georgia and has all requisite power and authority to enter into and perform its obligations under this Agreement and each of the other Definitive Agreements to which it is or will be a party and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future. (b) The execution, delivery and performance by Dalton of this Agreement and

each of the other Definitive Agreements to which Dalton is or will be a party have been or when executed will be duly and effectively authorized by all requisite corporate action except as disclosed on Exhibit B.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE required reviewers shall use the information only for purposes of review and evaluation.

(c)

The execution, delivery and performance of this Agreement and each of

the other Definitive Agreements to which'Dalton is or will be a party do not and will not contravene the constitutional documents of Dalton or any applicable law binding on or affecting Dalton or its properties. (d) Subject to the receipt of the consents and approvals disclosed on Exhibit B

with respect to Dalton, the execution, delivery and performance of this Agreement and each of the other Definitive Agreements to which Dalton is or will be a party do not (i) violate any indenture, mortgage or other material contract, agreement or instrument to which Dalton is a party or by which Dalton or any of its property is bound; (ii) constitute a default by Dalton under any such contract, agreement or instrument; or (iii) result in the creation of any lien upon the property of Dalton (other than as permitted under any of the Definitive Agreements). (e) Except as disclosed on Exhibit B, all consents, authorizations and

approvals of, and registrations and declarations with, any governmental authority necessary for the due execution, delivery and performance by Dalton of this Agreement and each of the other Definitive Agreements to which Dalton is or will be a party have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Agreement and each of the other Definitive Agreements to which it is or will be a party. (f) Each of this Agreement and the other Definitive Agreements to which

Dalton is or will be a party constitutes, or, upon the due execution and delivery thereof by Dalton, and, with respect to the Amended and Restated Operating Agreement and Nuclear Managing Board Agreement, upon approval of the Administrator of the Rural Utilities Service,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

will constitute, the legal, valid and binding obligation of Dalton, enforceable against Dalton in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). Section 2.4 GPC Representations and Warranties. GPC hereby represents and

warrants to OPC, MEAG and Dalton as follows (which such representations and warranties will be deemed repeated, as applicable, at the times GPC elects any Initial Percentage Interest, Minimum Binding Percentage Interest, Supplemental Percentage Interest, Maximum Binding Percentage Interest and Final Percentage Interest in each Additional Unit): (a) GPC is a corporation duly organized, validly existing and in good standing

under the laws of the State of Georgia and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Definitive Agreements to which it is or will be a party and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future. (b) The execution, delivery and performance by GPC of this Agreement and

each of the other Definitive Agreements to which GPC is or will be a party have been or when executed will be duly and effectively authorized by all requisite corporate action except as disclosed on Exhibit B. (c) The execution, delivery and performance of this Agreement and each of

the other Definitive Agreements to which GPC is or will be a party do not and will not contravene the organizational documents of GPC or any applicable law binding on or affecting GPC or its properties.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(d)

Subject to the receipt of the consents and approvals disclosed on Exhibit B

with respect to GPC, the execution, delivery and performance of this Agreement and each of the other Definitive Agreements to which GPC is or will be a party do not (i) violate any indenture, mortgage or other material contract, agreement or instrument to which GPC is a party or by which GPC or any of its property is bound; (ii) constitute a default by GPC under any such contract, agreement or instrument; or (iii) result in the creation of any lien upon the property of GPC (other than as permitted under any of the Definitive Agreements). (e) Except as disclosed on Exhibit B, all consents, authorizations and

approvals of, and registrations and declarations with, any governmental authority necessary for the due execution, delivery and performance by GPC of this Agreement and each of the other Definitive Agreements to which GPC is or will be a party have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Agreement and each of the other Definitive Agreements to which it is or will be a party. (f) Each of this Agreement and the other Definitive Agreements to which

GPC is or will be a party constitutes, or, upon the due execution and delivery thereof by GPC, and, with respect to the Amended and Restated Operating Agreement and Nuclear Managing Board Agreement, upon approval of the Administrator of the Rural Utilities Service, will constitute, the legal, valid and binding obligation of GPC, enforceable against GPC in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity).

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ARTICLE III CONDITIONS Section 3.1 GPC's Conditions Precedent. The effectiveness of all obligations of

GPC under this Agreement and the Definitive Agreements to which it is a party is subject to the fulfillment, prior to or at the Effective Date, of each of the following conditions (or the waiver in writing of such conditions by GPC): (a) GPC shall not have discovered any material error, misstatement or

omission in the representations and warranties made by OPC, MEAG or Dalton in this Agreement. (b) GPC shall have been furnished with certificates of the chief executive

officers of each of OPC, MEAG and Dalton, dated the Effective Date, certifying in such detail as GPC may request to the fulfillment of the foregoing conditions. Section 3.2 OPC's Conditions Precedent. The effectiveness of all obligations of

OPC under this Agreement and the Definitive Agreements to which it is a party is subject to the fulfillment, prior to or at the Effective Date, of each of the following conditions (or the waiver in writing of such conditions by OPC): (a) OPC shall not have discovered any material error, misstatement or

omission in the representations and warranties made by GPC, MEAG or Dalton in this Agreement. (b) OPC shall have been furnished with certificates of the chief executive

officers of each of GPC, MEAG and Dalton, dated the Effective Date, certifying in such detail as OPC may request to the fulfillment of the foregoing conditions.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 3.3

MEAG's Conditions Precedent. The effectiveness of all obligations of

MEAG under this Agreement and the Definitive Agreements to which it is a party is subject to the fulfillment, prior to or at the Effective Date, of each of the following conditions (or the waiver in writing of such conditions by MEAG): (a) MEAG shall not have discovered any material error, misstatement or

omission in the representations and warranties made by GPC, OPC and Dalton in this Agreement. (b) MEAG shall have been furnished with certificates of the chief executive

officers of each of GPC, OPC and Dalton dated the Effective Date, certifying in such detail as MEAG may request to the fulfillment of the foregoing conditions. Section 3.4 Dalton's Conditions Precedent. The effectiveness of all obligations of

Dalton under this Agreement and the Definitive Agreements to which it is a party is subject to the fulfillment, prior to or at the Effective Date, of each of the following conditions (or the waiver in writing of such conditions by Dalton): (a) Dalton shall not have discovered any material error, misstatement or

omission in the representations and warranties made by GPC, OPC and MEAG in this Agreement. (b) Dalton shall have been furnished with certificates of the chief executive

officers of each of GPC, OPC and MEAG, dated the Effective Date, certifying in such detail as Dalton may request to the fulfillment of the foregoing conditions. Section 3.5 Mutual Conditions Precedent. The effectiveness of the obligations of

each Party to each other Party hereunder is, unless waived in writing by each such Party prior to

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

or at the Effective Date (which waiver is deemed effective upon the execution and delivery of this Agreement by such Party), subject to the further conditions that: (a) The Parties shall have executed the Amended and Restated Operating

Agreement and the Nuclear Managing Board Agreement. (b) (c) The Parties shall have executed the Declaration of Covenants. GPC and Southern Nuclear Operating Company, Inc. shall have executed

the Amended and Restated Nuclear Operating Agreement dated as of the Effective Date. (d) All requisite governmental, regulatory and vendor approvals of the

execution, delivery and performance of the Definitive Agreements and the consummation of the transactions contemplated hereby and thereby by the Parties shall have been received except for the consents and approvals disclosed on Exhibit B. Section 3.6 Conditions Subsequent. The continued effectiveness of the obligations

of each Party to each other Party hereunder is subject to the further conditions that: (a) Each Party has, after diligent pursuit, obtained the necessary consents or

approvals set forth on Exhibit B hereto with regard to such party within one hundred and eighty (180) days from the Effective Date, unless the Parties otherwise agree. (b) Each Party shall have been furnished with an opinion of counsel for each of the

other Parties dated as of the date on which all consents and approvals on Exhibit B have been obtained, and delivered no later than ten (10) days after notification of such date, to the effect that: (1) in the case of the opinion of counsel for GPC, (a) GPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has corporate power and authority to enter into and perform its obligations under this Agreement and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

future, (b) the execution, delivery and performance of this Agreement by GPC have been duly and effectively authorized by all requisite corporate action, and (c) this Agreement has been duly executed and delivered by GPC and constitutes the legal, valid and binding obligation of GPC, enforceable against GPC in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity); (2) in the case of the opinion of counsel for OPC, (a) OPC is an electric membership corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future, (b) the execution, delivery and performance of this Agreement by OPC have been duly and effectively authorized by all requisite action, and (c) this Agreement has been duly executed and delivered by OPC and constitutes the legal, valid and binding obligation of OPC, enforceable against OPC in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity); (3) in the case of the opinion of counsel for MEAG, (a) MEAG is a public body corporate and politic and an instrumentality of the State of Georgia duly organized and validly existing under the laws of the State of Georgia and has all requisite power and authority to enter into and perform its obligations under this Agreement and to conduct its business as it is now being conducted and as it is contemplated to be conducted in the future, (b) the execution, delivery and performance of this Agreement by MEAG have been duly and effectively authorized by all action, and (c) this Agreement has been duly executed and delivered by MEAG and constitutes the legal, valid and binding obligation of MEAG

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

enforceable against MEAG in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity); and (4) in the case of Dalton, (a) Dalton is an incorporated municipality in the State of Georgia, duly and validly organized and validly existing under the laws of the State of Georgia, (b) the execution, delivery and performance of this Agreement by Dalton have been duly and effectively authorized by all requisite action, and (c) this Agreement has been duly executed and delivered by Dalton and constitutes the legal, valid and binding obligation of Dalton enforceable against Dalton in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity). ARTICLE IV OWNERSHIP RIGHTS AND OBLIGATIONS Section 4.1 Tenants in Common. Except as provided below, the Participating Parties

shall have title to the applicable Additional Unit Property as tenants in common and shall, as cotenants with undivided ownership interests therein and subject to the terms of this Agreement and the Amended and Restated Operating Agreement, have the related rights and obligations, including payment therefor, and be entitled to the output of each Additional Unit in proportion to their Ownership Interests in such Additional Units. The Participating Parties shall have title to the Related Facilities as tenants-in-common and shall, as co-tenants with undivided ownership interest therein and subject to the terms of this Agreement and the Amended and Restated Operating Agreement, have the related rights and obligations, including payment therefor in proportion to their Weighted Ownership Interests in the Additional Units. The Ownership

Interests of the Parties will be determined pursuant to the Development Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 4.2 (a)

Alienation and Assignment. Prior to the determination of the Participating Parties' Final Percentage

Interests in the Additional Units, no Participating Party may sell, lease, convey, transfer, assign, encumber or alienate in any manner whatsoever its Ownership Interest, or any portion or portions thereof, in any Additional Unit Property to any other party (including another Participating Party), except as provided in Section 4.2(b) hereof and in Sections 3.4 and 3.7 of the Development Agreement. Following such determination, except with the prior written

consent of the Participating Parties owning at least an aggregate 90% Ownership Interest in the applicable Additional Unit Property and except as provided in Section 4.2(b), until the expiration of the operating license for the applicable Additional Unit to be granted by the NRC, as renewed from time to time, none of the Participating Parties shall have the right to sell, lease, convey, transfer, assign, encumber or alienate in any manner whatsoever its Ownership Interest, or any portion or portions thereof, in any Additional Unit Property to any other party (including another Participating Party) without either: (i) first offering, subject to all requisite regulatory approval, such sale, lease or other conveyance to the other Participating Parties pro rata in accordance with their respective Ownership Interests in such Additional Unit Property upon the same terms and conditions as the proposed sale, lease or conveyance to such other party, which offer shall be made in the form of a proposed contract and shall be open for acceptance by the other Participating Parties for a period of one hundred and twenty (120) days and in the event such offer is accepted by all such other Participating Parties, the Participating Parties shall proceed to a closing pursuant to the terms of the aforesaid contract in an expeditious manner. In the event such

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offer is accepted by one or more but is not accepted by all of the other Participating Parties within the aforesaid one hundred and twenty-day period, the offeror shall offer the unaccepted portion of such offer to the Participating Parties who accepted the original offer, who shall then have thirty (30) days to accept the offer of such unaccepted portion. In the event that any of such offers is not timely accepted, the offering Participating Party shall be entitled to consummate the proposed sale, lease or other conveyance to such other party; provided, however, that if the offering Participating Party does not consummate the proposed sale, lease or other conveyance of such interest within a period of one (1) year after the date of its initial offer to the other Participating Parties, no such sale, lease or other conveyance may be consummated without re-offering the sale, lease or conveyance to such other Participating Parties pursuant to either this Section 4.l(a)(i) or Section 4.2(a)(ii); or (ii) first offering, subject to all requisite regulatory approval, to the other Participating Parties pro rata in accordance with their respective Ownership Interests in such Additional Unit Property, such offering Participating Party's Ownership Interest, or portion thereof, which it seeks to sell, lease or otherwise convey (the "Offered Interest"). The offering Participating Party shall first

deliver a written notice to the other Participating Parties stating its intent to offer the Offered Interest in accordance with this Section 4(a)(ii). Not less than 60 days after delivering such notice, the offering Participating Party will deliver a written offer (the "Purchase Option Offer") to the other Participating Parties detailing a purchase price (the "Purchase Price") for the Offered Interest, which Purchase

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Price will represent a fair value for the Offered Interest (determined through a commercially reasonable appraisal process or other reasonable means). After

receipt of the Purchase Option Offer, the other Participating Parties shall have one hundred and twenty (120) days to accept such offer and, in the event such offer is accepted by all such other Participating Parties, the Participating Parties shall proceed to a closing in an expeditious manner. In the event such offer is accepted by one or more but is not accepted by all of the other Participating Parties within the aforesaid one hundred and twenty-day period, the offering Participating Party shall offer the unaccepted portion of such offer to the Participating Parties who accepted the original offer, who shall then have thirty (30) days to accept the offer of such unaccepted portion. In the event that any of such offers is not timely accepted, the offering Participating Party shall be entitled to consummate a sale, lease or other conveyance of the Offered Interest to another party (including a Participating Party) on such terms and conditions as the offering Participating Party may determine in its sole discretion; provided, that the offering Participating Party shall not be entitled to sell, lease or otherwise convey the Offered Interest at a price below the Purchase Price without first re-offering such interest to the other Participating Parties at the new purchase price pursuant to either Section 4.2(a)(i) or this Section 4.2(a)(ii); provided, further, that if the offering Participating Party does not consummate a sale, lease or other conveyance of the Offered Interest at a price equal to or greater than the Purchase Price within a period of two (2) years after the date upon which the offering Participating Party first became free to sell, lease or otherwise convey the Offered Interest to third parties hereunder, no such

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

sale, lease or other conveyance may be consummated without re-offering the Offered Interest to the other Participating Parties pursuant to either Section 4.2(a)(i) or this Section 4.2(a)(ii). So long as NRC approval of such a sale, lease or other conveyance is promptly applied for and pursued with due diligence, such two-year period shall be extended until the NRC grants or denies such approval and such action becomes final and non-appealable. In no event shall the offering Participating Party sell, lease or convey such interest to any party (including another Participating Party) which is not financially responsible, taking into account the remaining obligations at the time of such transfer under this Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement, or do so on any terms at variance from those set forth in the aforesaid contract. (b) Notwithstanding the foregoing, each Participating Party shall have the

right to sell, lease, transfer, convey or assign all or part of its Ownership Interest in any Additional Unit Property as contemplated by Sections 4.2(e), 4.2(f), 4.2(g), 4.3(c), 4.9 and 7.7 of this Agreement, or to convey a security interest therein to secure bonds or other obligations issued or to be issued by such Participating Party, without complying with the provisions of this Section 4.2. Each Participating Party shall notify the other Participating Parties in writing as soon as possible after it learns that any lien or security interest has been or will be imposed upon its Ownership Interest in any Additional Unit Property, or has reason to believe that such a lien or security interest will be imposed, other than (i) a lien or security interest in respect of bonds or other obligations issued or to be issued by such Participating Party, or an obligation or liability that does not exceed $100,000.00, and (ii) a lien or security interest in revenues associated with the output of an Additional Unit.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE required reviewers shall use the information only for purposes of review and evaluation.

(c)

In the event of any sale, conveyance, transfer, assignment, or alienation

(other than solely as security for indebtedness or other obligations as permitted hereby) by one of the Participating Parties of its Ownership Interest, or any portion or portions thereof, in any Additional Unit Property, such Participating Party shall cause such transferee to become a party to this Agreement and assume the obligations of the transferor hereunder in proportion to the Ownership Interest so sold, conveyed, transferred, assigned, or alienated. (d) Each of the Participating Parties hereby expressly waives and renounces

for the term of the Amended and Restated Operating Agreement for itself, its successors, transferees and assigns, (a) all rights as a tenant in common in any Additional Unit Property to partition and to an accounting associated therewith and (b) any right to enforce an equitable lien on the Ownership Interest of any Participating Party. (e) Any Participating Party shall have the right to sell, convey, transfer or

assign its Ownership Interest, or any portion or portions thereof, in any Additional Unit Property without the consent of the other Participating Parties and without complying with the provisions of this Section 4.2 in connection with (i) any financial arrangements (including security transactions) for the discharge of nuclear fuel payment obligations as contemplated in and subject to Section 4.6 hereof, or (ii) any sale or transfer to any governmental authority or political subdivision in connection with the financing of pollution control facilities or obtaining any ad valorem tax abatement as contemplated in Section 4.7 hereof; provided, however, that the Agent shall continue to act as agent for the other Participating Parties in connection with such Additional Unit Property. (f) If at any time prior to the first date on which the Participating Parties may

increase their Minimum Binding Percentage Interests (as provided in the Development

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Agreement), any two Participating Parties enter into a power sale agreement whereby one Participating Party (the "Purchasing Participating Party") contracts to purchase output derived from the other Participating Party's (the "Selling Participating Party") Ownership Interest in either of the Additional Units, simultaneously upon expiration of such power sale agreement, the Selling Participating Party shall have the right to sell, convey, transfer or assign that portion of its Ownership Interest in the applicable Additional Unit(s) that corresponds to the output that was the subject of the power sale agreement to the Purchasing Participating Party without complying with the provisions of this Section 4.2, but only in such instance and without affecting such rights for future transfers. (g) In addition to OPC's right to transfer or sell its Ownership Interest under

Section 4.2(a), all or any portion of OPC's Ownership Interest in the Additional Units Property may be transferred or sold pursuant to a foreclosure action or power of sale without complying with the provisions of this Section 4.2 (but only in such instance and without affecting such rights for future transfers), if the transfer or sale is conducted in accordance with this Section 4.2(g). (i) This Section 4.2(g) shall apply if(A) an event of default has

occurred and is continuing under the terms of OPC's Indenture, and (B) an agency or instrumentality of the United States government is a holder of indebtedness secured by OPC's Indenture.

(ii)

Prior to any sale or transfer under this Section 4.2(g), the security

title and lien holder under OPC's Indenture (the "Trustee") shall deliver to the other Participating Parties a written notice of its intention to transfer or sell such Ownership Interest (the "Default Sale Notice"). After receipt of the Default Sale Notice, the other

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Participating Parties shall have one hundred and twenty (120) days to deliver to the Trustee one or more written offers to purchase such Ownership Interest in its entirety on an as-is, where-is basis, without recourse to the Trustee, free and clear of the lien of OPC's Indenture, for a cash purchase price identified in such offer, subject only to receipt of all required regulatory approvals (each, a "Co-Owner Purchase Offer"). If one or more Co-Owner Purchase Offers are received by the Trustee within such ninety-day period, the Trustee must, within one hundred and eighty (180) days after delivery of the Default Sale Notice: (A) identify to all the Participating Parties that submitted Co-Owner

Purchase Offers the Co-Owner Purchase Offer that contains the highest purchase price (the "Prevailing Co-Owner Purchase Offer"); and

(B)

give notice to such Participating Parties of its acceptance or

rejection of the Prevailing Co-Owner Purchase Offer. (iii) If the Trustee accepts the Prevailing Co-Owner Purchase Offer,

then the other Participating Parties will have the right, within thirty (30) days after notice of such acceptance, to participate in the Prevailing Co-Owner Purchase Offer pro rata in accordance with their respective Ownership Interests or as the Participating Parties may otherwise agree. (iv) If the Prevailing Co-Owner Purchase Offer is accepted: (A) such

acceptance shall constitute a binding agreement between the Trustee and the purchasing Participating Parties obligating the Trustee to sell, and the purchasing Participating Parties to purchase, the Ownership Interest identified in the Default Sale Notice at the purchase price specified in the Prevailing Co-Owner Purchase Offer, subject only to

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

receipt of all required regulatory approvals; and (B) the purchasing Participating Parties will be obligated to tender the full amount of the purchase price in immediately available funds to the Trustee within ten (10) days of receipt of all regulatory approvals required for such sale, lease of other conveyance. (v) If

(A) the Trustee does not receive any Co-Owner Purchase Offers within the 120-day period provided above; (B) the purchasing Participating Parties fail to tender the purchase price within the ten-day period as provided above; or (C) the Trustee rejects the Prevailing Co-Owner Purchase Offer, then the Trustee may thereafter proceed to sell, lease or otherwise convey such Ownership Interest to any entity, including any Participating Party, without re-offering such Ownership Interest to the other Participating Parties and without complying with this Section 4.2 (but only in such instance and without affecting such rights for future transfers); provided, that the Participating Parties will not be prohibited from participating in any auction or other bid process for such Ownership Interest after any such event; provided, further that any such sale, lease or other conveyance to an entity other than a Participating Party must be made to an entity (1) that is financially responsible, taking into account the remaining obligations at the time of such transfer or sale under this Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement and (2) that becomes a party to, and assumes the obligations of OPC under, each of the Ownership Agreement, the Operating Agreement and the Nuclear Managing Board Agreement; provided, further that if the Trustee has

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

not, within two (2) years after the occurrence of any of the events described in clauses (A)-(C) above, consummated a sale, lease or other conveyance of such Ownership Interest, the Trustee may not thereafter sell, lease or otherwise convey such Ownership Interest without first re-offering it to the other Participating Parties in accordance with this Section 4.2(g). So long as NRC approval of such a sale, lease or other conveyance is promptly applied for and pursued with due diligence, such two-year period shall be extended until the NRC grants or denies such approval and such action becomes final and Snon-appealable. (h) No Party may assign any of its rights under this Agreement except in connection

with a sale, conveyance, transfer or assignment of an Ownership Interest or any portion thereof as permitted pursuant to the provisions of this Section 4.2. violation of this Section 4.2 is void. Section 4.3 Damage or Destruction. Subject to the receipt of all requisite approvals Any purported assignment in

of the NRC (and any other governmental agency having jurisdiction): (a) In the event any Additional Unit Property or any portion thereof should be

damaged or destroyed and the cost of repairs or reconstruction (less any deductible for insurance related thereto) is estimated to be covered by the aggregate amount of insurance coverage, procured and maintained by the Agent pursuant to Section 4.4 of this Agreement and Section 4.6 of the Amended and Restated Operating Agreement, carried and covering the cost of such repairs and reconstruction, then, unless the Participating Parties owning at least an aggregate 90% Ownership Interest in such Additional Unit Property determine not to repair or reconstruct such Additional Unit Property, the Agent shall cause such repairs or reconstruction to be made so that

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

such Additional Unit Property shall be restored to substantially the same general condition, character or use as existed prior to such damage or destruction. (b) In the event any Additional Unit Property or any portion thereof should be

damaged or destroyed and the cost of repairs or reconstruction (less any deductible for insurance related thereto) is estimated to be more than the aggregate amount of insurance coverage, procured and maintained by the Agent pursuant to Section 4.4 of this Agreement and Section 4.6 of the Amended and Restated Operating Agreement, carried and covering the cost of such repairs or reconstruction, then, if the Participating Parties owning at least an aggregate 90% Ownership Interest in such Additional Unit Property determine to repair or reconstruct such Additional Unit Property, the Agent shall cause such repairs or reconstruction to be made so that such Additional Unit Property shall be restored to substantially the same general condition, character or use as existed prior to such damage or destruction, and the Participating Parties shall share the costs of such repairs or reconstruction in excess of available insurance proceeds in proportion to their respective Ownership Interests in such Additional Unit Property. In the absence of such

determination, the Agent shall not cause such repairs or reconstruction to be made except as provided in subsection (c) below. (c) If as a result of the preceding subsections (a) or (b), any Additional Unit

Property or any portion thereof is not to be repaired or reconstructed but one or more of the Participating Parties desire the repair or reconstruction of such Additional Unit Property, then the Participating Parties shall meet to discuss whether such Additional Unit Property shall be repaired or reconstructed. If the Participating Parties cannot agree that such Additional Unit Property should be repaired or reconstructed, then any Participating Party who does not desire to repair or reconstruct such Additional Unit Property may terminate its participation with respect

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

to such Additional Unit Property, and such Participating Party shall transfer, free and clear of all liens, claims and other encumbrances, its Ownership Interest to the remaining Participating Parties in the proportion which their Ownership Interests in such Additional Unit Property bear to each other, unless such remaining Participating Parties agree to a different proportion. Such transferring Participating Party (i) will receive its share of any insurance proceeds in proportion to its Ownership Interest and will receive payment from the transferee Participating Parties for its Ownership Interest in such Additional Unit Property equal to the appraised fair market value of the damaged Additional Unit Property; and (ii) will pay to the transferee Participating Parties simultaneously with such transfer a share of Decommissioning costs, estimated based on the assumption that Decommissioning occurs at such time, in proportion to such transferring Participating Party's Ownership Interest.

Section 4.4 (a)

Insurance. At all times during the construction, reconstruction, completion, startup,

commissioning, repair, renewal, modification, replacement, alteration or Decommissioning of, or addition to, the Additional Unit Properties, the Agent shall carry in the name of the Participating Parties, as their interests may appear, as the same may be adjusted in accordance with this Agreement, builder's risk (including transit risk, if applicable) or installation floater insurance of the "all risks" type on the Additional Unit Properties in an amount and including such risks as is consistent with the Agent's customary practices and Prudent Utility Practice. The Agent shall also reasonably satisfy itself that all contractors, subcontractors, engineers, equipment suppliers and manufacturers associated with the Additional Units and the Related Facilities have appropriate insurance and limits thereof, with carriers approved by the Agent for workers' compensation, public liability, automobile liability and such other hazards as the Agent shall

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

deem appropriate with respect to the Additional Units and the Related Facilities and the activities relating thereto. Alternatively, the Agent, at its option, may provide for an insurance program for the Additional Units and the Related Facilities in the nature of a "wrap-up" which shall combine all hazards in one policy, with all parties, including owners, contractors, and subcontractors, but not including professional design engineers, equipment suppliers or manufacturers, involved in the Additional Units and the Related Facilities being insured thereunder, as their interests may appear. In any event, the Agent shall require that the insurance covering the activities of contractors, subcontractors, engineers, equipment suppliers and manufacturers associated with the Additional Units and the Related Facilities protect all the Participating Parties to the same extent as they protect the Agent. (b) The Agent shall use its best efforts to require all insurers that provide

insurance pursuant to Section 4.4(a) above to waive all rights of subrogation against any Indemnitee for insured losses associated with the Additional Units or Related Facilities, however caused. (c) At all times during the planning, licensing, design, acquisition,

construction, completion, startup, commissioning, repair, renewal, modification, replacement, alteration or Decommissioning of, or addition to, Additional Units or Related Facilities, the Agent shall require that all contracts with third parties relating to Additional Units or Related Facilities provide the same protection for the Participating Parties as for the Agent. This

protection shall include but not be limited to obligations of such third parties to indemnify all the Participating Parties. The Agent shall use its' best efforts to require all contractors,

subcontractors, engineers, equipment suppliers and manufacturers with whom it enters into contracts to provide insurance coverage under which their insurers waive all rights of

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

subrogation against any Indemnitee. The Agent shall use its best efforts to require that all such insurance contracts expressly provide that each Indemnitee is an intended third party beneficiary of such waiver of subrogation. In addition, all Participating Parties shall be named as additional insureds under the insurance policies covering the activities of any contractor, subcontractor, engineer, equipment supplier or manufacturer associated with the Additional Units or Related Facilities in the same manner and with the same requirements as the Agent. (d) The aggregate cost of all insurance procured by the Agent pursuant to this

Section 4.4 shall be considered a Cost of Construction and as such shall be apportioned among the Participating Parties and paid pursuant to Sections 7.4 and 7.6 hereof. The Agent shall promptly provide copies of all insurance policies procured by the Agent pursuant to this Section 4.4, if requested in writing by a Participating Party, and make available notices with respect thereto to each Participating Party. The Participating Parties may each also maintain additional or other insurance at its own cost and expense which it deems necessary or advisable to protect its interest in or with respect to any Additional Unit, provided that such additional or other insurance does not reduce or diminish in any way the coverage of the insurance procured and maintained by the Agent pursuant to this Section 4.4 and provided further that the Participating Party maintaining such insurance shall use its best efforts to require any such insurers to waive all rights of subrogation against any Indemnitee for insured losses associated with the Additional Units or Related Facilities. Section 4.5 Taxes. To the extent possible, each of the Participating Parties shall

separately report, file returns with respect to, be responsible for and pay all real property, franchise, business, or other taxes or fees, except payroll and sales or use taxes, arising out of its Ownership Interest in any Additional Unit Property; provided, however, that to the extent that

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

such taxes or fees may be assessed against any Additional Unit Property or its operation or the Participating Parties in such a manner so as to make impossible the carrying out of the foregoing provisions of this Section 4.5, or upon mutual agreement of the Participating Parties, then such taxes or fees shall be considered a Cost of Construction and paid from the applicable Construction Account or the applicable Capital Account in accordance with the provisions of Sections 7.4 or 7.6 hereof, but in no event shall any taxes or fees from the payment of which any Participating Party is exempt by law be considered a Cost of Construction. The Participating Parties shall each be responsible for all sales and transfer taxes and recording fees, if any, incurred in connection with the conveyance to them of Ownership Interests in any Additional Unit Property pursuant to this Agreement. Section 4.6 (a) Nuclear Fuel. Subject to the other provisions of this Agreement, and the provisions of

Sections 4.2 and 4.3 of the Amended and Restated Operating Agreement and Sections 4.2 and 4.5 of the Nuclear Managing Board Agreement, the Agent shall have sole authority to and shall arrange for and acquire all nuclear fuel for the Additional Units. (b) As to the acquisition of nuclear fuel for the Additional Units after the date

of this Agreement, each Participating Party shall have the right to make whatever financial arrangements it may desire, whether by lease, security transaction or otherwise, for the discharge of its nuclear fuel payment obligations so long as such arrangements do not adversely affect the rights of any other Participating Party. In respect thereof: (i) The Agent shall give reasonable notice to the other Participating

Parties of its intent in the purchasing, financing or leasing of nuclear fuel, following which each of the other Participating Parties shall give reasonable notice to the Agent of its intended

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

financial arrangement for discharging its obligation for its undivided ownership interest in nuclear fuel. (ii) If such financial arrangement by a Participating Party does not

adversely affect the rights of any other Participating Party, then such other Participating Party may discharge its obligation for its undivided ownership interest in nuclear fuel by such financial arrangement. (iii) If such financial arrangement by a Participating Party does

adversely affect the rights of any other Participating Party, then the Agent shall arrange for the purchasing, financing or leasing of such other Participating Party's undivided ownership interest in nuclear fuel and such other Participating Party shall pay its proportionate share of the costs incurred in such purchasing, financing or leasing by the Agent. (iv) Unless otherwise agreed by the Participating Parties, or as

otherwise provided in Sections 4.2 and 4.3 of the Amended and Restated Operating Agreement and Sections 4.2 and 4.5 of the Nuclear Managing Board Agreement, the Participating Parties shall pay Fuel Costs and shall own nuclear fuel with respect to each Additional Unit in proportion to their respective Ownership Interests in such Additional Unit. Section 4.7 (a) Certain Tax Matters. The Participating Parties shall cooperate with each other in any financing

undertaken by any Participating Party on its own behalf of such Participating Party's Ownership Interest in certain Additional Unit Property used for the control of environmental pollution, through the issuance by the Development Authority of Burke County, Georgia, or its successors or assigns or any other political subdivision or authority, of its industrial revenue notes or bonds, or both, the interest on which will be exempt from federal income taxes, and in seeking state

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

authority therefor and fairly allocating such authority among the Participating Parties that desire such financing. (b) The Participating Parties shall cooperate with each other in any efforts

undertaken by any Participating Party to achieve an abatement of ad valorem taxes with respect to its Ownership Interest in any Additional Unit Property, whether through a sale-and-leaseback transaction with the Development Authority of Burke County, Georgia, or its successors or assigns or any other political subdivision or governmental authority, or otherwise. In the event any Participating Party intends to seek such a tax abatement, such Participating Party will notify the other Participating Parties of such intention prior to commencing discussions or negotiations with respect thereto. Section 4.8 (a) requisite filings Decommissioning Funding Assurance. Subject to Section 5.2 of this Agreement with respect to the filing of with regulatory agencies, each Participating Party shall provide

Decommissioning funding assurance in accordance with the NRC decommissioning planning requirements detailed in 10 C.F.R. 50.75, or any successor thereto ("Decommissioning Funding Assurance"). Each Participating Party shall comply with such NRC decommissioning planning requirements and coordinate with the Agent in such compliance, including the preparation of a report containing a certification of financial assurance for Decommissioning in an amount which provides funding for its Ownership Interest in the applicable Additional Unit(s). (b) The Participating Parties' obligations for Decommissioning Funding

Assurance shall not diminish the Participating Parties' contractual obligations under this Agreement or under the Amended and Restated Operating Agreement. The Agent shall make all

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

reasonable efforts to inform the other Participating Parties as to the planning for and progress of the Decommissioning of each of the Additional Units and the anticipated costs of such activities. Section 4.9 (a) Property Rights.

If(i) after the determination of each Participating Party's Maximum Binding

Percentage Interest with respect to the Additional Units, the Ownership Interests of the Parties in each Additional Unit do not equal the Pro Rata Interests of the Parties, or (ii) after the determination of each Participating Party's Final Percentage Interest with respect to each Additional Unit, the Ownership Interests of the Participating Parties in such Additional Unit do not equal the Maximum Binding Percentage Interests of the Participating Parties; then in either or both cases, as applicable, the Parties will grant fee simple interests in the land for the Identified Site related to such Additional Unit, free and clear of any liens and encumbrances, as may be necessary so that the Identified Site related to such Additional Unit shall be owned by the Participating Parties in accordance with their Ownership Interests (at each such time) in such Additional Unit, and the Parties hereby waive their respective first refusal rights to such transfers as provided in Section 4.2 above, but only in such instance and without affecting such rights for future transfers. A Party will receive the fair market value of any of such Party's interest in land conveyed to the Participating Parties pursuant to this Agreement. The "fair market value" of such land will be appraised with regard to the best and highest use, as burdened by all restrictions existing on the land at Plant Vogtle as of the date of such transfer. Any deed executed pursuant to the provisions of this Section 4.9 (a) shall contain the following language: The parties hereto have entered into that certain Plant Alvin W. Vogle Additional Units Ownership Participation Agreement dated as of April 21, 2006, and that certain Plant Alvin W. Vogle Nuclear Units Amended and Restated Operating Agreement dated as of April 21, 2006 (the "Agreements"). The Agreements, as they may be amended from time to time, govern the ownership of the Parties of

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the property which is the subject of this conveyance, and set forth, among other things, obligations on each of their parts with respect to improvements which are required by the Agreements to be made on said property. The Parties for themselves and for their successors in title, acknowledge, affirm and incorporate into this deed the covenants and rights established in the Agreements, and for that purpose incorporate herein Section 7.7 of the Ownership Agreement and 5.4 of
the Operating Agreement, recorded respectively in Deed Book _ and Deed Book _ , Page _ , of the Burke County Records. , Page _ ,

(b)

Simultaneously herewith, the Parties have entered into a Declaration of

Covenants (as attached hereto as Exhibit A-2) that sets forth certain general blanket easements granted with respect to the development and construction of the Additional Units and provides a right to use the existing resources at Plant Vogtle, including the right to use Common Facilities, to the Participating Parties. Upon the determination of each Participating Party's Maximum

Binding Percentage Interest (pursuant to Section 3.4 of the Development Agreement) with respect to the Additional Units, the Agent, on behalf of the Parties, will determine the metes and bounds of each Identified Site and the locations of easements pursuant to the Declaration of Covenants. (c) As soon as practicable after the date of Commercial Operation with

respect to each Additional Unit, the Agent shall prepare and furnish to each Participating Party descriptions of the Additional Unit Property(ies) in which such Participating Party has an Ownership Interest setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites), real or personal, and rights therein jointly paid for under this Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ARTICLE V AGENCY Section 5.1 Appointment. Each Participating Party hereby irrevocably appoints,

subject to the provisions of Sections 5.3 and 8.9(e), GPC as its agent in connection with the Additional Units to act on its behalf in the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition, replacement, modification and

Decommissioning of the Additional Unit Properties. GPC hereby accepts such appointment. Section 5.2 (a) Authority and Responsibility. The Agent shall have sole authority and responsibility for the planning,

licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of each of the Additional Unit Properties for and on behalf of the Participating Parties, and shall take all actions necessary in discharging such responsibility in accordance with the applicable provisions of this Agreement. In respect thereof, and subject to the applicable provisions of this Agreement, the Agent is authorized, in the name and on behalf of the Participating Parties, to take all reasonable actions which, in the discretion and judgment of the Agent, are deemed necessary or advisable to effect the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of each of the Additional Unit Properties, including without limitation the following: (i) The making of such agreements and modifications of existing

agreements (other than any of the Definitive Agreements or the Development Agreement) and the taking of such other action as the Agent deems necessary or appropriate, in its sole discretion, or as may be required under the regulations or

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

directives of the NRC or such other regulatory agencies having jurisdiction, with respect to the planning, licensing, design, construction, acquisition, completion, startup and commissioning of the Additional Unit Properties for commercial service, and the renewal, addition, replacement or modification of all or any part thereof, whether before or after completion, which such agreements and modifications, together with such existing agreements, shall be held by the Agent for the benefit of the Participating Parties; (ii) The making of such agreements and modifications of existing

agreements (other than any of the Definitive Agreements or the Development Agreement) and the taking of such other action as the Agent deems necessary or appropriate, with the consent of the Participating Parties owning at least an aggregate 90% Ownership Interest in the applicable Additional Unit Property, or as may be required under the regulations or directives of the NRC or such other regulatory agencies having jurisdiction, with respect to the retirement, Decommissioning or salvaging of all or any part of the Additional Unit Property, whether before or after completion, which such agreements and modifications, together with such existing agreements, shall be held by the Agent for the benefit of the Participating Parties; (iii) The execution and filing with the NRC, or such other

regulatory agency having jurisdiction, of applications, amendments, reports and other documents and filings in or in connection with licensing and other regulatory matters with respect to the Additional Unit Properties; and (iv) The receipt on behalf of the Participating Parties of any

notice or other communication from the NRC or other regulatory agency having

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

jurisdiction, as to any licensing or other regulatory matter with respect to the Additional Unit Properties. (b) In discharging its obligations as agent hereunder, the Agent shall have the

right, on its own behalf and on behalf of the Participating Parties, to provide, or to contract with any of its Affiliates for the purchase of, At Cost, any equipment or facilities or the performance of services, At Cost, in connection with any of the Additional Unit Properties. In the event the Agent proposes to acquire services for this Agreement from an Affiliate which involve new investment in excess of twenty five million dollars ($25,000,000) (in 2006 dollars utilizing the Gross Domestic Product Implicit Price Deflator as reported in the Survey of Current Business published by the Bureau of Economic Analysis, United States Department of Commerce, Washington, D.C. as a deflator) in physical facilities (other than additions to Plant Hatch or Plant Vogtle) in order for an Affiliate to provide new services to the Additional Units other than those services supplied by the resources of GPC or its Affiliates as of the Effective Date, the Agent will confer with the Participating Parties in order to determine whether the Participating Parties are able and willing to participate in such investment and to provide an opportunity for such participation; provided, that the Agent shall endeavor to notify the Participating Parties prior to any new investment in an Affiliate for such services. (c) All such agreements described in this Section 5.2 (except for agreements

with Affiliates of the Agent) shall, by their terms, be made assignable by the Agent to any replacement or successor agent pursuant to this Agreement and the Amended and Restated Operating Agreement. The Agent will use its reasonable best efforts to cooperate fully with any replacement or successor agent to effect the assignment of all agreements described in this Section 5.2 (other than agreements with Affiliates of the Agent) and otherwise to secure for such

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

replacement or successor agent the benefits of any other agreements described in this Section 5.2 (other than agreements with Affiliates of the Agent). (d) The Agent shall cause all third parties which are parties to the agreements

described in this Section 5.2 to acknowledge the information and audit rights of the Participating Parties under the Definitive Agreements, and to commit to cooperate with the Agent, the Participating Parties and their representatives in connection therewith and to provide information described thereunder (including any information deemed confidential or proprietary) to the Agent, the Participating Parties and their representatives, which shall be held in accordance with Section 9.12 of this Agreement. Information requested by a Participating Party may not be

refused on the grounds that such third party claims such information to be proprietary if such Participating Party agrees to execute an agreement satisfactory to any such third party to protect such information from unwarranted disclosure.

Section 5.3 (a)

Standards of Conduct. As the sole standards against which its conduct as agent for the other

Participating Parties shall be measured notwithstanding any provision of law, and as the sole liability for failure to comply with such standards notwithstanding any provision of law: The

Agent shall use its reasonable best efforts to discharge its responsibilities as agent in accordance with Prudent Utility Practice, and to use its reasonable best efforts, in conformity with Prudent Utility Practice, to have each of the Additional Units in Commercial Operation by the dates specified in the notice of Major Milestone related to each Additional Unit, or such later date as is specified by the Agent in connection with any deferral permitted under subsection (b) below, except in connection with any discontinuance of the development or construction of an Additional Unit or the Additional Units permitted pursuant to subsection (b) below. In the event

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the Agent fails at any time to comply with the provisions of the preceding sentence, the other Participating Parties, as their sole and exclusive remedy, legal or equitable, shall have the right, subject to approval of the NRC, to remove the Agent as agent upon written notice to the Agent executed by all the other Participating Parties, proyided that if an Affiliate of the Agent has an Ownership Interest in either or both of the Additional Units, its execution of such notice shall not be unreasonably withheld. Following receipt of such notice the Agent shall continue as agent for the other Participating Parties until its successor has been appointed, subject to approval of the NRC, by the action of Participating Parties owning not less than an aggregate 90% Weighted Ownership Interest in the Additional Units; provided, that the concurrence in such appointment by the Agent as a Participating Party or by any Affiliate of the Agent which has an Ownership Interest in either or both of the Additional Units shall not be unreasonably withheld. All actions taken by GPC as Agent prior to the effective appointment of a successor agent shall be deemed ratified and affirmed by the other Parties. (b) GPC may elect to discontinue or defer the development or construction of

an Additional Unit or the Additional Units only as provided in Section 3.8 of the Development Agreement. In addition, if the participation in an Additional Unit is not fully subscribed at the time the Final Percentage Interests of the Participating Parties are determined with respect to such Additional Unit, the development of such Additional Unit shall be deferred until the earlier of (i) the date the applicable Participating Parties reach agreement on the full subscription for the development of such Additional Unit, or (ii) the expiration of the deferral period authorized under Section 3.8 of the Development Agreement. If the Development Agreement is terminated pursuant to Section 3.8 thereof, then this Agreement shall likewise terminate.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(c)

If the sum of GPC's and its Affiliates' Weighted Ownership Interest in the

Additional Units is at any time below 10%, then (i) the other Participating Parties will have the right, upon written notice, to remove GPC as the Agent in the manner set forth in Section 5.3(a) above by the action of the other Participating Parties owning not less than an aggregate 67% Weighted Ownership Interest in the Additional Units; and (ii) GPC shall have the right to resign from its duties as Agent hereunder, upon written notice to the other Participating Parties, and a successor agent shall be selected by the action of the other Participating Parties owning not less than an aggregate 67% Weighted Ownership Interest in the Additional Units within one (1) year (or such greater time if the other Participating Parties are proceeding with due diligence to select and license a successor agent) of such notice from GPC; provided, that GPC shall continue to perform the functions of the Agent in accordance with the provisions of this Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement and cooperate in the selection and approval of a successor agent until the successor agent has received approval from the NRC; provided, further, however that in the event the other Participating Parties are unable to obtain approval from the NRC of a successor agent within one (1) year (or such greater time if the other Participating Parties are proceeding with due diligence to select and license a successor agent) of GPC's notice as provided above, then the other Participating Parties shall pay to GPC an administrative fee each month thereafter equal to ten percent (10%) of the non-fuel Operation and Maintenance Budget (as defined in the Nuclear Managing Board Agreement) for each such month after such period, provided, further that such fee will not be owed if any delay in licensing a successor agent is caused by the actions of GPC. In the event GPC is removed or resigns as Agent pursuant to this Section 5.3(c), GPC

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

simultaneously shall be deemed to have been removed or to have resigned as Agent under the Amended and Restated Operating Agreement with respect to the Additional Units. Section 5.4 Certain Liabilities Included in Costs of Construction. Any liability of

the Agent or any Participating Party to any third party which results from any action or failure to act on the part of the Agent relating to, resulting from, arising out of or attributable to any of the planning, licensing, design, acquisition, construction, reconstruction, completion, startup, commissioning, repair, renewal, modification, replacement, alteration or Decommissioning of, or addition to, any applicable Additional Unit(s), and any legal fees, defense costs and costs of investigation relating to any such liability or alleged liability, shall be included in the Cost of Construction and apportioned among the Participating Parties pursuant to Sections 7.4 and 7.6 hereof; provided, however, that the foregoing shall not apply to (i) any liability or alleged liability of the Agent or of any Party based upon any failure or alleged failure of responsibility to shareholders, customers, members, participants, trustees, bondholders or other lenders of the Agent, any Party or any of their Affiliates or (ii) any liability resulting from any failure to comply with the provisions of Section 8.1 or any legal fees, defense costs and cost of

investigation relating to any unsuccessful defense against any such liability. Section 5.5 (a) Site Representatives. Each Participating Party shall have the right to have a duly authorized

representative (each a "Site Representative") at each of the applicable Additional Unit sites at all reasonable times to observe the performance of the Agent hereunder with respect to each Additional Unit, provided that such Site Representative shall not interfere with the Agent's rights and obligations hereunder. A Participating Party may request in writing to the Agent to place a reasonable number of additional Site Representatives at either Additional Unit site. The Agent's

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

consent to such request shall not be unreasonably withheld or delayed. In the event that the Agent's project management reasonably considers that the conduct of any Site Representative is interfering with such performance, the Agent may bring such matters to the attention of the management of the Participating Party which has designated such Site Representative and request that appropriate measures be taken by such Participating Party to address such concerns. The management of such Participating Party in response to any such request shall thereupon take such measures, including at its discretion replacement of such Site Representative, as it deems appropriate to address such concerns. If issues of a continuing nature arise involving any Site Representative, the Nuclear Managing Board will review the circumstances and make recommendations as appropriate to Participating Party or to the Agent. (b) The Agent will make available work space for each Participating Party's

Site Representative in proximity to the Agent's own work space at each of the Additional Unit sites. (c) The Site Representatives shall have access to the applicable Additional

Unit sites except as limited by Section 8.12 hereof and any other applicable legal requirements. (d) As a matter of professional courtesy, and in order to promote good

relations with personnel on the site, the Site Representatives will be invited to attend training, educational, professional and team-building functions at Plant Vogtle. In order to assure that they are kept informed about management activities, Site Representatives will be provided access to (pursuant to Section 5.7) or copies of daily, weekly and monthly reports that are routinely distributed to the Agent's on-site management level personnel with respect to the development, planning, design, licensing, acquisition, construction, completion, startup,

commissioning, renewal, addition, replacement, modification and/or Decommissioning of the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Additional Units, at the same time such reports are distributed to such personnel. Upon initial assignment, a new Site Representative will be invited to attend as an observer, one of each type of routine management meetings with respect to the Additional Units, except those devoted to internal personnel matters and staff working meetings involving conflict resolution activities where Site Representative presence would be obviously inappropriate. Each Site Representative (or his designee) may attend any meeting, whether on-site or off-site, other than (i) personnel or conflict-resolving meetings as described above, and (ii) any other meetings that the Agent's project management or senior management shall reasonably request such Site Representative not attend. If the management of the Participating Party represented by the excluded Site

Representative disagrees that the closure of meetings or types of meetings was reasonable, then the management of such Participating Party may request the management of the Agent to review the matter. If the management of the Agent concludes that the closure of such meetings was not based on reasonable grounds, the Participating Party's Site Representative shall be permitted to attend such meetings. If the management of the Agent concludes that the closure was

reasonable, and the management of such Participating Party still disagrees, the matter may be referred to the Nuclear Managing Board for review and recommendations. (f) Subject to Section 8.12 hereof, each Participating Party shall have the

additional right to have its representatives and guests visit each applicable Additional Unit site, with prior approval of the Agent, to tour the facilities and observe development and construction activities. Such representatives and guests shall comply with all applicable rules and regulations in effect at the plant whether imposed by governmental authority or by the Agent. Section 5.6 Management Audit; Access to Records. Any Participating Party shall

have the right to conduct a management audit, at its own cost, of the Agent's performance

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

hereunder, either by such Participating Party's own officers and employees or through its duly authorized agents or representatives (including any auditor utilized by such Participating Party, or any nationally recognized accounting firm designated by such Participating Party or by the Administrator of the Rural Utilities Service). The Agent shall cooperate with such Participating Party in the conducting of such audit and, subject to the applicable regulations of the NRC and the requirements of vendors, give such Participating Party reasonable access to all architectural, engineering and design drawings and specifications, contracts, books, records, reports or other documents relating to the applicable Additional Unit(s), and each Participating Party may make copies of such materials. Following any such management audit, the Agent shall respond to the findings of such audit if reasonably requested to do so by a Participating Party. Management audits by individual Participating Parties shall be coordinated and scheduled through the Agent so as to minimize the number of audits required. The handling, disclosure and use of any such information will be governed by the confidentiality provisions of this Agreement as set forth in Section 9.12. Section 5.7 (a) Information Requirements. The Agent will provide the Participating Parties with information relating

to the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Unit Properties and the Costs of Construction to be paid by the Participating Parties hereunder (collectively, "Relevant Information") as provided in this Section 5.7 and other provisions of this Agreement, with the objective of assuring that the Participating Parties remain fully informed in a timely manner with respect to matters that could impact decisions made or to be made by the Project Management Board, the Agent or the Participating Parties under this Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(b)

The Agent will develop and maintain a system to permit the Participating

Parties (through their Designated Representatives and Site Representatives, as appropriate) to have electronic access to Relevant Information except to the extent electronic access thereto is limited by NRC, Department of Labor or related requirements and the practicalities and costeffectiveness of information management and access. The cost directly associated with the development and implementation of such system, such as software programming and hardware costs dedicated to the system, shall be treated as a Cost of Construction. The information provided on such system shall be in a format and safeguarded as may be reasonably determined by the Agent. The Agent, after the receipt of input from the Participating Parties, shall establish and distribute reasonable data exchange and protection protocols with respect to the access given to the Designated Representatives and Site Representatives, as applicable, of the Participating Parties, which such protocols shall include actions in the case of improper access, user identification and password requirements and similar provisions. (c) Prior to Commercial Operation of each Additional Unit, as a part of the

Relevant Information made available to the Participating Parties hereunder, the Agent shall issue periodic, routine reports to the Project Management Board and Designated Representatives in connection with the development and construction of each Additional Unit with a frequency commensurate with the project activities and resource demands, which shall include the following reports: (i) Monthly reports showing the actual Cost of Construction for the immediately preceding month as compared against the most recent PreConstruction Budget or Construction Budget, as applicable; and

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE required reviewers shall use the information only for purposes of review and evaluation.

(ii)

Monthly reports showing the status and progress regarding the current schedules for the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of each Additional Unit.

At a minimum, such reports will be provided on a monthly basis. Supplemental reports with respect to major project decisions will also be published and distributed prior to (at a minimum, attached to the agenda for such meeting) and in a reasonable time after meetings of the Project Management Board at which any major project decision is made. (d) To the extent a Participating Party requires additional Relevant

Information not available pursuant to Section 5.7(b) or 5.7(c), such Participating Party may make a formal request for additional information. Such request will be in writing and will be sent by such Participating Party's Designated Representative to the Agent's Designated Representative. The Agent's Designated Representative will diligently respond to such requests. The Agent's response to such additional information request shall be in substance and in a format as reasonably determined by the Agent. (e) All information and reports required to be provided by the Agent pursuant

to this Agreement shall be in a format as reasonably determined by the Agent such that the Participating Parties may compare such information and reports to information and reports previously provided by the Agent. Section 5.8 Information Performance Review. At the end of each year during the

term of this Agreement until the date the final Additional Unit achieves Commercial Operation, the Agent will review its performance of the access and information-flow requirements of this Agreement and will solicit feedback from the Participating Parties regarding such performance

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

and the opportunity of each of the Participating Parties to provide input pursuant to Article VI. At any time during this Agreement, any Participating Party may object to the Agent's performance of the access and information-flow requirements of this Agreement or such Participating Party's opportunity to provide input under Article VI, by providing written notice and reasonable detail of such objection to the Agent. The Agent will assess such objection and attempt to remedy the situation. If such Participating Party is still dissatisfied, the Participating Party may state its objection to the Project Management Board to seek resolution, and failing resolution at the Project Management Board level, may further seek resolution between the chief executive officers of such Participating Party and the Agent. ARTICLE VI PROJECT MANAGEMENT BOARD Section 6.1 (a) Establishment and Purpose. The Agent has established a Project Management Board ("Project

Management Board") for the oversight of the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Unit Properties. The purpose of the Project Management Board is to act as the highly integrated senior management oversight board that will make major project decisions for the Agent (with input from the Participating Parties as provided herein) and will provide a forum for the review and discussion of Relevant Information. The Project Management Board shall include senior executive representatives of the Agent and/or its Affiliates from each of the disciplines of power generation, budgeting and finance, external affairs, and project development. (b) The Project Management Board shall perform the functions described in

this Agreement with respect to each Additional Unit until the achievement of Commercial

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Operation of such Additional Unit, at which time the Project Management Board's activities shall be complete in relation to such Additional Unit. Section 6.2 (a) Designated Representatives. Each Participating Party shall designate (i) a representative to serve as its

Designated Representative for the Project Management Board for purposes of this Agreement, and (ii) an alternate to act in the place of the Designated Representative when such Designated Representative is unavailable. Each Participating Party may change its Designated Representative (or alternate) by giving written notice of the change to the Agent, which will promptly distribute a revised consolidated list to all Participating Parties. Each Designated Representative (and alternate) shall be authorized to represent the Participating Party which appointed him or her. (b) The Designated Representatives shall be entitled to attend each meeting of

the Project Management Board and to provide timely input, observations and recommendations with respect to decisions to be made by the Project Management Board and other matters affecting the development, planning, design, licensing, acquisition, construction, completion, startup or commissioning of the Additional Unit Properties, either at meetings of the Project Management Board or in written transmittals to the Agent's Designated Representative. The Project Management Board shall give due regard to the input, observations and recommendations of the Designated Representatives. (c) The Agent shall provide the Designated Representatives with the same

information, analyses, summaries and reports at the same time such information, analyses, summaries or reports are provided to members of the Project Management Board.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 6.3 functions: (a)

Functions. The Project Management Board shall perform the following

Provide senior management oversight of the development, planning, design,

licensing, acquisition, construction, completion, startup and commissioning of the Additional Unit Properties; (b) Disseminate information and coordinate the functions of the multiple

organizations performing activities for the Agent in relation to the Additional Unit Properties; (c) Establish overall schedules for development, planning, design, licensing,

acquisition, construction, completion, startup and commissioning of the Additional Unit Properties and monitor progress against such schedules; (d) Make major project decisions relating to the development, planning, design,

licensing, acquisition, construction, completion, startup and commissioning of the Additional Unit Properties, which include: (i) Selection of reactor technology to be used and other major project vendors as identified in the contracting plan, and the contract arrangement(s) and division of work between the Agent and such vendors; (ii) Design changes or other matters materially impacting the Pre-Construction Budget or Construction Budget; and (iii) Material changes to the estimated date of Commercial Operation for either Additional Unit. (e) Provide a venue for the review and discussion of all Pre-Construction Budgets

and Construction Budgets and any proposed amendments thereto, as further set forth in Section 7.2 hereof;

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(f)

Monitor and control expenditures with respect to Pre-Construction Budgets and

Construction Budgets; and (g) Perform such other functions as may be conferred upon it by the Agent or as

agreed by the Participating Parties. Section 6.4 (a) Chairman and Chairman's Duties.

An appropriate officer of the Agent shall be designated by the Agent to be the

chairman of the Project Management Board (the "Chairman"). (b) The Chairman shall have the following duties: (i) Make all decisions required to be made by the Project Management Board with respect to the issues that are reviewed and discussed through the Project Management Board process. (ii) Schedule meetings of the Project Management Board at such time and place as the Chairman may determine, but not less frequently than every other month after the first meeting, unless the Participating Parties shall otherwise agree; (ii) Provide notice to the Designated Representatives of (A) each regularly scheduled Project Management Board meeting at least thirty (30) days in advance of such meeting, and (B) each supplemental meeting with respect to a major project decision at least seven (7) days in advance of such meeting (except as provided in Section 6.6(b)), in each case unless the Participating Parties consent to shorter notice or an unanticipated exigency arises (and in such exigent circumstances the Designated Representatives

will be provided as much advance notice as possible);

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(iii)

Preside at each Project Management Board meeting and conduct all Project Management Board meetings;

(iv)

Establish the agenda for each Project Management Board meeting, including all items or matters as the Chairman may deem appropriate and such items or matters as may be reasonably requested by a Designated Representative;

(v)

Notify all Designated Representatives of the agenda for each meeting as much in advance of such meeting as may be possible, but in any event no less than seven (7) days prior to such meeting (or as soon as possible with regard to supplemental meetings); and

(vi)

Arrange for the taking of minutes at each Project Management Board meeting.

Section 6.5

Expenses. Each Participating Party shall be responsible for the expenses

of its Designated Representative (and alternate) at any Project Management Board meeting. General meeting expenses and all other expenses necessary in the performance of the Project Management Board functions shall be allocated and paid as a Cost of Construction. Section 6.6 (a) Meetings. The Project Management Board shall first meet in the first quarter after the

Effective Date and thereafter not less frequently than every other month. (b) To the extent reasonably practicable, major project decisions will be made

at regularly scheduled Project Management Board meetings. If a major project decision is to be made before the next regularly scheduled Project Management Board meeting, the Agent shall schedule a supplemental meeting at which such major project decision will be made with as

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

much notice as practicable. In addition, a supplemental meeting shall be held at the request of any Participating Party to review a new matter of imminent, substantial importance to the development, planning, design, licensing, acquisition, construction, completion, startup or commissioning of an Additional Unit; provided, that the Chairman concurs in the necessity and appropriateness of such supplemental meeting. (c) Attendance at Project Management Board meetings shall not be limited to

members of the Project Management Board and Designated Representatives, but the Participating Parties recognize the practical necessity of limiting the participation to attendees at any Project Management Board meeting who are not members or Designated Representatives to those officers, employees, attorneys, accountants or consultants of any Participating Party who are necessary or appropriate with regard to the agenda for such meeting, provided any such attorneys, accountants or consultants must agree to be bound by the confidentiality provisions hereof. If a Participating Party desires to include any additional attendees as participants in any Project Management Board meeting, such Participating Party must submit a written request listing such additional attendees and the purpose for their attendance. The Chairman may approve or reject the attendance of any such additional attendees in his or her sole discretion, and subject to legal requirements, the Chairman may close any meetings of the Project Management Board to only the members of the Project Management Board and the Designated Representatives or, upon his or her own motion, conduct any portion of any meeting in closed session at which attendance may be restricted to Project Management Board members and Designated Representatives (or their alternates, and including counsel) and persons invited by the Chairman.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 6.7

Procedures and Practices. The Project Management Board shall develop

and adopt, and from time to time, modify procedures and practices as may be appropriate for the conduct of its meetings and the performance of its functions, provided that such procedures and practices shall not be inconsistent with the terms of this Agreement. Section 6.8 Rights of Existing Owners Under Development Agreement. The

provisions of this Article VI shall supersede and replace the requirements for meetings and information provided in Section 1.5(d) of the Development Agreement as to Participating Parties; provided, that if a Party ceases to be a Participating Party at any time, Section 1.5(d) of the Development Agreement will remain in effect for such Party. ARTICLE VII BILLING, PAYMENT AND ACCOUNTING Section 7.1 Cost of Construction; Cost Sharing. The Participating Parties

acknowledge that GPC has made payments of the accumulated Cost of Construction for each Additional Unit prior to December 31, 2005. GPC's carrying cost of such accumulated Cost of Construction shall be added to such accumulated Cost of Construction in an amount determined pursuant to the formula on Exhibit C and such amounts.will be paid pursuant to Section 4.1 of the Development Agreement. Section 7.2 (a) Construction Budget and Schedules. The Agent has prepared and delivered to each of the other Participating

Parties an initial pre-construction budget estimate (a "Pre-Construction Budget") of the amounts to be expended in each quarter until the end of the next calendar year, and a summary cash flow to be expended in each quarter to the end of the next calendar year, for each Additional Unit. By May 1 and November 1 of each year following the Effective Date, until replaced by the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

Construction Budget as provided in subsection (b) below, the Agent shall provide the Project Management Board and the Designated Representatives with a revised Pre-Construction Budget for each Additional Unit which shall (i) describe the items of Cost of Construction and the amounts expected to be expended therefor for each month during the twelve-month period commencing on the following January 1 or July 1, as the case may be, and in each year thereafter to the estimated date of Commercial Operation of such Additional Unit; and (ii) include a plan and timetable for obtaining the necessary permits, licenses and approvals from any agency having jurisdiction over the Additional Units and such other plans, timetables or schedules, if any, as the Agent may deem appropriate. (b) No less than thirty days prior to the beginning of construction for an

Additional Unit in accordance with a construction permit or COL issued by the NRC for such Additional Unit, but no later than the notice of Major Milestone for such Additional Unit, the Agent will prepare and deliver to the Project Management Board and the Designated Representatives a construction budget estimate (a "Construction Budget") showing the amounts estimated to be expended by the Participating Parties for the Cost of Construction with respect to such Additional Unit and a summary cash flow to be expended in each quarter to the estimated date of Commercial Operation for such Additional Unit. Each such Construction Budget shall be supported by detail reasonably adequate for the purpose of each Participating Party's reasonable review thereof, and which detail shall include, without limiting the generality of the foregoing, (i) information demonstrating the basis for all allocations of administrative and general expenses and (ii) information demonstrating the basis for any other allocations of expenses between or among the Existing Units and Additional Units, consistent with the Plant Vogtle Cost Allocation Procedures (as defined in the Nuclear Managing Board Agreement), and shall also include (I) the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogte Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

schedule for such Additional Unit containing a critical path analysis for the design and construction of such Additional Unit, (II) a plan and timetable for obtaining the necessary permits, licenses and approvals from any agency having jurisdiction over such Additional Unit, (III) the then currently expected date of Commercial Operation of such Additional Unit, and (IV) such other plans, timetables or schedules, if any, as the Agent may deem appropriate. (c) By May 1 and November 1 of each year following the delivery of the

initial Construction Budget for an Additional Unit, and until the date of Commercial Operation of such Additional Unit, the Agent shall provide the Project Management Board and the other Participating Parties a revised Construction Budget for such Additional Unit containing the information set forth in subsection (b) above, and further describing the items of Cost of Construction and the amounts expected to be expended therefor for each month during at least the twelve-month period commencing on the following January 1 or July 1, as the case may be, and in each quarter thereafter to the estimated date of Commercial Operation of such Additional Unit. (d) The Pre-Construction Budget or Construction Budget, as applicable, (as

revised or, if no revisions were made by the Project Management Board, as originally submitted) shall be approved on or before January 1 or July 1, as applicable, by the Participating Parties owning at least an aggregate 90% Ownership Interest in the applicable Additional Unit, provided that if such requisite approval is not obtained, the Agent shall utilize the Pre-Construction Budget or Construction Budget, as applicable, as revised by the Project Management Board or as originally submitted, if no revisions were made by the Project Management Board. (e) The Pre-Construction Budget or Construction Budget, as applicable, may

be changed by the Agent from time to time during a calendar year as necessary to reflect changes

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

in permitting and licensing schedules, pre-development schedules, construction schedules, payment schedules, plans, specifications or costs, and when so changed shall be submitted similarly to the Project Management Board and the Participating Parties and adopted as provided in the preceding subsection. (f) The Agent shall attempt to construct each Additional Unit in accordance

with the then current Pre-Construction Budget or Construction Budget, as applicable, for such Additional Unit so that the payments required to be made by Participating Parties pursuant to this Agreement shall be, as nearly as practicable, within the current Pre-Construction Budget or Construction Budget, as applicable. The Agent makes no representation, warranty or promise of any kind as to the accuracy of any of such Pre-Construction Budget or Construction Budget, as applicable, or that such attempt to construct each Additional Unit in accordance with the current Pre-Construction Budget or Construction Budget, as applicable, will be successful and in no event shall the Agent have any liability to any other Party in these regards. Section 7.3 (a) Construction Account. After the Effective Date, the Agent shall establish a separate account or

accounts with respect to each Additional Unit (each such account a "Construction Account" and collectively the "Construction Accounts"). The amounts held in the Construction Accounts,

which in the discretion of the Agent may be interest bearing or non-interest bearing, may be physically maintained by the Agent in one or more bank accounts by a bank or banks the deposits in which are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation and which meets or meet all applicable requirements imposed upon depositaries of the Agent. All moneys for the payment of the applicable Cost of Construction and Fuel Costs incurred by the Participating Parties after the Effective Date and prior to Commercial Operation

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

of each Additional Unit shall be deposited by the Participating Parties in the applicable Construction Account and the Agent shall withdraw and apply funds therefrom only as necessary to pay the applicable Cost of Construction and Fuel Costs. In the event that during any month the balance in the applicable Construction Account is insufficient to pay the applicable Cost of Construction and Fuel Costs required to be paid that month (other than as a result of the nonpayment by a Participating Party of an amount due from it pursuant to Section 7.4 hereof), the Agent shall promptly so notify the other Participating Parties, by telephone and promptly confirmed in writing, stating the amount required to be paid by each Participating Party. Each of the Participating Parties shall pay its respective share of such deficit into the applicable
th Construction Account in immediately available funds not later than on the fifth ( 5 ) banking day

after receipt of such notice from the Agent. The Agent shall have no responsibility or liability to make up any such deficit out of its own funds in excess of its proportionate share of such deficit. (b) After the Effective Date and until the date of Commercial Operation of

each Additional Unit, each Participating Party shall own and maintain its Ownership Interest in the applicable Construction Account(s); provided, however, that the Agent shall have the sole right and authority to make withdrawals from the Construction Accounts; and provided further, that a Participating Party shall not own any Ownership Interest in any amount in any Construction Account in respect of interest paid into such Construction Account by or on behalf of such Participating Party pursuant to the provisions of Section 7.7 hereof, which amount shall be owned in common, and credited against payments required to be made into such Construction Account, by the other Participating Parties not then in default in the performance of their obligations under this Agreement in the proportion which their Ownership Interests in the applicable Additional Unit bear to each other.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(c)

Upon Commercial Operation of each Additional Unit, and the settlement

of all the obligations relating to the applicable Cost of Construction of and Fuel Costs for such Additional Unit incurred prior to the Commercial Operation of such Additional Unit, the Agent shall close the Construction Account for such Additional Unit and distribute to each Participating Party its undivided ownership interest of any balance remaining in such Construction Account, except that if a Participating Party shall then be in default of its obligations hereunder or under the Amended and Restated Operating Agreement with respect to any Additional Unit, an amount equal to the liability of such defaulting Participating Party on account of such default (or if such amount exceeds such Participating Party's share of the balance in the Construction Account, its entire share of such balance) shall first be distributed to the non-defaulting Participating Parties in the proportion which their Ownership Interests in the applicable Additional Unit bear to each other. Section 7.4 (a) Payments to be Made During Construction. After the Effective Date but prior to Commercial Operation of each

Additional Unit, the Participating Parties shall be responsible for, and shall pay, the Cost of Construction of each Additional Unit incurred after the Effective Date but prior to Commercial Operation in proportion to their respective Ownership Interests in such Additional Units in accordance with the further provisions of this Section 7.4. All Fuel Costs for each Additional Unit incurred after the Effective Date but prior to Commercial Operation of such Additional Unit shall be paid by the Parties in accordance with the provisions of Section 4.6 hereof and pursuant to the further provisions of this Section 7.4. (b) The Agent will, on or before the first (1st) day of each month, notify the

Participating Parties with respect to each Additional Unit of the nature and amount of the Cost of

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Construction and Fuel Costs related to such Additional Unit anticipated to be incurred during the succeeding calendar month, plus or minus any adjustments for such costs incurred in prior months but not previously charged or credited to the Participating Parties. Each Participating Party shall make payment into the applicable Construction Account in immediately available funds, in proportion to its Ownership Interest in the applicable Additional Unit, in accordance with the schedule and invoices determined and delivered to the Participating Parties by the Agent as described in subsections (c) and (d) below. (c) The Agent will invoice each Participating Party for costs incurred from the

Effective Date to the date on which such Participating Party makes its Minimum Binding Percentage Interest election in proportion to such Participating Party's Initial Percentage Interest. The Agent will invoice each Participating Party for costs incurred after the date of such Participating Party's Minimum Binding Percentage Interest election to the date of determination of such Participating Party's Maximum Binding Percentage Interest, in proportion to such Participating Party's Minimum Binding Percentage Interest. The Agent will invoice each

Participating Party for costs incurred after the determination of such Participating Party's Maximum Binding Percentage Interest, in proportion to such Participating Parties' Maximum Binding Percentage Interest. (d) Upon the decrease of a Participating Party's Initial Percentage Interest in

each Additional Unit (per such Participating Party's Minimum Binding Percentage Interest election) and again upon the determination of the Maximum Binding Percentage Interest of such Participating Party in each Additional Unit, the Agent will reallocate the Costs of Construction and Fuel Costs invoiced with respect to each Additional Unit and submit a true-up invoice to such Participating Party to account for any decrease from such Participating Party's Initial

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Percentage Interest to its Minimum Binding Percentage Interest in such Additional Unit, and for any increase from such Participating Party's Minimum Binding Percentage Interest to its Maximum Binding Percentage Interest in such Additional Unit, as applicable, including carrying costs calculated in accordance with the applicable formula set forth on Exhibit C ("True-Up Invoices"). If a True-Up Invoice shows amounts due from a Participating Party due to an

increase in its Ownership Interest, then such Participating Party shall reimburse the Agent promptly upon receipt of such invoice. If a True-Up Invoice shows amounts owed to a Party or Participating Party due to a decrease from its Initial Percentage Interest to its Minimum Binding Percentage Interest, then such Party or Participating Party will receive a refund promptly after receipt of such invoice. (e) Each notification made by the Agent of anticipated costs and adjustments

pursuant to this Section 7.4 shall be accompanied and adjusted by an accounting of costs incurred, as adjusted, for preceding months. The Agent will provide the Participating Parties with such information as is reasonably required by them in order to account for such payments on their books. (f) The Participating Parties shall have until the one hundred eightieth (180 t h)

day after (i) the commencement of Commercial Operation of such Additional Unit or (ii) the receipt of an accounting from the Agent of all items of the Cost of Construction of and Fuel Costs for such Additional Unit incurred prior to Commercial Operation thereof, whichever is later, to question or contest the correctness of any such charge or adjustment made to it pursuant to this Section 7.4 in respect of such Additional Unit, after which time the correctness of such charge or adjustment shall be conclusively presumed.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(g)

In the event that the Agent obtains any recovery pursuant to Section 638

of the Energy Policy Act of 2005, and to the extent a Participating Party qualifies for such recovery, such recovery will be credited against Cost of Construction for such eligible Participating Party. Section 7.5 (a) Capital Account. Prior to the Commercial Operation of each Additional Unit, the Agent

shall establish a separate account or accounts with respect to each Additional Unit (each such account a "Capital Account" and collectively the "Capital Accounts"). The amounts held in the Capital Accounts, which in the discretion of the Agent may be interest bearing or non-interest bearing, may be physically maintained by the Agent in one or more bank accounts in a bank or banks the deposits in which are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation and which meets or meet all applicable requirements imposed upon depositaries of the Agent. All payments of additional Cost of Construction and Fuel Costs

incurred by the Participating Parties with respect to an Additional Unit after Commercial Operation of such Additional Unit (provision for which is made in Section 7.6 hereof) shall be deposited by the Participating Parties in the applicable Capital Account and the Agent shall withdraw and apply funds therefrom only as necessary to pay such additional applicable Cost of Construction and Fuel Costs in accordance with the provisions of Section 7.6 hereof. In the event that during any month the balance in the applicable Capital Account is insufficient to pay such additional applicable Cost of Construction and Fuel Costs required to be paid that month (other than as a result of the non-payment by a Participating Party of an amount due from it pursuant to Section 7.6 hereof), the Agent shall so notify the other Participating Parties, by telephone and promptly confirmed in writing, stating the amount required to be paid by each of them. Each of

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the Participating Parties shall pay its respective share of such deficit into the applicable Capital Account in immediately available funds not later than on the fifth (5 th ) banking day after receipt of such notice from the Agent. The Agent shall have no responsibility or liability to make up any such deficit out of its own funds in excess of its proportionate share of such deficit. (b) Each Participating Party shall own and maintain its Ownership Interest in

each applicable Capital Account; provided, however, that the Agent shall have the sole right and authority to make withdrawals from the Capital Accounts; and provided further, that a Participating Party shall not own any Ownership Interest in any amount in any Capital Account in respect of interest paid into such Capital Account by or on behalf of such Participating Party pursuant to the provisions of Section 7.7 hereof, which amount shall be owned in common and credited against payments required to be made into such Capital Account, by the other Participating Parties not then in default in the performance of their obligations under this Agreement in the proportion which their Ownership Interests in the applicable Additional Unit bear to each other. (c) Upon termination of the Amended and Restated Operating Agreement and

settlement of all obligations relating to Cost of Construction and Fuel Costs with respect to each Additional Unit, including all costs incurred in the Decommissioning of each Additional Unit, the Agent shall close the Capital Accounts and distribute to each Participating Party its Ownership Interest of any balance remaining in each Capital Account in which it has an interest, except that if a Participating Party shall then be in default of its obligations under this Agreement, or the Amended and Restated Operating Agreement (as to any Additional Unit), an amount equal to the liability of such defaulting Participating Party on account of such default (or if such amount exceeds such Participating Party's share of the balance in the applicable Capital

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Account, its entire share of such balance) shall first be distributed to the non-defaulting Participating Parties in the proportion which their Ownership Interests in such Additional Unit bear to each other. Section 7.6 Payments to be Made Following Commercial Operation. The Agent

will provide the Participating Parties with budget estimates of the Cost of Construction and Fuel Costs to be incurred with respect to each Additional Unit following Commercial Operation of such Additional Unit, in accordance with Sections 4.4 and 4.5 of the Nuclear Managing Board Agreement. In addition, the Agent will, on or before the first ( 1 s t ) day of each month,

commencing on the month immediately preceding the commencement of Commercial Operation of each Additional Unit, notify the Participating Parties of the nature and amount of all additional Cost of Construction anticipated to be incurred during the succeeding calendar month in respect of completions, renewals, additions, replacements, modifications or Decommissioning related to such Additional Unit, and the amount of applicable Fuel Costs anticipated to be incurred during such succeeding calendar month, plus or minus any adjustments for costs incurred in prior months but not previously charged or credited to the Participating Parties under the provisions of Section 7.4 or this Section 7.6 hereof. The Agent will give the Participating Parties as much notice as is reasonably practicable of any major anticipated cost. The Participating Parties shall make payment into the applicable Capital Account in immediately available funds, in proportion to their respective Ownership Interests in such Additional Unit, of such additional Cost of Construction and their respective shares of such Fuel Costs (in accordance with the provisions of Section 4.6 hereof and Section 4.3 of the Amended and Restated Operating Agreement) during such succeeding month in accordance with the schedule determined and delivered to them by the Agent. Each such notification made by the Agent of anticipated costs and adjustments shall be

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

accompanied and adjusted by an accounting of costs incurred and credits, if any, received for preceding months. The Participating Parties shall have until the one hundred eightieth ( 1 8 0 th) day after the receipt of such accounting from the Agent for any charge or credit made to it pursuant to this Section to question or contest the correctness of such charge or credit after which time the correctness of such charge or credit shall be conclusively presumed; provided, that such period of time shall be interpreted pursuant to the agreement of the Parties referenced by Section 9.15(i) of the Nuclear Managing Board Agreement. The Agent will provide OPC, MEAG and Dalton with such information as is reasonably required by them in order to account for such payments and for retirements on their books. Section 7.7 Non-Payment. In the event of a failure of a Participating Party to make

any payment when due under this Agreement, the rights of the Participating Parties shall be as set forth in this Section 7.7. In addition to the contractual rights set forth in this Section 7.7, the Participating Parties also establish their entitlement to the output of capacity and energy of the Additional Units as expressed in Sections 7.7(b), 7.7(c) and 7.7(e) of this Agreement as covenants running with the land, which shall be binding not only on the Participating Parties but also on the successors in title of the Participating Parties and on any other person acquiring or attempting to perfect or enforce any interest in or other right with respect of the Ownership Interest of any Participating Party who takes with notice of this Agreement or of the coownership of the Additional Units by the Participating Parties. (a) There shall be added to such overdue amount interest from the date such

payment was due, compounded monthly until paid, at an annual rate equal to the Prime Rate (as in effect from time to time) plus five percentage points (5%).

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(b)

Such non-paying Participating Party shall have no right to any output of

capacity or energy of either Additional Unit or to exercise any other right of a Participating Party until all amounts overdue, together with interest at the rate provided in clause (a) of this Section 7.7, have been paid either into the applicable Construction Account, the applicable Capital Account, or to another Participating Party which has paid such overdue amount on behalf of such non-paying Participating Party, as appropriate. Such overdue amounts, together with such interest, shall be paid into the applicable Construction Account or the applicable Capital Account only to the extent that such amounts have not been paid by another Participating Party pursuant to the further provisions of this Section 7.7. Notwithstanding any of the provisions of this

Section 7.7, if GPC is the non-paying Participating Party, GPC, as Agent, shall continue the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of the Additional Units in accordance with the provisions of this Agreement and the Amended and Restated Operating Agreement, unless it has been removed as agent pursuant to Section 5.3 hereof. Subject to the rights of the Participating Parties pursuant to the further provisions of this Section 7.7 to the output of capacity and energy when making payments on behalf of a non-paying Participating Party, the Agent may sell the output of capacity and energy of the non-paying Participating Party from either or both of the Additional Units, including a sale to another Party, until all amounts due from the non-paying Participating Party, together with interest at the rate provided in clause (a) of this Section 7.7, have been paid into the applicable Construction Account or the applicable Capital Account. Any such sale of output of capacity and energy of the Additional Units shall not relieve the non-paying Participating Party from any liability under this Section 7.7 on account of such non-payment, except that the net proceeds of such sale shall be applied in

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

reduction of the liability of such non-paying Participating Party arising from such non-payment. Any such net proceeds in excess of the amount of such liability of the non-paying Participating Party shall be applied as a credit against future payments due from such non-paying Participating Party under this Agreement. (c) In the event of a failure of a Participating Party to make any payment

when due pursuant to the provisions of this Agreement, any other Participating Party shall have the right, but not the obligation, at any time after notice to all other Participating Parties to make such payment on behalf of the non-paying Participating Party and to be promptly reimbursed in full therefor by such non-paying Participating Party, together with interest at the rate provided in clause (a) of this Section 7.7. In addition, subject to the provisions of clause (d) of this Section 7.7, the entitlement to the output of capacity and energy of the Additional Units of any Participating Party exercising the right to make such overdue payment on behalf of the nonpaying Participating Party shall be increased in proportion to the amount of the payment made by such paying Participating Party (pursuant to the further provisions of this Section 7.7(c)), and such paying Participating Party shall be responsible for the payment of the pro rata share of Fuel Costs and of Operating Costs (as defined in the Amended and Restated Operating Agreement) associated with such increased entitlement of output of capacity and energy. The Participating Party making such payments on behalf of the non-paying Participating Party shall be entitled to such increased output of capacity and energy so long as it has not been reimbursed by the nonpaying Participating Party in full for all such payments, together with interest at the rate provided in clause (a) of this Section 7.7. In the event two or more Participating Parties shall determine to exercise the aforesaid rights, unless such Participating Parties shall otherwise agree, the respective portions of such overdue payment which each shall have the right to pay, and their

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

respective shares of the output of capacity and energy of the applicable Additional Unit(s) shall be so increased, on a pro rata basis in accordance with the proportion which their Weighted Ownership Interests in the Additional Units bear to each other. Any then remaining output of capacity and energy of the Additional Units of a non-paying Participating Party may be sold by the Agent, including a sale to another Party, until all amounts due from such non-paying Participating Party, together with interest at the rate provided in clause (a) of this Section 7.7, have been paid either into the applicable Construction Account, the applicable Capital Account, or to another Participating Party which has paid such overdue amount on behalf of such nonpaying Participating Party, as appropriate. Any such sale of such output of capacity and energy of the Additional Units shall not relieve the non-paying Participating Party from any liability under this Section 7.7 on account of such non-payment, except that the net proceeds of such sale shall be applied in reduction of the liability of such non-paying Participating Party arising from such non-payment. Any such net proceeds in excess of the amount of such liability of the nonpaying Participating Party shall be applied as a credit against future payments due from such non-paying Participating Party under this Agreement or the Amended and Restated Operating Agreement, as applicable. (d) If the failure of a Participating Party to make a payment is in respect of a

payment due before Commercial Operation of the applicable Additional Unit, and if any overdue amount, together with interest at the rate provided in clause (a) of this Section 7.7, if required, has not been paid by the non-paying Participating Party for a period of one (1) year or more (even though it may have been paid by another Participating Party on behalf of the non-paying Participating Party), each of the other Participating Parties shall have the right, exercisable by written notice to all other Participating Parties, which right may not be defeated by any offer or

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

tender made in an attempt to cure the default during the ninety (90) days immediately succeeding such one (1) year period (but may be cured thereafter if the Participating Parties have not exercised their rights under this Section 7.7(d)), to exercise, any one or more of the following options in the proportion which their Weighted Ownership Interests in the Additional Units bear to each other, unless such Participating Parties agree to a different proportion: (i) Purchase free of any encumbrances the non-paying Participating

Party's Ownership Interest in the applicable Additional Unit(s) by paying to the non-paying Participating Party its cost as of the date of default and by paying the aggregate of any amounts unpaid by the non-paying Participating Party as of the Effective Date either into the applicable Construction Account or to a Participating Party (including itself) which has paid such aggregate overdue amount on behalf of such non-paying Participating Party, as appropriate, all subject to applicable regulatory approvals and the non-paying Party's ability to receive a release from any encumbrance upon its Ownership Interest. Thereafter, the purchasing Participating Party or Parties shall be entitled to all the selling Participating Party's rights and be responsible for the performance of all the selling Participating Party's obligations hereunder (except the obligation to pay interest owed pursuant to Section 7.7(a)) and under the Amended and Restated Operating Agreement relating to the applicable Additional Unit(s) (including without limitation the payment of the applicable Cost of Construction, Fuel Costs and Operating Costs). The selling Party shall thereupon be relieved from such obligations (except the obligation to pay interest owed pursuant to Section 7.7(a)) and any other obligations to third parties incidental thereto, which shall be assumed by the purchasing Participating Party or Parties, and the other Participating Parties shall look solely to the purchasing Participating Party or Parties for the performance of such obligations.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(ii)

Purchase, from time to time, free of any encumbrances, a fractional

part of the non-paying Participating Party's Ownership Interest in the applicable Additional Unit(s), which shall be designated by the purchasing Participating Party or Parties, by paying to the non-paying Participating Party its cost of such fractional interest as of the date of default and by paying the aggregate of any amounts unpaid by the non-paying Participating Party with respect to such fractional interest as of the Effective Date either into the applicable Construction Account or to a Participating Party (including itself) which has paid such aggregate overdue amount on behalf of such non-paying Participating Party, as appropriate, all subject to applicable regulatory approvals and the non-paying Participating Party's ability to receive a release from any encumbrance upon the ownership interest being conveyed. Thereafter, the purchasing Participating Party or Parties shall be entitled to all the selling Participating Party's rights and be responsible for performance of all the selling Participating Party's obligations hereunder (except the obligation to pay interest owed pursuant to Section 7.7(a)) and under the Amended and Restated Operating Agreement relating to such fractional interest (including without limitation the payment of the applicable Cost of Construction, Fuel Costs and Operating Costs applicable to the fractional interest so purchased). The selling Participating Party shall thereupon be relieved from such obligations (except the obligation to pay interest owed pursuant to Section 7.7(a)) and any other obligations to third parties incidental thereto, which shall be assumed by the purchasing Participating Party or Parties, and the other Participating Parties shall look solely to the purchasing Participating Party or Parties for the performance of such obligations. The selling Participating Party shall not by the completion of any such transaction be relieved of its obligations under this Agreement except as in this Section 7.7(d)(ii) specifically set forth herein. In addition, to the extent permitted by regulatory authorities and its other contractual obligations,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the selling Participating Party shall be obligated to use the funds it receives from the completion of any such transaction to make payments toward the amounts, if any, then due from it under this Agreement and shall, in furtherance of the carrying out of such obligation, use its best efforts to request and obtain from any person holding an encumbrance on its Ownership Interest in the applicable Additional Unit(s) any funds on deposit with such person attributable to the completion of any such transaction (iii) Subject to applicable regulatory approvals, invest from time to

time additional funds in the applicable Additional Unit(s) and have the respective Ownership Interests of all the Participating Parties in the applicable Additional Unit(s) adjusted from time to time so that their respective Ownership Interests in the applicable Additional Unit(s) will be the same as that which their respective aggregate payments of the Cost of Construction of the applicable Additional Unit(s) bears to the total Cost of Construction of the applicable Additional Unit(s) as of the date of the adjustment. The non-paying Participating Party shall convey by general warranty deed and other appropriate instruments such portion of its Ownership Interest as is required to effect such adjustment, subject only to any then existing first mortgage or deed to secure debt on its interest and shall use its best efforts to obtain releases from such encumbrances of the portion of its Ownership Interest being transferred to accomplish the adjustment. The grantee or grantees under such deed and instruments shall agree to assume and undertake the performance of all the obligations of the grantor relating to the applicable Additional Unit(s) under any mortgage or security deed to which the property conveyed is subject, other than the payment of interest or principal on any debt. (e) Subject to any required regulatory approvals, any other Participating Party

shall have the right, but not the obligation, at any time after notice to all other Participating

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inother United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Parties to make a loan directly to the non-paying Participating Party, and to receive adequate security therefor. Such loans shall bear a reasonable rate of interest. The Participating Party making such a loan may receive, at its option, an appropriate portion of the output of capacity and energy of the Additional Units to which the non-paying Participating Party is otherwise entitled at a cost reflecting the interest rate charged on such loan. In the event two or more Participating Parties shall determine to exercise the aforesaid rights, unless such Participating Parties shall otherwise agree, the money shall be advanced, and their respective security interests shall be received, on a pro-rata basis in accordance with the proportion which their Weighted Ownership Interests in the Additional Units bear to each other. GPC further agrees that if it should be a non-paying Participating Party, it will, if so requested, use its best efforts to permit said loan to be made in the form of a purchase by the other Participating Party or Parties of its first priority bonds, which shall bear interest at the lowest rate, and be for the shortest term, as that provided in any of the bonds which were offered and sold in the last public sale of its bonds. To that end, GPC shall take all action and execute, and file where appropriate, all legal documents which shall be reasonably requested by the Participating Party or Parties seeking to make the loan for the purpose of causing additional bonds to be issued, which bonds may be purchased by the other Participating Party or Parties. The Participating Parties agree to take all action and execute, and file where appropriate, all legal documents reasonably requested by the other Participating Parties to complete the transactions contemplated by the foregoing provisions. (f) In addition to all other rights of the Participating Parties pursuant to the

foregoing provisions of this Section 7.7, the other Participating Parties shall have the right, but not the obligation, to make any payment of interest or principal due and owing from any Participating Party in respect of the financing of such Participating Party's obligations hereunder,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

which such Participating Party fails to make when due, and in each such case to be promptly reimbursed in full therefor by such Participating Party, together with interest at the rate provided in clause (a) of this Section 7.7. Payments necessary to be made to obtain a release contemplated by Section 7.7(d) from any encumbrances on a Participating Party's Ownership Interest in the applicable Additional Unit(s) may also be made by the non-defaulting Participating Party or Participating Parties and such Participating Parties shall be reimbursed as provided above. (g) Any selling Participating Party pursuant to the provisions of Section

7.7(d)(i) or (ii) shall take all action and execute, and file where appropriate, all legal documents which shall be reasonably requested by the purchasing Participating Party or Parties to complete the transaction of purchase and sale, including without limiting the generality of the foregoing, using its best efforts to obtain a release of the Ownership Interest being conveyed from any mortgage, deed to secure debt or other encumbrance on such interest and to obtain the approval of the transaction by any regulatory or other authority the approval of which is required. In addition, any Participating Party in default in making payments under this Agreement shall use its best efforts to take any and all such further action and execute, and file where appropriate, any and all such further legal documents and papers as may be reasonably requested by a Participating Party not in default which would have the purpose of facilitating the carrying out of this Agreement or otherwise effectuating its purpose, which shall include, but not be limited to, action to seek any required regulatory or other approval or to obtain any other required consent, release, funds on deposit or amendment or other legal document. The Participating Parties

further agree not to take any action, or otherwise consent to any agreement or amendment to any agreement, which would expressly prohibit, or the purpose of which is to make illegal or to

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hinder or prevent, the taking of any action contemplated by this Agreement in the event of a default by a Participating Party. (h) In the event OPC fails to make any payment when due under this

Agreement, the Agent will give prompt written notice of such default to the Rural Utilities Service in substantially the form of the notice attached hereto as Exhibit D, provided that inadvertent failure to provide such notice shall not be deemed a breach by the Agent of its obligations hereunder. (i) In the event the Agent undertakes to sell any of the output of capacity and

energy of a non-paying Participating Party from either of the Additional Units pursuant to Section 7.7(b) or 7.7(c), the Agent will use reasonable efforts to make any such sale on commercially reasonable terms, taking into account the facts and circumstances existing at the time of such sale. The maximum term of any such sale shall be a period of time reasonably determined by the Agent after consultation with the non-paying Participating Party; provided that, for the first one hundred and twenty (120) days after the Agent undertakes to make such sales, the maximum term of any such sale shall be one (1) month. Section 7.8 Cost Audits. In addition to the right to conduct management audits

pursuant to Section 5.6 hereof, each Participating Party shall have the right to conduct, at its own expense, audits of the Cost of Construction, Fuel Costs and any other costs charged to and paid by such Participating Party pursuant to this Agreement. To enable each Participating Party to conduct such audits, the Agent will provide, during normal business hours and subject to conditions consistent with the conduct by the Agent of its responsibilities, any Participating Party, its officers, employees, agents or representatives (including without limitation any auditor utilized by such Participating Party, or any nationally recognized accounting firm designated by

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

such Participating Party or by the Administrator of the Rural Utilities Service), with access to books, records, contracts and other documents of the Agent related to its performance (including, without limitation, all agreements between the Agent and any of its Affiliates, and any amendments) and any contracts entered into by the Agent on behalf of the Participating Parties, and, upon such Participating Party's reasonable request, copies thereof, which set forth (a) costs applicable to Cost of Construction, Fuel Costs and other costs for each Additional Unit to the extent necessary to enable the auditors of such Participating Party to verify that the costs have been properly billed to the Agent or to such Participating Party pursuant to the provisions of applicable agreements, and (b) matters relating to the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of either Additional Unit in proceedings before any governmental authority having jurisdiction. Section 7.9 (a) Billing Disputes. No payment made pursuant to the provisions of this Agreement shall

constitute a waiver of any right of the Participating Parties to question or contest the correctness of any charge or credit by the Agent, subject to the time periods provided herein. Unless

otherwise mutually agreed to by the disputing Participating Party and the Agent, any dispute, controversy or claim arising out of, under, or relating to this Article 7 (a "Billing Dispute"), shall be negotiated in good faith in accordance with the provisions of this Section 7.9. The disputing Participating Party shall first submit the Billing Dispute to the Accounting Services Committee. If, after thirty (30) days (or any time earlier if the disputing Participating Party or the Agent wishes to have the Nuclear Managing Board consider the issue) such discussions are unsuccessful, then the Billing Dispute will be submitted to the Nuclear Managing Board for

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

resolution through discussions among the members of the Nuclear Managing Board. If, after thirty (30) days (or any time earlier if the disputing Participating Party or the Agent wishes to have the CEOs consider the issue) such Nuclear Managing Board discussions are unsuccessful, then the chief executive officers (the "CEOs") of the Participating Parties and the Agent shall consider the issue. (i) The process of "good-faith negotiations" requires that the disputing

Participating Party and the Agent set out in writing to the other its reason(s) for adopting a specific conclusion or for selecting a particular course of action, together with the subordinate facts supporting such conclusion or course of action. (ii) The good faith negotiation process shall also include at least two

meetings of the CEOs. Unless otherwise mutually agreed, the first meeting shall take place within ten (10) calendar days after the Nuclear Managing Board has failed to resolve the Billing Dispute. Unless otherwise mutually agreed, the second meeting shall take place no more than ten (10) calendar days later. In the event the CEO for the Agent refuses to attend a negotiation meeting of the CEOs, then the disputing Participating Party may proceed immediately to litigation concerning the Billing Dispute. (iii) In the event the disputing Participating Party and the Agent remain

unsuccessful in resolving a Billing Dispute for a period of eighty (80) days after the initiation of the good faith negotiation process, then either of them may proceed immediately to litigation concerning the Billing Dispute. (b) Each Participating Party and the Agent hereby agree that all statements made in

the course of dispute resolution, as contemplated in Section 7.9(a), shall be confidential and shall not be disclosed to or shared with any third parties (other than counsel and any other person

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

whose presence is necessary to facilitate the dispute resolution process).

Each Participating

Party and the Agent agree and acknowledge that no statements made in or evidence specifically prepared for dispute resolution under Section 7.9 shall be admissible for any purpose in any subsequent litigation. Section 7.10 Right of Lenders to Make Payments. The Agent and the Participating

Parties acknowledge that one or more of the Participating Parties anticipate financing their respective Ownership Interests in the Additional Units by borrowing money from one or more third party lenders. The Agent and the Participating Parties agree that any such lender shall be entitled (but will not be obligated) to make payments (including any interest owed as provided in Section 7.7(a)) directly to the Agent or to any other Participating Party with respect to amounts owed by its borrower under this Agreement, and any such payments shall be credited by the recipient to the account of the Participating Party on whose behalf the payment was made and shall be treated as a payment made directly by such Participating Party. ARTICLE VIII CERTAIN ADDITIONAL AGREEMENTS The Participating Parties hereby covenant and agree as follows: Section 8.1 No Adverse Distinction. Notwithstanding any other provision of this

Agreement, in discharging their respective responsibilities pursuant to this Agreement, neither the Agent, as agent or as a Participating Party, nor any of the other Participating Parties shall make any adverse distinction between either or both of the Additional Units and any other generating unit (including an Additional Unit) in which it has an interest because of its coownership of such Additional Unit(s) with the other Participating Parties. Section 8.2 Remedies.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(a)

Except as limited by Sections 4.2(d) and 5.3 of this Agreement, a

Participating Party or Participating Parties may take any action, in law or equity, to enforce this Agreement and to recover for any loss or damage (including consequential damages), including attorneys' fees and collection costs, incurred by reason of any breach of this Agreement or default under this Agreement. (b) Without limiting the generality of the foregoing: (i) the Agent or any non-defaulting Participating Party shall have the

right at any time, and from time to time to sue a non-paying Participating Party to recover any amount paid by such Participating Party or enforce payment of any and all amounts (together with interest and attorneys' fees, if applicable) which a non-paying Participating Party is obligated by this Agreement to pay but has not paid and/or to recover any increased costs incurred by the Agent or the non-defaulting Participating Party as a consequence of the failure of another Participating Party to make payments for which it is obligated under the term of this Agreement; (ii) any non-defaulting Participating Party shall have the right at any

time, and from time to time to set off against amounts owed other than under this Agreement by a non-defaulting Participating Party to a Participating Party in default any amounts due such nondefaulting Participating Party from the defaulting Participating Party under the terms of this Agreement; (iii) any Participating Party shall have the right at any time and from

time to time to seek a declaratory judgment with respect to rights and obligations of the Parties under Section 7.7 of this Agreement and under the terms of the deed executed pursuant to Section 4.9(a) of this Agreement; and

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(iv)

any Participating Party shall have the right at any time, and from

time to time to sue for an accounting among the other Parties so long as such accounting is in aid of the exercise of any other right of a Participating Party under Section 7.7. (v) Each Participating Party acknowledges, understands and agrees

that a breach of the requirements on the part of any Participating Party, including the Agent, to provide information to another Participating Party or Participating Parties, including those obligations contained in Sections 5.6, 5.7 and 7.8 and Article VI, will result in irreparable damage and harm to the non-breaching Participating Party and that the non-breaching Participating Party will not have an adequate remedy at law in the event of any such breach. Each Participating Party, therefore, agrees that in the event of a breach or threatened breach of any such requirements, the non-breaching Participating Party may at its election and in any court of competent jurisdiction: (a) obtain specific performance by the breaching Participating Party of such requirements to provide information; (b) obtain temporary, preliminary and permanent injunctive relief to prevent noncompliance with or breaches of such requirements to provide information; or (c) pursue any one or more of the foregoing or any other remedy available to it. Each Participating Party hereby waives any requirement that a non-breaching Participating Party post any bond or other security in connection with the enforcement of such requirements to provide information. In the event that any action should be brought to enforce the provisions of such requirements to provide information, no Participating Party will allege, and each Participating Party hereby waives, the defense or counterclaim that there is an adequate remedy at law. (c) A non-breaching Participating Party will not, by seeking or obtaining any

particular relief, be deemed to have precluded itself from obtaining any other relief to which it

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

may be entitled, including enforcing any remedies or seeking any relief as provided under Section 7.7. (d) No delay or failure to exercise any right or remedy herein provided shall

impair the right to exercise any such right or remedy or be construed to be a waiver of such right or remedy or of any default by a party, including enforcing any remedies or seeking any relief as provided under Section 7.7. Section 8.3 Cooperation. The Participating Parties and the Agent will cooperate with

each other in all activities relating to either or both of the Additional Units, including the filing of applications for authorizations, permits or licenses and the execution of such other documents as may be reasonably necessary to carry out the provisions of this Agreement. Without the Agent's written consent, no Party (other than a Party that is the Agent) shall incur any obligation which would or could obligate the Agent to any third party. Section 8.4 Approvals. The Participating Parties and the Agent shall use their best

efforts to obtain as quickly as possible all requisite judicial, governmental, regulatory and vendor approvals of the consummation of the transactions contemplated hereby. Section 8.5 Preservation of Ecology. The Agent shall acquire, construct and

complete the Additional Units pursuant to this Agreement in such a manner as to maximize preservation of beauty, conservation of natural resources and minimize marring and scarring of the landscape and silting of streams. The Agent in the performance of such work shall use its reasonable best efforts not to deposit trash in streams or waterways, and not to deposit herbicides or other chemicals or their containers in or near streams or waterways or pastures. Section 8.6 Safety. In the acquisition, construction and completion of the Additional

Units pursuant to this Agreement, the Agent shall at all times take all reasonable precautions for

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review isrequired for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

the safety of employees on the work and of the public, and shall comply with all applicable provisions of federal, state, and municipal safety laws and building and construction codes, including without limitation, all regulations Administration. Section 8.7 (a) Buy America. Notwithstanding anything to the contrary herein contained, the Agent of the Occupational Safety and Health

agrees that, upon request of OPC or the Administrator of the Rural Utilities Service, it shall provide OPC and the Administrator with such information, documents and certificates as may be requested with respect to any unmanufactured or manufactured articles, material and supplies acquired or to be acquired in connection with construction of any Additional Unit in which OPC has an Ownership Interest. The Agent agrees that, in the performance of this Agreement, it shall furnish or use or cause to be furnished or used only such unmanufactured articles, materials and supplies as have been mined or produced in the United States or any "eligible country" (as hereinafter defined), and only such manufactured articles, materials and supplies as have been manufactured in the United States or any eligible country substantially all from articles, materials or supplies mined, produced, or manufactured as the case may be, in the United States or any eligible country; provided, that other articles, materials and supplies may be used to the extent the Administrator shall expressly in writing authorize such use pursuant to the Rural Electrification Act of 1936. "Eligible country" shall mean any country that applies with respect to the United States an agreement ensuring reciprocal access for United States products and services and United States suppliers to the markets of that country, as determined by the United States Trade Representative.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(b)

OPC agrees to be responsible for any and all additional Cost of

Construction and Fuel Costs resulting from the use of such articles, materials and supplies as may be required by OPC or the Administrator pursuant to this section and which would not otherwise have been used in the construction, acquisition and completion of the applicable Additional Unit and the applicable Related Facilities and for any other costs allocated from the Common Facilities or otherwise. Section 8.8 Compliance with Laws. In the acquisition, construction and completion

of the Additional Units pursuant to this Agreement, the Agent shall comply with all applicable statutes, ordinances, rules, and regulations pertaining to the work. The Agent acknowledges that it is familiar with the Rural Electrification Act of 1936, as amended, the Anti Kick-Back Act of 1986 (41 U.S.C. 51 et seq.) and regulations issued pursuant thereto, and 18 U.S.C. 286, 287, 641, 661, 874, 1001, and 1366, as amended. The Agent understands that the obligations of the Parties hereunder are subject to the applicable regulations and orders of governmental agencies having jurisdiction in the premises. Section 8.9 Equal Opportunity Clause. During the term of this Agreement, the

Agent agrees as follows: (a) The Agent will not discriminate against any employee or applicant for

employment because of race, color, religion, sex, age or national origin. The Agent will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agent agrees to post in

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inother United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this Equal Opportunity Clause. (b) The Agent will, in all solicitations or advertisements for employees placed

by or on behalf of the Agent, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age or national origin. The Agent will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Agent's commitments under this Section 8.9, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (c) The Agent will comply with all provisions of Executive Order 11246 of

September 24, 1965, and with the rules, regulations and relevant orders of the Secretary of Labor. (d) The Agent will furnish all information and reports required by Executive

Order 11246 of September 24, 1965, and by rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. (e) In the event of the Agent's noncompliance with this Section 8.9 or with

any of the said rules, regulations or orders, this Agreement may be cancelled, terminated or suspended in whole or in part and the Agent may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. (f) The Agent will include this Equal Opportunity Clause and the No

Segregation Clause set forth in Section 8.10 in every subcontract or purchase order unless exempted by the rules, regulations or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Agent will take such action with respect to any

subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Agent becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Agent may request the United States to enter into such litigation to protect the interests of the United States. Section 8.10 No Segregation. The Agent certifies that it does not maintain or provide

for its employees any segregated facilities at any of its establishments, and that it does not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. The Agent certifies further that it will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. The Agent agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this Agreement. As used in this certification, the term "segregated

facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, timeclocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin, because of habit, local custom, or otherwise. The Agent agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause, and that it will retain such certification in its files. Section 8.11 Debarment and Suspension. The Agent represents and warrants that

neither it nor any of its "principals" (as defined in 7 C.F.R. Part 3017) is presently debarred, suspended, proposed for debarment, voluntarily excluded or declared ineligible by any Federal department or agency from participation in any "covered transaction" (as defined in 7 C.F.R. Part 3017). The Agent agrees to comply with Subpart C [Responsibilities of Participants

Regarding Transactions] of 7 C.F.R. Part 3017 in connection with the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of each Additional Unit. The Agent further agrees to cause each party performing services or providing goods (i) which relate to the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of either Additional Unit or future capital improvements related thereto and (ii) the payments for which are expected to equal or exceed $25,000 (or such other amount as is specified from time to time in 7 C.F.R. 3017.220), to provide a representation and warranty and agreement substantially identical to the representation and warranty and agreement in the first two sentences of this Section 8.11.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 8.12

Plant Access and Safety Conscious Work Environment.

(a) The Agent has all requisite authority to implement such site access control and security requirements as the NRC may impose, including but not limited to the ability to exclude, or remove, persons, equipment, vehicles and materials from the Identified Sites. Personnel who enter the "Owner Controlled Area" of the Identified Sites must comply with background check, fingerprinting and fitness-for-duty policies and procedures as implemented by the Agent, including for unescorted access to the protected area of the Identified Sites, screening in accordance with the requirements of Title 10 Code of Federal Regulations Part 73 and Plant Vogtle's Fitness-for-Duty program in accordance with Title 10 Code of Federal Regulations Part 26, as such Parts may be amended or superseded. Except as expressly required by applicable law or regulation, the Agent's implementation of the requirements described in this Section 8.12(a) shall not impair the access and information rights of the Participating Parties provided under this Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement. (b) As a condition for access to the Identified Sites or for engaging in

activities within the jurisdiction of the NRC, each employee of a Participating Party shall, at all times, comply with Section 211 of the federal Energy Reorganization Act of 1974 ("ERA") which prohibits discrimination against an employee for engaging in certain "protected activities" and the NRC's implementing regulation 10 C.F.R. 50.7. A Participating Party shall

immediately notify the Agent's representative, in writing (as specified in Section 9.4), of any allegation of unlawful discrimination in employment filed by an employee of the Participating Party with a federal, state or county court or governmental authority in connection with activities at the Identified Sites. Such allegations would include any complaint under Section 211 of the

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for-persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

ERA filed with the Department of Labor or any federal agency. No Participating Party as a condition of employment, by agreement affecting employment, or otherwise shall prohibit, restrict, or discourage an employee, or former employee, from providing the NRC, either directly or indirectly, with information related to, or alleged to relate to, potential violations of NRC requirements or to unsafe conditions at the Identified Sites. (c) Each Participating Party shall comply with the reasonable requests of the

Agent to assure that its employees are continuously aware of conditions potentially adverse to safety or public health, and its employees having access to the Identified Sites or activities regulated by the NRC feel free to raise safety concerns to Plant Vogtle management, into Plant Vogtle's problem identification and resolution program, to Plant Vogtle's worker concerns program or to governmental authorities, and to assure a work environment that encourages employees to openly communicate and report deficiencies or conditions adverse to safety. ARTICLE IX MISCELLANEOUS Section 9.1 No Delay. No disagreement or dispute of any kind between or among any

of the Parties concerning any matter, including without limitation, the amount of any payment due hereunder or the correctness of any charge made hereunder, shall permit any Party to delay or withhold any payment pursuant to this Agreement. Section 9.2 Further Assurances. From time to time after the Effective Date, the

Parties will execute such instruments of conveyance and other documents, upon the request of another Party, as may be necessary or appropriate, to carry out the intent of this Agreement. Section 9.3 Governing Law. The validity, interpretation, and performance of this

Agreement and each of its provisions shall be governed by the laws of the State of Georgia.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 9.4

Notice. Except as otherwise provided in Sections 5.7, 7.3 and 7.5 hereof,

any notice, request, consent or other communication permitted or required by this Agreement (including any offer or acceptance pursuant to Section 4.3 hereof) shall (a) be made in writing signed by the party making it; (b) specify the Section to which it relates; (c) be delivered (i) in person, (ii) by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, or (iii) by fax and with a confirming copy sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery; (d) unless given in person, be given to the address specified below; and (e) be deemed given or received (i) if delivered in person, on the date of personal delivery, (ii) if sent by a nationally recognized next business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent, or (iii) if sent by fax with a copy sent by a nationally recognized business day delivery service electing, and being timely delivered to such service for, next business day delivery, on the first business day after so sent. The party giving the notice or other communication will pay all delivery costs. requirements for copies are as follows: If to GPC: The addresses and the

Georgia Power Company 241 Ralph McGill Boulevard Atlanta, Georgia 30308 Facsimile No.: 404-506-7985 Attention: President

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United and other Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE required reviewers shall use the information only for purposes of review and evaluation.

If to OPC: Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 Facsimile No.: 770-270-7872 Attention: President and CEO If to MEAG: Municipal Electric Authority of Georgia 1470 Riveredge Pkwy, NW Atlanta, Georgia 30328-4686 Facsimile No.: 770-661-2812 Attention: President and CEO If to Dalton: The City of Dalton, Georgia 1200 V.D. Parrott, Jr. Parkway Dalton, Georgia 30721 Facsimile No.: 706-278-7230 Attention: CEO unless a different officer or address shall have been designated by the respective Party by notice in writing pursuant to the provisions of this Section 9.4. Section 9.5 No Partnership. Notwithstanding any provision of this Agreement, the

Parties do not intend to create hereby any joint venture, partnership, association taxable as a corporation, or other entity for the conduct of any business for profit, and contemplate seeking a ruling of the Internal Revenue Service that this Agreement has no such effect. The Parties agree timely to take all voluntary action as may be necessary to be excluded from treatment as a partnership under the Internal Revenue Code of 1986, as amended, and, if it should appear that one or more changes to this Agreement would be required in order to obtain the ruling referred to above, the Parties agree to negotiate promptly in good faith with respect to such changes. Section 9.6 Time of Essence. Time is of the essence of this Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the informatioh only for purposes of review and evaluation.

Section 9.7

Amendments. This Agreement may be amended by and only by a written

instrument duly executed by each of the Parties hereto. Section 9.8 Successors and Assigns. This Agreement shall inure to the benefit of and

be binding upon each of the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended, to confer upon any other person any rights or remedies hereunder. Section 9.9 Counterparts. This Agreement may be-executed simultaneously in two

or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Section 9.10 Several Agreements. Notwithstanding anything to the contrary set forth

herein, the agreements and obligations of the Parties set forth in this Agreement shall be the several, and not joint, agreements and obligations of the Parties. Section 9.11 Computation of Ownership Interest. Notwithstanding any other

provision of this Agreement whenever, pursuant to any provision of this Agreement, any action is required to be agreed to or taken by Parties hereunder, (i) only those Parties not in default in the payment of any amounts (together with interest, if appropriate) required under any provisions of this Agreement or the Amended and Restated Operating Agreement at the time such action is to be agreed to or taken shall have the right to participate in such agreement or the taking of such action and (ii) the computation of the aggregate percentage Ownership Interest in the applicable Additional Units owned by Participating Parties agreeing to or taking any such action shall be based solely upon the Ownership Interests in the applicable Additional Units owned by Participating Parties not so in default.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Section 9.12 (a)

Confidentiality. The Parties recognize that there are, or may be in the future, certain

contracts, records, drawings, data or other documents or information relating to the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition, replacement, modification or Decommissioning of the Additional Units, which is labeled by the Party providing such information as proprietary, confidential or privileged (the "Confidential Information"), and, in some cases, is subject to a contractual obligation to another person which requires that such information not be disclosed without the express approval of such other person. Information provided orally shall be deemed "Confidential Information" if the disclosing Party states that such information is confidential at the time of such disclosure and, within ten (10) days thereafter, provides the receiving Party written confirmation of the confidential nature of the information so disclosed. (b) Each of the Parties agrees, notwithstanding any other provision of this

Agreement, that it shall use any Confidential Information only in the exercise of its respective rights and obligations hereunder, and that any Confidential Information which is disclosed to it shall not be disclosed other than as permitted under this Section 9.12 to any other entity or to any person who is not an officer, director, employee or attorney, respectively, of the Party; provided, however, that the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees or security deed holders, of any of the Participating Parties and any credit rating agencies and other financing entities that need to know such information in connection with the financing of a Participating Party's Ownership Interest shall be entitled to examine (but not to copy) at the offices of the Agent or the Participating Party whose lessor, mortgagee or security deed holder or any such credit rating agency or financing entity desires to examine such

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

information, any Confidential Information; and provided further, however, that the Parties may disclose any such information as required by any governmental or regulatory authority (including the Rural Utilities Service) having jurisdiction or as necessary to comply with legal requirements. (c) Each of the Parties agrees to take all reasonable steps to protect the

proprietary, privileged or confidential nature of all Confidential Information furnished to it, including, without limitation: (i) limiting access to and disclosure of such Confidential Information only to: (A) its officers, directors, employees or attorneys who have a need for access to such Confidential Information reasonably related to the exercise of any rights of the Parties hereunder, (B) the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees and security deed holders, and credit rating agencies and financing parties, of the Participating Parties only as permitted by the provisions of Section 9.12(b), and (C) to those persons to which access is required by any governmental or regulatory authority or as necessary in order to comply with legal requirements; and (ii) ensuring that those persons receiving any such Confidential Information understand the proprietary, confidential or privileged nature of such Confidential Information. (d) In the event that a Party considers it necessary or desirable to disclose or

provide copies or summaries of or access to any Confidential Information to any person not its employee, director, officer or attorney, and such disclosure is not otherwise permitted by this Section 9.12 and such disclosure is to a contractor, agent, representative or consultant of such Party which reasonably requires such Confidential Information to assist the Party in the exercise of its rights as a Party or to perform its responsibilities with regard to the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other DOE and other Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. required reviewers shall use the information only for purposes of review and evaluation.

replacement, modification or Decommissioning of the Additional Units, then the Party may provide such information to such person only when such person shall have signed an agreement obligating such person to: (i) safeguard the confidentiality of such Confidential Information; (ii) use such Confidential Information only for the purpose of executing its responsibilities regarding the Additional Units; and (iii) return or destroy all copies of any documents containing such Confidential Information upon the completion of its responsibilities. The Party shall advise the person or persons designated by the Party originally furnishing such Confidential Information, by telephone or otherwise, of the Confidential Information to be disclosed and shall provide such furnishing Party a copy of each such executed confidentiality agreement within ten (10) days of execution, together with a list of all documents provided by the Party containing Confidential Information which have been given to such person, which such Party shall update each time additional documents are provided to such person. (e) The obligations of the Parties pursuant to the provisions of this

Section 9.12 shall survive the termination of this Agreement and continue to bind the Parties, in the case of Confidential Information which is not a trade secret, for a period of five years following the termination of this Agreement, and, in the case of trade secrets, for so long as they remain trade secrets. (f) The restrictions of this Section 9.12 shall be in addition to any restrictions

imposed by law upon the Participants in the absence of contract. Section 9.13 Termination of Participation. If at any time during the term of this

Agreement a Party no longer has any Ownership Interest in any Additional Unit and therefore is no longer a Participating Party hereunder, such Party shall no longer be a Party under this Agreement, except for purposes of Section 9.12 regarding a Party's obligations with respect to

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Confidential Information and Section 4.9 respecting such Party's obligation to convey certain property interests to the Participating Parties and other provisions implementing the Parties' intentions pursuant to the Development Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

IN WITNESS WHEREOF the undersigned parties hereto have duly executed this Agreement in Atlanta, Georgia, on the date first above written. Signed, sealed and delivered in the presence of: GEORGIA POWER COMPANY
By: Name:

Witness
Notary Public

Its:
Attest:

My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of:

Its: (CORPORATE SEAL) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
By:

Witness

Name: Thomas A. Smith


Its: President and Chief Executive Officer

Notary Public
My Commission expires: Attest:

Notarial Seal Signed, sealed and delivered in the presence of: Witness
Notary Public

Its: (CORPORATE SEAL) MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA


By:

Name: Robert P. Johnston Its: President and Chief Executive Officer


Attest:

My Commission expires: Notarial Seal Signed, sealed and delivered in the presence of: Witness Notary Public My Commission expires:
Notarial Seal

Its: (CORPORATE SEAL) CITY OF DALTON, GEORGIA BY: BOARD OF WATER, LIGHT AND
SINKING FUND COMMISSIONERS d/b/a

DALTON UTILITIES
By:

Name: Don Cope Title: President and Chief Executive Officer


Attest:

Title: (SEAL)

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX A SCHEDULE OF DEFINITIONS Unless otherwise expressly stated, when used in this Agreement, the following capitalized terms and phrases shall have the respective meanings, as and when used in this Agreement, stated in this Schedule of Definitions: "Accounting Services Committee" has the meaning given such term under the Nuclear Managing Board Agreement. "Additional Unit Property" means with respect to an Additional Unit, (a) the Identified Site related to such Additional Unit, together with all such additional land or rights therein as may have been or may hereafter be acquired for the purpose specified in clause (d) below; (b) Such Additional Unit, including the nuclear power reactors, the turbine-

generators, the buildings housing the same, the associated auxiliaries and equipment and the step-up substation, all as more particularly described in the ESP and/or COL application(s) to the NRC; (c) Inventories of materials, supplies, fuel (including the initial nuclear fuel cores),

tools and equipment for use in connection with such Additional Unit; (d) Such additional land or rights therein as may be acquired, and such additional

facilities and other tangible property as may be acquired, constructed, installed or replaced in connection with such Additional Unit, provided that (i) the cost of such additional land or rights therein or of such additional facilities or other tangible property shall be properly recordable in accordance with the Uniform System of Accounts, (ii) such additional land or rights therein or such additional facilities or other tangible property shall have been acquired, constructed, installed or replaced for the common use of the Participating Parties to such Additional Unit

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

under and subject to the provisions of the Additional Units Ownership Agreement, and (iii) such additional land or rights therein or such additional facilities or other tangible property shall (1) be necessary in order to construct or complete such Additional Unit, or to keep such Additional Unit in good operating condition or to satisfy the requirements of any governmental agency having jurisdiction over such Additional Unit, or (2) be agreed to by the Participating Parties owning at least an aggregate 90% Ownership Interest in such Additional Unit; and (e) Subject to the provisions of Section 5.2 of the Additional Units Ownership

Agreement, existing intangible property rights and such additional intangible property rights as may be hereafter acquired associated with the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of such Additional Unit. "Additional Unit Properties" means the Additional Unit Property with respect to both Additional Units. "Additional Unit" means one of the Additional Units. "Additional Units" means the two additional generating units to be located at Plant Vogtle and to which the Development Agreement relates, as more particularly described in the ESP and/or COL application to be submitted by the Agent to the NRC. "Additional Units Ownership Agreement" or this "Agreement" means this Alvin W. Vogtle Additional Units Ownership Participation Agreement. "Affiliate" of any specified entity, means any other entity directly or indirectly controlling or controlled by or under direct or indirect common control with such specified entity. For purposes of this definition, "control" when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agent" means GPC or a successor agent, in its capacity as agent for the Participating Parties as provided for in this Agreement. "Amended and Restated Operating Agreement" means the Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement among GPC, OPC, MEAG and Dalton dated as of the Effective Date. "At Cost" means (i) the actual direct costs incurred for such service, equipment or materials, wherever feasible and (ii) where appropriate, a reasonable allocation of indirect costs, such as overhead, relating to the purchase or provision of such services, equipment or materials, on a consistent basis with the allocations among GPC and its Affiliates. "Bankrupt" means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. "Capital Account" and "Capital Accounts" have the meanings given such terms in Section 7.5.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

"COL" or "Combined Construction and Operating License" means a Combined Construction and Operating License issued by the NRC in accordance with Title 10, Code of Federal Regulations, Part 52, and associated regulations. "Commercial Operation" means midnight following the achievement of all of the following with respect to an Additional Unit: (i) successful completion of the requisite performance test provided for in the agreement between GPC and the vendor relating to such Additional Unit nuclear steam supply system; (ii) demonstration by the Agent that such Additional Unit is capable of producing energy and delivering same to the transmission system; and (iii) such Additional Unit is declared available for dispatch. "Common Facilities" means the infrastructure and systems supporting Plant Vogtle and the Existing Units. "Confidential Information" has the meaning given such term in Section 9.12. "Construction Account" and "Construction Accounts" have the meanings given such terms in Section 7.3. "Construction Budget" has the meaning given such term in Section 7.2(b). "Cost of Construction" means, with respect to an Additional Unit, all costs incurred by the Agent on its own behalf prior to the Effective Date or on its own behalf and as agent for the other Participating Parties in connection with the planning, design, licensing, acquisition, construction, completion, startup, commissioning, renewal, addition, modification, replacement or Decommissioning of the applicable Additional Unit Property, or any portion thereof, including that portion of administrative and general expenses incurred by the Agent which is properly and reasonably allocable to such Additional Unit Property and for which the Agent has

not been otherwise reimbursed by the other Participating Parties, which costs are properly

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and required reviewers shall use the information only for purposes of review and evaluation.

recordable in accordance with the Electric Plant Instructions (as defined in the Uniform System of Accounts) and in appropriate accounts as set forth in the Uniform System of Accounts; provided, however, Cost of Construction shall not include interest cost attributable to the carrying of GPC's respective investment in such Additional Unit Property, nor costs and expenses incurred by GPC in connection with the development and negotiation of the Additional Units Ownership Agreement, the Amended and Restated Operating Agreement, the Nuclear Managing Board Agreement or Development Agreement. "Dalton" means the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, and its respective successors and assignees. "Declaration of Covenants" means the Declaration of Covenants and Cross-Easements among GPC, OPC, MEAG and Dalton, dated as of the Effective Date, the form of which is attached as Exhibit A-2 to this Agreement. "Decommissioning" means with respect to each Additional Unit, the removal of such Additional Unit from service, the dismantlement, demolition and disposal of such Additional Unit and the reduction of residual radioactivity at Plant Vogtle with respect to such Additional Unit to a level that permits the release of the property at Plant Vogtle related to such Additional Unit to unrestricted use and termination of the licenses issued by the NRC or release of the property under conditions as may be required or approved by the NRC and termination of such licenses (as described in 10 CFR 50.2). "Definitive Agreements" means the Additional Units Ownership Agreement, the Amended and Restated Operating Agreement, the Nuclear Managing Board Agreement and the Declaration of Covenants.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Designated Representative" means (a) the representative designated by a Participating Party pursuant to Section 6.2 to be its representative for purposes of the Project Management Board and to coordinate inquiries of the Agent pursuant to Section 5.7, and (b) the representative of the Agent designated to respond to such inquiries. When this Agreement provides that the supply of information or any request for information is to be through a Designated Representative, the Agent or any Participating Party may identify a particular employee to serve as its Designated Representative for any particular category of information where the location or specialized nature of the information makes reliance on a specialized delegate more efficient than relying on the primary Designated Representative, and any such employee so designated shall be deemed the Designated Representative for such purposes. In addition, when this

Agreement specifies that the Designated Representative is to have electronic access or is to be provided with reports or other information, each Participating Party may identify a reasonable number of employees to have such access (subject to the access requirements of this Agreement) or to be provided with such reports or other information, and any employees so designated shall be deemed Designated Representatives for such purposes. If the Agent reasonably finds it

cumbersome or impractical to recognize such a delegate or delegates or determines there are an excessive number of delegates, the Agent's Designated Representative may raise an objection to the delegation(s) to such Participating Party's Designated Representative. If the Designated

Representatives of the Agent and such Participating Party are unable to reach a mutually satisfactory resolution within thirty (30) days, either the Agent or such Participating Party may submit the dispute for resolution pursuant to the dispute resolution process set forth in Section 9.14 of the Nuclear Managing Board Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Development Agreement" means the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton dated as of May 13, 2005, as amended. "Effective Date" means April 21, 2006. "ESP" or "Early Site Permit" means an Early Site Permit issued by the NRC in accordance with Title 10, Code of Federal Regulations, Part 52 and associated regulations. "Existing Owner" means an owner of the Existing Units in its capacity as an owner of the Existing Units. "Existing Units Ownership Agreement" consists of The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among GPC, OPC, MEAG and Dalton, dated August 27, 1976, as amended January 18,'1977 and February 24, 1977, and a Purchase, Amendment, Assignment and Assumption agreement between GPC and MEAG dated April 9, 1985 as amended. "Existing Units" means Vogtle Unit No. 1 and Vogtle Unit No. 2, as defined in the Existing Units Ownership Agreement. "FERC" means the Federal Energy Regulatory Commission. "Final Percentage Interest" means, with respect to each Participating Party and each Additional Unit, the Maximum Binding Percentage Interest of such Participating Party in such Additional Unit, as supplemented or reduced in accordance with Section 3.7 of the Development Agreement following the delivery by the Agent of the Major Milestone notice with respect to such Additional Unit as provided therein. "Fuel Costs" means, with respect to an Additional Unit, all costs incurred by the Participating Parties during any year that are allocable to the acquisition, processing, design,

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

fabrication, transportation, delivering, reprocessing, storage and disposal of nuclear materials required for such Additional Unit, including transfers to reserves established for such costs related to future years, less credits related to such costs applied as appropriate, and including that portion of administrative and general expenses incurred by the Agent which is properly and reasonably allocable to acquisition and management of nuclear fuel for such Additional Unit and for which the Agent has not been otherwise reimbursed by the other Participating Parties. "GPC" means Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia, and its successors and assigns. "Identified Site" means, with respect to each Additional Unit, the portion of the Identified Sites that relates to such Additional Unit as identified pursuant to Section 4.9(b) and the Declaration of Covenants. "Identified Sites" consists of the location of the property within Plant Vogtle that will be occupied by the Additional Units as set forth on Exhibit A-I hereto. "Indemnitee" means the Existing Owners and their respective affiliates, successors, assigns, agents, directors, officers and employees and the Participating Parties and their respective affiliates, successors, assigns, agents, directors, officers and employees. "Initial Percentage Interest" means, with respect to each Participating Party and each Additional Unit, the interest in such Additional Unit elected by such Participating Party on or before December 31, 2005, in accordance with Section 3.0 of the Development Agreement, as such interest may be increased or decreased on or before October 1, 2007. "Major Milestone" means, with respect to each Additional Unit, the award of the first major equipment contract, such as the definitive, evaluated bid of either a nuclear steam supply system, or a contract of equivalent significance, for each such Additional Unit.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Maximum Binding Percentage Interest" means, with respect to each Participating Party and each Additional Unit, the Minimum Binding Percentage Interest of such Participating Party in such Additional Unit, as supplemented by any Supplemental Percentage Interest of such Participating Party. "MEAG" means the Municipal Electric Authority of Georgia, a public corporation and an instrumentality of the State of Georgia, and its successors and assigns. "Minimum Binding Percentage Interest" means, with respect to each Participating Party and each Additional Unit, the Initial Percentage Interest of such Participating Party in such Additional Unit, as supplemented or reduced in accordance with Sections 3.1 and 3.2 of the Development Agreement. "NRC" means the United States Nuclear Regulatory Commission or any successor agency authorized to regulate and license utilization facilities pursuant to the Atomic Energy Act of 1954 as amended. "Nuclear Managing Board" means the board established pursuant to Section 2.1 of the Nuclear Managing Board Agreement. "Nuclear Managing Board Agreement" means the Second Amended and Restated Nuclear Managing Board Agreement, dated as of the Effective Date. "OPC" means Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized and existing under laws of the State of Georgia, and its successors and assigns. "OPC Indenture" means that certain Indenture, dated as of March 1, 1997, made by OPC to SunTrust Bank, as Trustee, as amended and supplemented from time to time, or any successor security instrument or other security instrument under which OPC has granted a

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

security title and lien in its Ownership Interest in the Additional Units as security for indebtedness. "Operating Costs" means, with respect to each Additional Unit, all costs and expenses (other than Fuel Costs) incurred by the Agent which are properly and reasonably allocable to such Additional Unit and for which the Agent has not been otherwise reimbursed by the other Participating Parties, and which costs and expenses are properly recordable in accordance with the Operating Expense Instructions (as defined in the Uniform System of Accounts) and in appropriate accounts as set forth in the Uniform System of Accounts. "Ownership Agreements" means the Additional Units Ownership Agreement and the Existing Units Ownership Agreement. "Ownership Interest" means, with respect to each Party and Participating Party, as applicable: (a) such Party's Pro Rata Interest in the Existing Units, and (b) with respect to each Additional Unit, such Participating Party's Initial Percentage Interest, Minimum Binding Percentage Interest, Maximum Binding Percentage Interest, and Final Percentage Interest in such Additional Unit. "Participating Party" means a party that has elected to participate in the ownership of at least one Additional Unit and which has not reduced its Ownership Interest in both Additional Units to zero. "Party" or "Parties" means GPC, OPC, MEAG and Dalton, and as the context requires, means Participating Party or Participating Parties if the undivided ownership interests of GPC, OPC, MEAG and Dalton are implicated. "Plant Vogtle" means the Alvin W. Vogtle Nuclear Plant, which consists of:

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

(a)

The land described in Exhibits Al and A2 attached to the Existing Units

Ownership Agreement, together with all such additional land or rights therein as may have been or may hereafter be acquired for the purpose specified in clause (d) below, less and except therefrom all property, rights and interests therein which are no longer subject to the Existing Units Ownership Agreement; (b) The Existing Units and the Additional Units, including the nuclear power

reactors, the turbine-generators, the buildings housing the same, the associated auxiliaries and equipment and the step-up substation, with respect to the Existing Units, all as more particularly described in the Application referred to in the recitals to the Existing Unit Ownership Agreement and, with respect to the Additional Units, as more particularly described in the ESP and/or COL applications submitted to the NRC for such Additional Unit; (c) Inventories of materials, supplies, fuel (including the initial nuclear fuel cores),

tools and equipment for use in connection with Plant Vogtle; (d) Such additional land or rights therein as may be acquired, and such additional

facilities and other tangible property as may be acquired, constructed, installed or replaced in connection with Plant Vogtle, provided that (i) the cost of such additional land or rights therein or of such additional facilities or other tangible property shall be properly recordable in accordance with the Uniform System of Accounts, (ii) such additional land or rights therein or such additional facilities or other tangible property shall have been acquired, constructed, installed or replaced for the common use of the Parties and/or Participating Parties under and subject to the provisions of either or both of the Ownership Agreements, and (iii) such additional land or rights therein or such additional facilities or other tangible property (1) shall be necessary in order to construct or complete Plant Vogtle, or to keep Plant Vogtle in good operating

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

condition or to satisfy the requirements of any governmental agency having jurisdiction over Plant Vogtle, or (2) (A) if such additional interest in land or other property relates solely to the Existing Units, it shall be agreed to by the Parties owning at least an aggregate 85% Ownership Interest in the Existing Units, (B) if such additional interest in land or other property relates solely to the Additional Units, it shall be approved by the Participating Parties owning at least an aggregate 90% Weighted Ownership Interest in the Additional Units, (C) if such additional interest in land or other property relates solely to one of the Additional Units, it shall be approved by the Participating Parties owning at least an aggregate 90% Ownership Interest in such Additional Unit, and (D) if such additional interest in land or other property relates to the Existing Units and the Additional Units, it shall be approved by the Parties owning at least an aggregate 87.5% Weighted Ownership Interest in Plant Vogtle; and (e) Subject to the provisions of Sections 4(b)(i) and 4(b)(ii) of the Existing Units

Ownership Agreement and Section 5.2 of the Additional Units Ownership Agreement, existing intangible property rights and such additional intangible property rights as may be hereafter acquired associated with the planning, licensing, design, construction, acquisition, completion, startup, commissioning, renewal, addition, replacement, modification and Decommissioning of Plant Vogtle. "Pre-Construction Budget" has the meaning given such term in Section 7.2(a). "Prime Rate" means the prime rate as published in the Money Rates table of the Wall Street Journal. "Project Management Board" has the meaning given such term in Section 6.1. "Pro Rata Interest" has, with respect to each Party, the meaning given such term in the Amended and Restated Operating Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

"Prudent Utility Practice" means at a particular time any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition; "Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' jurisdiction. "Related Facilities" means the infrastructure, systems and facilities, or any portion thereof, made on account of the Additional Units that solely supports the operation of either or both of the Additional Units. "Relevant Information" has the meaning given such term in Section 5.7(a). "Supplemental Percentage Interest" means, with respect to each Participating Party and each Additional Unit, any additional interest in such Additional Unit elected by such Participating Party in accordance with Sections 3.3 and 3.4 of the Development Agreement. "True-Up Invoices" has the meaning ascribed to such term in Section 7.4 hereof. "Uniform System of Accounts" means the FERC Uniform System of Accounts warranties and the requirements of governmental agencies of competent

prescribed for Public Utilities and Licensees (Class A and Class B) as the same now exist or may be hereafter amended by the FERC or by any governmental agency succeeding to the powers and functions thereof. "Weighted Ownership Interest in the Additional Units" means:

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

WOIAU = ((FAUMW * FAUOI) + (SAUMW * SAUOI))/(FAUMW + SAUMW) Where: WOIAU = FAUMW = FAUOI = SAUMW = SAUOI = A Party's Weighted Ownership Interest in the Additional Units The MW nameplate rating of the first Additional Unit A Party's Ownership Interest in the first Additional Unit The MW nameplate rating of the second Additional Unit A Party's Ownership Interest in the second Additional Unit

"Weighted Ownership Interest in Plant Vogtle" has the meaning ascribed to such term in the Amended and Restated Operating Agreement.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXHIBIT A-1 DESCRIPTION OF IDENTIFIED SITES

(as attached)

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), United States 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other DOE and other Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. required reviewers shall use the information only for purposes of review and evaluation.

EXHIBIT A-2 DECLARATION OF COVENANTS

(as attached)

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXHIBIT B CONSENTS AND APPROVALS

GPC: None. OPC:


For all purposes, approval of this Agreement from the Administrator of the Rural Utilities

Service. For purposes of Sections 2.1(d), 2.1(e) and 3.5(d), approval of this Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement from the Administrator of the Rural Utilities Service.
MEAG:

None. Dalton: None.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION EXHIBIT C CARRYING COSTS For purposes of this Agreement, carrying costs for GPC shall be the cost of funds, including income taxes, calculated as follows: The capital structure of GPC as shown on GPC's most recent 10-K Report shall be calculated and broken down into four components, the sum of which totals to one (1.00): (1) long term debt, (2) preferred securities, (3) preferred stock, and (4) common equity. The cost of long term debt shall be the current weighted average percentage cost of long term debt times the long term debt component of the capital structure. The cost of preferred securities shall be the current weighted average percentage cost of preferred securities times the preferred securities component of the capital structure. The cost of preferred stock shall be the current weighted average percentage dividend rate of such stock times the preferred stock component of the capital structure divided by the current Tax Factor (as defined below). The cost of common equity shall be deemed to be 11.25% times the common equity component of the capital structure divided by the current Tax Factor (as defined below). Where, Tax Factor = (1-S) (1-F), where S = the Georgia corporate income tax rate, and F = the effective federal corporate income tax rate. GPC's carrying costs shall be the sum of the four above determined percentage rates.

C-1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXECUTION VERSION

Example: Tax Component


Total L-Term Debt $4,162,872

Proportion
41.47%

Cost
4.15%

Component
1.72%

Adjusted
1.72%

Preferred Securities
Preferred Stock Common Equity Total

969,073
14,609 4,890,561 $10,037,115

9.65%
0.15% 48.72% 100.00%

6.14%
4.60% 11.25%

0.59%
0.01% 5.48% 7.80%

0.59%
0.02% 8.94% 11.27%

C-2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

For purposes of this Agreement, carrying costs for OPC shall be the cost of funds, including income taxes, calculated as follows: The capital structure of OPC as shown on OPC's most recent 10-K Report shall be calculated and broken down into two components, the sum of which totals to one (1.00): (1) long term debt, and (2) equity. The cost of long term debt shall be the current weighted average percentage cost of long term debt times the long term debt component of the capital structure. For purposes of this Agreement, the cost of equity shall be deemed to be 11.25% times the equity component of the capital structure divided by the current Tax Factor (as defined above). OPC's carrying costs shall be the sum of the two above determined percentage rates.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Example: Tax Component


L-Term Debt Equity Total $3,588253 414,759 $4,003,012.00

Proportion
89.64% 10.36% 100.00%

Cost
5.25% 11.25%

Component
4.71% 1.17% 5.88%

Adjusted
4.71% 1.90% 6.61%

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

For purposes of this Agreement, carrying costs for Dalton shall be the same carrying cost

that is used in its AFUDC (Allowance for Funds Used During Construction) calculation on long term construction projects. Dalton uses it weighted cost of debt for its AFUDC rate. Since Dalton issues series bonds, its weighted cost of debt changes each year as shorter
termed bonds are retired. Consequently, unless Dalton issues additional debt, its weighted cost

of debt will increase each year as follows.


Year Dalton Carrying Costs (AFUDC Rate)

2005 2006

5.141% 5.184%

2007
2008

5.227%
5.270%

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

For purposes of this Agreement, carrying costs for MEAG shall be the cost of funds calculated as follows: The project capital structure of MEAG for the purpose of paying MEAG's share of the Cost of Construction shall be calculated and broken down into two components, the sum of which totals to one (1.00): (1) The debt component incurred for the purpose of paying MEAG's share of the Cost of Construction, and (2) The equity component, including equity contributions from the participants of MEAG, paid in for the purpose of paying MEAG's share of the Cost of Construction. The cost of long term debt shall be the actual cost of funds borrowed for the purpose of paying MEAG's share of the Cost of Construction times the long term debt component of the project financing. For purposes of this Agreement, the cost of equity shall be deemed to be 11.25% times the equity component of the project financing. MEAG's carrying costs shall be the sum of the two above determined percentage rates. MEAG shall provide any Participating Party that is required, pursuant to Section 7.4, to pay amounts attributable to MEAG's carrying costs with all reasonably requested data, documentation and any other materials required to verify the calculation of the equity component of the carrying costs of MEAG as provided above.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

EXHIBIT D FORM OF NOTICE OF OPC DEFAULT [Date]

Rural Utilities Service

Attn: Administrator Re: Notice of Payment Default by Oglethorpe Power Corporation

Ladies and Gentlemen: This notice is delivered pursuant to Section 7.7(h) of the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among Georgia Power Company, Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe"), the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, dated as of April 21, 2006 (the "Agreement"). Capitalized terms used and not defined in this notice are used with the meanings given such terms in the Agreement. This notice informs you that Oglethorpe has failed to make one or more payments due under the Agreement and is accordingly in default of its obligations thereunder. Please be advised that until this payment default has been cured, the following remedial provisions, among
others, will be in effect:

(a) Oglethorpe will not be permitted to receive any output of capacity and energy from either of the Plant Vogtle Additional Units, or to exercise any other rights of a Participating Party with respect to either Additional Unit; and the other co-owners of the Additional Units will have the right to pay all (b) or a portion of the amounts unpaid by Oglethorpe, and in so doing acquire the right to capacity and energy of the Additional Units until such co-owners have been repaid in full, with interest. These remedial provisions are set forth in Section 7.7 of the Agreement. At RUS's option, RUS may cure this payment default by making payments directly to the Agent. Please contact [name] at [phone numberj if you desire to make a payment on Oglethorpe's behalf.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Sincerely,

GEORGIA POWER COMPANY, as Agent under the Agreement By: Name: Title:

Georgia Power Company


DOE Loan Guarantee Application Appendix M.1: GPC-SNC Amended Nuclear Operating Agreement (April 21, 206) (All Vogtle Units and Plant Hatch) GPC Vogtle Expansion Project

September 2009

AMENDED AND RESTATED NUCLEAR OPERATING AGREEMENT BETWEEN GEORGIA POWER COMPANY AND SOUTHERN NUCLEAR OPERATING COMPANY, INC. DATED AS OF APRIL 21, 2006

TABLE OF CONTENTS Page Number AR TICLE I - DEFINITIO NS ................................................................................... 2

ARTICLE II - AUTHORITY AND RESPONSIBILITY OF SOUTHERN NUCLEAR ............ 9 WITH RESPECT TO OPERATION OF EACH PLANT............................. 2.1 2.2 2.3 2.4 2.5 2.6 2 .7 2.8 2.9 2.10 Appointment of Southern Nuclear as Operating Agent and Scope of A uthority ........................................................ ............................................. . .......... 9 Responsibility for the Safe Operation of Each Plant........................... Responsibility for Economic Operation ....................................... Incidental Authorities of Southern Nuclear.................... .. ............ 10 10

...................

......................... 10 ...................... 12

Support Services to be Provided by GPC......................................

Other Authorities and Responsibilities of Southern Nuclear................................. 12 C ontracting ........................................................................................................... Decom m issioning of Each Plant ....................................................... . . . 15

..................... 19 19

GPC Retains Responsibility for all Agency Functions.............................................

Authority to Act as Agent for GPC and Right of Third Parties to Rely on A g en cy ......................................... ............................................................................ 19

ARTICLE III - OBLIGATIONS OF SOUTHERN NUCLEAR......................................20 3.1 3.2 3.3 3.4 3 .5 3.6 3.7 Meetings with the Nuclear Managing Board.............................. Plans and B udgets .................................................... ...................... 20 20 23 29

........................................ ...................... ......................

Inform ation and A pprovals ........................................................ A ccess to Each Plant................................................................... P lan t T o u rs .................................................................................... M anagem ent A udit .......................................................

.......................... 3 0 ...... 30 30 31

.................................

Civil Penalties and M eetings.......................................................

..................... ......................

ARTICLE IV - ENTITLEMENT TO OUTPUT................................... 4.1 4.2

Entitlement of Participants to Output..................................................31 Determination of Output - Responsibility for Station Service and Losses ........ ........................... 1.....31

AR TIC LE V - C O ST S ........................................................................................ 5.1 5.2 C osts Payable by G PC ................................................

....................................... 31 36

Resolution of Disputes as to Payments..............................................

ARTICLE VI - PROTECTION OF INFORMATION .................... 6 .1 6.2 6.3 C on fidentiality ........................................................................... R estricted D ata............................................................................

.......................

37

............................. 37 ...................... 39 ............... 40

Safeguards Inform ation ......................................................

ARTICLE VII - LIMITATION OF LIABILITY AND INDEMNIFICATION ........................ 40 7.1 7.2 7.3 7.4 7.5 7.6 A bsence of W arranty ................................................. ....................................... 40 41

Indemnification of Southern Nuclear......................................................

Notification and Participation in Defense of Claims ...................................... 42 N o R elease .................... . . .............................................................................................. 43 L im itation of L iability ............................................ .......................................... 44

S everab ility ............................................................................

.................................. 4 4 45

ARTICLE VIII - INSURANCE....................................................................................... 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 N uclear Insurance ...................................................................... O ther Insurance ........................................................................ W aiver of Subrogation................................................................ Protection of Participants.......................................................... C ooperation ................................................................................

............................. 45 .............................. 45 ...................... 45 ....................... 46

................. .......... 46

Workers' Compensation Insurance...........................................................................46 A dditional Insurance ....................................... Paym ent of Prem ium s................................... ............... ............. 47

.......................................................... 47 .............. 48 48

Cancellation of Insurance .................................................

ARTICLE IX - TERMS OF THIS AGREEMENT................................... 9. 1

.........................

T erm .................... . . ........................................................................................................ 4 8

ARTICLE X - TERMINATION BY GPC OR SOUTHERN NUCLEAR................................49 10 .1 Te ination ........................................................................... .................................. 4 9 51

ARTICLE XI - MISCELLANEOUS .................................................. 11.1 11.2 11.3 11.4 11.5 H olidays, Business Days .......................

......................... .............

............. 51 51

E ntire A greem ent............................................................ A ssignm ents .......................................

. .......................................

..................................................................... 5 1 .......................................... 5 1 . .......................................... 52

A m endm ents ................................................................. G overning L aw ............................................................

AMENDED AND RESTATED NUCLEAR OPERATING AGREEMENT BETWEEN GEORGIA POWER COMPANY AND SOUTHERN NUCLEAR OPERATING COMPANY, INC. THIS AMENDED AND RESTATED NUCLEAR OPERATING AGREEMENT is made and entered into as of April 21, 2006. between GEORGIA POWER COMPANY ("GPC"), a corporation organized and existing under the laws of the State of Georgia; and SOUTHERN NUCLEAR OPERATING COMPANY, INC. ("Southern Nuclear"), a corporation organized and existing under the laws of the State of Delaware. WITNESSETH: WHEREAS, GPC, Oglethorpe Power Corporation (An Electric Membership Corporation) ("OPC"), an electric membership corporation formed under the laws of the State of Georgia, the Municipal Electric Authority of Georgia ("MEAG"), a public corporation and instrumentality of the State of Georgia, and the City of Dalton ("Dalton"), a municipal political subdivision of the State of Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners (hereinafter collectively called the "Participants" and individually sometimes called "Participant"), joint owners of Plant Hatch, the Existing Units and the Additional Units, have previously entered into the Participation Agreements pursuant to which OPC, MEAG and Dalton have appointed GPC as their agent in connection with the planning, licensing, design, construction, acquisition, completion, management, control, operation, maintenance, renewal, addition, replacement and decommissioning (hereinafter the "Agency Functions") of Plant Hatch, the Existing Units and the Additional Units;

WHEREAS, GPC and Southern Nuclear have previously entered into that certain Nuclear Operating Agreement dated as of July 1, 1993; and WHEREAS, GPC and Southern Nuclear now desire to enter into this Agreement in order to amend and restate the Nuclear Operating Agreement dated as of July 1, 1993 in its entirety as set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual obligations hereinafter stated, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.0 As used herein, the following terms and phrases shall have, respectively, the

following meanings: "Additional Unit" and "Additional Units" have the meaning given such terms in the Additional Units Ownership Agreement. "Additional Units Ownership Agreement" means the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among GPC, OPC, MEAG and Dalton dated April 21, 2006. "Affiliate" of any specified entity, means any other entity directly or indirectly controlling or controlled by or under direct or indirect common control with such specified entity. For purposes of this definition, "control" when used with respect to any entity means the power to direct the management and the policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and controlled" have meanings correlative to the foregoing.

"Agency Functions" means the functions of the Participants' Agent described in the first recital of this Agreement. "Agreement" means this Amended and Restated Nuclear Operating Agreement unless the text clearly indicates otherwise. "Amended and Restated Operating Agreement" means the Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement among GPC, OPC, MEAG and Dalton dated as of April 21, 2006. "Dalton" shall mean the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, and its respective successors and assignees. "Designated Representative" has the meaning assigned to such term in the Nuclear Managing Board Agreement. "Each Plant" means and refers to, as applicable, (a) Plant Hatch, provided that should activities or actions concerning Plant Hatch be undertaken with respect to one or more units of Plant Hatch individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities; (b) the Existing Units and related facilities, equipment, inventory and common facilities, provided that should activities or actions be undertaken with respect to one of the Existing Units individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities; and (c) the Additional Units and related facilities, equipment, inventory and common facilities, provided that should activities or actions be undertaken with respect to one of the Additional Units individually, the phrase Each Plant shall mean and refer to that unit and related facilities, equipment, inventory and common facilities.

"Effective Date" means the date upon which the Nuclear Managing Board Agreement becomes effective among the parties thereto. "Existing Units" means Vogtle Unit No. 1 and Vogtle Unit No. 2, as defined in the Existing Units Ownership Agreement. "Existing Units Ownership Agreement" consists of The Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among GPC, OPC, MEAG, and Dalton, dated August 27, 1976, as amended January 18, 1977 and February 24. 1977, and a Purchase, Amendment, Assignment and Assumption agreement between GPC and MEAG dated April 9, 1985 as amended. "Fuel Budget" means the budget described in Section 3.2.5 hereof. "Fuel Plan" means the plan described in Section 3.2.2 hereof. "Fuel Services" means work relating to supplying and managing the nuclear fuel for Each Plant including, but not limited to, planning, procurement, contract administration, fuel cycle design, fuel core and assembly design, fuel quality assurance, nuclear materials management, and all activities relating to procurement, conversion, enrichment, fabrication, transportation, installation, monitoring, repairing, storage, reprocessing and disposal of uranium, nuclear fuel, related materials and waste products. "Governmental Authority" means any local, state, regional or federal legislative, regulatory, administrative, legal, judicial, or executive agency, commission, department or other entity, and any person acting on behalf of any such entity. "GPC" means Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia, and its successors and assigns. "INPO" has the meaning assigned such term in Section 2.6.4 hereof.

"Legal Requirements" means all laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, written agreements, regulations and requirements of or issued by every Governmental Authority having jurisdiction over the matter in question, whether federal, regional, state or local, which may be applicable to Southern Nuclear or to any of the Participants or to Each Plant or any of the real or personal property comprising Each Plant, or to Nuclear Operating Services, or the use, occupancy, possession, operation, maintenance, construction, decommissioning, acquisition, installation, alteration, replacement, reconstruction or disposal of Each Plant or any part thereof. "Major Contract" means (i) any contract for the procurement of a firm supply (excluding any options) of natural or enriched uranium (U 30
8

or UF 6 ) from foreign or domestic sources over

a term of greater than five years and in an aggregate amount of greater than $50 million, (ii) any contract for the procurement from domestic or foreign sources of uranium enrichment services or fuel fabrication services (which may or may not include fuel core design services) over a term of greater than five years and in an aggregate amount of greater than $50 million, (iii) any contract for the procurement of major items of equipment (e.g., steam generators or reactor coolant pumps) in an amount of greater than $30 million for any single item of equipment, (iv) any contract for the procurement of outage services over a term of greater than five years and in an aggregate amount of greater than $50 million, or (v) any contract which will require the expenditure by Southern Nuclear (including any charges associated with a termination of such contract by Southern Nuclear without cause) in an amount of $50 million in any one year or an aggregate amount of $100 million; provided, however, that if any contract permits Southern Nuclear to cancel such contract on less than one year's advance notice, and Southern Nuclear is not obligated to pay a fee or charge for the exercise of such cancellation alone, then the term of

such contract for purposes of determining whether such contract is a Major Contract shall be the minimum term which could result if Southern Nuclear were to exercise such cancellation right. "MEAG" means the Municipal Electric Authority of Georgia, a public corporation and an instrumentality of the State of Georgia, and its successors and assigns. "New Investment Budget" means the budget described in Section 3.2.4 hereof. "New Investment Services" means work undertaken with respect to Each Plant relating to the planning, design, licensing, acquisition, construction, completion, renewal, improvement, addition, repair, replacement, enlargement, or modification of any Unit of Property as described in the Retirement Unit Manual of the Southern Electric System, including any amendments thereof as may from time to time be appropriate or necessary to comply with Legal Requirements, under circumstances where expenditures for such work are to be capitalized in accordance with the Electric Plant Instructions of the Uniform System of Accounts prescribed for Class A and B Public Utilities and Licensees by the Federal Energy Regulatory Commission. "NRC" means the United States Nuclear Regulatory Commission or any successor agency authorized to regulate and license utilization facilities pursuant to the Atomic Energy Act of 1954, as amended. "Nuclear Interface Procedure" has the meaning assigned in Section 2.5 hereof. "Nuclear Managing Board" means the board established pursuant to Section 2.1 of the Nuclear Managing Board Agreement, the members of which are representatives of the Participants. "Nuclear Managing Board Agreement" means that certain Second Amended and Restated Nuclear Managing Board Agreement among GPC, OPC, MEAG and Dalton, dated as of the date hereof, as amended from time to time.

"Nuclear Operating Services" means Fuel Services, New Investment Services, and Operation and Maintenance Services with respect to Each Plant. "OPC" shall mean Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation formed under the laws of the State of Georgia formerly known as Oglethorpe Electric Membership Corporation, and its successors and assigns. "Operating Agent" means the entity licensed by the NRC to operate and maintain Plant Hatch, the Existing Units and the Additional Units. "Operation and Maintenance Budget" means the budget described in Section 3.2.3 hereof. "Operation and Maintenance Services" means work for the Participants relating to the possession, management, control, start up, operation, availability, production of energy, maintenance, modification, shutdown, retirements, and decommissioning, including, but not limited to, any planning, design, engineering, labor, procurement of materials and supplies, materials management, quality assurance, training, security, environmental protection, and handling of any source material, special nuclear material or by-product material together with maintaining or obtaining licenses and regulatory approvals related thereto, governmental affairs or regulatory relationships, and all other activity that is not included in or performed as New Investment Services or Fuel Services, but which is required for the operation and maintenance of Each Plant or that may be required to comply with Legal Requirements. "Operational Information" has the meaning assigned such term in Section 5.1 of the Nuclear Managing Board Agreement. "Participants" or "Participant" means GPC, OPC, MEAG and Dalton, who jointly own Each Plant. References to the "Participants" herein are not intended to and do not amend or

modify rights among the Participants in any Participation Agreement or other agreement among them. "Participants' Agent" means GPC, acting on its own behalf and as agent for the other Participants in accordance with the Participation Agreements and pursuant to the Nuclear Managing Board Agreement. "Participation Agreements" means the agreements identified in Section 1.40 of the Nuclear Managing Board Agreement, as the same may be amended from time to time hereafter. "Plant Hatch" has the meaning assigned in Section 1.41 of the Nuclear Managing Board Agreement. "Plant Vogtle" has the meaning assigned in Section 1.42 of the Nuclear Managing Board Agreement. "Prudent Utility Practice" means at a particular time any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. "Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties and the requirements of governmental agencies of competent jurisdiction. "Services Plan" has the meaning assigned in Section 2.5 hereof. "Southern Electric System" means the electric utility operating company subsidiaries of The Southern Company and Southern Services, collectively.

"Southern Nuclear" means Southern Nuclear Operating Company, Inc., a corporation, organized and existing under the laws of the State of Delaware, and its successors and assigns. "Southern Services" means Southern Company Services, Inc., a corporation organized and existing under the laws of the State of Alabama, and its successors and assigns. "Strategic Plan" means the plan containing the information described in Section 3.2.1 hereof. "The Southern Company" means The Southern Company, a corporation organized and existing under the laws of the State of Delaware, the subsidiaries of which include, but are not limited to. GPC. Southern Nuclear and Southern Services. "Undivided Ownership Interest" has the meaning assigned such term in Section 1.52 of the Nuclear Managing Board Agreement. "Willful Misconduct" has the meaning assigned in Section 7.2 hereof. ARTICLE II AUTHORITY AND RESPONSIBILITY OF SOUTHERN NUCLEAR WITH RESPECT TO OPERATION OF EACH PLANT 2.1 Appointment of Southern Nuclear as Operating Agent and Scope of Authority. GPC, on behalf of itself and as agent for the other Participants, hereby appoints Southern Nuclear to be the Operating Agent of Each Plant on and after the Effective Date and Southern Nuclear hereby accepts such appointment. As the Operating Agent of Each Plant, Southern Nuclear is authorized to perform and shall be responsible for the performance of all Nuclear Operating Services for Each Plant for and on behalf of GPC in accordance with (i) Legal Requirements, including specifically, but without limitation, the NRC operating licenses for Each Plant and the rules and regulations of the NRC in effect on and after the Effective Date, (ii) the terms of the Participation Agreements, Nuclear Managing Board Agreement and this

Agreement to the extent such terms do not conflict with Legal Requirements, and (iii) Prudent Utility Practice subject to Legal Requirements and the terms of the agreements identified in clause (ii). 2.2 Responsibility for the Safe Operation of Each Plant. Notwithstanding any

provisions of this Agreement or any other agreement, on and after the Effective Date Southern Nuclear, as the Operating Agent, shall be responsible for the safe operation and maintenance of Each Plant and is hereby exclusively authorized to take such actions in the operation of Each Plant, including without limitation the safe shutdown of each unit of Each Plant, as Southern Nuclear in its sole discretion deems necessary to protect the health and safety of the public, including the personnel engaged in the operation and maintenance of Each Plant, or to protect the property at Each Plant. In order that Southern Nuclear may meet such responsibility and implement such authority, GPC shall be obligated to provide Southern Nuclear with financial resources in accordance with the terms of this Agreement and shall otherwise cooperate with Southern Nuclear in meeting such responsibility and implementing such authority. 2.3 Responsibility for Economic Operation. Subject to its primary responsibility set forth in Section 2.2 and the provisions of Section 2.1, Southern Nuclear shall in accordance with Prudent Utility Practice endeavor to achieve reliable performance of Each Plant, to maximize the capacity and availability factors and minimize forced outage rates and durations of each unit of Each Plant and to produce busbar costs as low as reasonably possible. 2.4 Incidental Authorities of Southern Nuclear. 2.4.1 Access to and Control of Each Plant. On and after the Effective Date, Southern Nuclear is hereby granted unrestricted access to and the exclusive right to use

and control the use of all property at Each Plant (including, without limitation, the Exclusion Area designated in the Final Safety Analysis Report Update for Each Plant) and all facilities, equipment and materials situated thereon, and to determine all activities within the site boundary of Each Plant. 2.4.2 Licenses and Permits for Each Plant. On and after the Effective Date, Southern Nuclear shall be authorized to and responsible for obtaining, maintaining and complying with all licenses and permits required for the operation and maintenance and the decommissioning of Each Plant from the NRC and other regulatory authorities. In connection with such authority and responsibility, Southern Nuclear shall be responsible for implementing the onsite emergency plan for Each Plant and for coordination activities with local, state and federal authorities in accordance with their respective offsite emergency plans. 2.4.3 'Costs. Obligations and Liabilities. On and after the Effective Date. Southern Nuclear is hereby authorized to incur costs, liabilities and obligations, purchase equipment, materials and supplies, perform or retain third parties to perfonn work and services, and take all actions as may be required to meet its responsibilities and implement its authorities under this Agreement, subject to the reporting, accounting and auditing requirements set forth in this Agreement, the Participation Agreements and the Nuclear Managing Board Agreement; provided, however, to the extent that the need for any of the foregoing actions is known in advance, then Southern Nuclear shall comply with the provisions of Section 3.2 concerning planning and budgeting and all other applicable provisions of this Agreement. With respect to all other actions, Southern

Nuclear shall comply with the terms of this Agreement, the Participation Agreements and the Nuclear Managing Board Agreement. 2.5 Support Services to be Provided by GPC. At Southern Nuclear's request GPC shall furnish support services or assistance, materials, supplies, licenses, offices, and real property rights including, without limitation, emergency response services, power supply services, transmission and distribution system repair, replacement, construction, and maintenance, telecommunications services, public information services, environmental services, accounting services, procurement services, maintenance personnel. security personnel or services, and other personnel, services or assistance as Southern Nuclear may require with respect to Each Plant. Any such support services which GPC shall furnish to Southern Nuclear shall be provided at cost. Southern Nuclear and GPC shall jointly prepare and maintain a nuclear interface procedure (hereinafter a "Nuclear Interface Procedure") in order to document the support services that GPC provides to Southern Nuclear. The Nuclear Interface Procedure shall provide for (i) procedures by which Southern Nuclear will budget for such services, (ii) procedures for GPC to bill Southern Nuclear for the costs of providing such services, and (iii) such other matters as GPC and Southern Nuclear may agree. Each requested area of support services that involves a continuing interface between Southern Nuclear and GPC shall be documented in a services plan (hereinafter "Services Plan") which describes the respective responsibilities of each company. 2.6 Other Authorities and Responsibilities of Southern Nuclear. Without limiting the generality of the foregoing, the authority vested in Southern Nuclear hereunder shall include the following:

2.6.1 Staff and Personnel. Subject to the provisions of Section 4.1.5 of the Nuclear Managing Board Agreement respecting Strategic Plans, Southern Nuclear shall select, hire, compensate, control, and discharge (when deemed appropriate by Southern Nuclear) those persons required to satisfy its obligations under this Agreement; provided, however, that the Nuclear Managing Board shall review and provide input to Southern Nuclear prior to the replacement of any Southern Nuclear officer having responsibility for Each Plant or any combination of Each Plant or the General Manager of Each Plant and each successor to such replacement, in accordance with Section 5.1.2.3 of the Nuclear Managing Board Agreement. Southern Nuclear shall consider any comments from the Participants regarding the perfonnance of any of Southern Nuclear's personnel, but management decisions on whether or not to take personnel or salary administration actions shall be made by Southern Nuclear in its sole discretion. Southern Nuclear shall maintain in effect at all times after the Effective Date an incentive compensation plan for its employees who are engaged in services for Each Plant relating to compliance with NRC regulations which plan shall have nominal funding, shall be comparable to other similar plans in use in the electric utility industry, and shall address those areas with the greatest potential for noncompliance. 2.6.2 Reductions in Capacity and Outages at Each Plant. Southern Nuclear shall have the exclusive right to shutdown or reduce the capacity of Each Plant at any time Southern Nuclear determines in its sole discretion that such action is appropriate to protect public health and safety or to protect the personnel, property or facilities at Each Plant. However, the Participants shall retain the authority to determine whether Each

Plant should be placed in standby status or operated at reduced output for economic reasons, including the need of any Participant for the capacity or energy of Each Plant. 2.6.3 Steady State Operation. Southern Nuclear shall have the authority and responsibility to deternine in its sole discretion (i) when it is prudent or necessary to operate Each Plant at a steady state in order to protect the nuclear fuel or any plant equipment or to optimize fuel usage, and (ii) the rate at which the capacity of Each Plant may be prudently adjusted in response to any dispatch request or demand. Southern Nuclear shall keep the dispatcher of the power and energy generated by Each Plant informed of any such determination and intent to operate Each Plant at a steady state and the rate at which the capacity of Each Plant will be adjusted, if at all, to meet dispatch requests or demands. Notwithstanding the foregoing, Southern Nuclear shall cooperate with GPC in developing and implementing any new methodology for the scheduling and dispatching of energy from the Additional Units developed pursuant to Section 4.2(b) of the Amended and Restated Operating Agreement. Southern Nuclear recognizes that reductions in capacity and unplanned outages at Each Plant could have an adverse effect on the power supply systems of the respective Participants, their respective costs of providing electric service or both. Southern Nuclear will endeavor to consult with the Nuclear Managing Board concerning any operating conditions which are expected to result in capacity reductions often percent or more for periods of time in excess of seven days or outages at either unit of Each Plant; provided, however, that Southern Nuclear will only take such actions when it determines they are prudent or necessary from an operating standpoint.

2.6.4 Membership and Participation in Industry Organizations. Southern Nuclear shall be a member of the Institute of Nuclear Power Operations ("INPO") and is hereby authorized to participate in all applicable INPO programs which will benefit Each Plant, including programs conducted by the National Academy for Nuclear Training. Southern Nuclear is also authorized to participate in other nuclear industry groups which will benefit Plant Hatch, the Existing Units or the Additional Units. 2.7 Contracting. 2.7.1 Contracts with Affiliated Entities. Southern Nuclear has entered into a contract with Southern Services under which Southern Nuclear may obtain certain services in support of its performance of Nuclear Operating Services. Southern Nuclear is hereby authorized to enter into additional contracts, agreements or other arrangements with any Affiliate of Southern Nuclear as may be pennitted under Legal Requirements and in accordance with Sections 2.3.2, 2.3.3 and 2.3.10 of the Nuclear Managing Board Agreement for the procurement of such support services as Southern Nuclear deems can be effectively and efficiently provided by such Affiliate to enable Southern Nuclear to perform Nuclear Operating Services. Each such contract, agreement or arrangement shall be administered in accordance with written interface procedures, work orders, or other formal documents which describe the scope of each support service to be provided by such Affiliate on an ongoing basis. Southern Nuclear may modify or amend any contract, agreement or arrangement with an Affiliate in accordance with Sections 2.3.2, 2.3.3 and 2.3.10 of the Nuclear Managing Board Agreement, or as may be necessary to comply with Legal Requirements. Additionally, Southern Nuclear acknowledges that any liability of the Participants under each such contract, agreement or other arrangement

shall be several in proportion to their respective Undivided Ownership Interests and not joint or joint and several. 2.7.2 Contracts with Non-affiliated Third Parties. Southern Nuclear is authorized to enter into any contract with any non-affiliated third party for the procurement of equipment, materials, supplies or services; provided, however, that all Major Contracts shall be approved by the Nuclear Managing Board in accordance with Section 2.3.4.1 of the Nuclear Managing Board Agreement; and provided further that any such contract shall meet Legal Requirements. GPC is a party to a Government Areawide Contract under which it provides electric service to the Federal Government. Southern Nuclear shall incorporate into all contracts with third parties respecting Each Plant the applicable provisions of the Federal Acquisition Regulations incorporated into the Government Areawide Contract. 2.7.2.1 All agreements made by Southern Nuclear pursuant to its authority hereunder (except for agreements with Affiliates of Southern Nuclear) shall, by their terms, be made assignable by Southern Nuclear to any replacement or successor agent pursuant to this Agreement and the applicable Participation Agreements, as applicable. Southern Nuclear will use its reasonable best efforts to cooperate fully with any replacement or successor agent to effect the assignment of all such agreements (other than agreements with Affiliates of Southern Nuclear) and otherwise to secure for such replacement or successor agent the benefits of any other such agreements (other than agreements with Affiliates of Southern Nuclear).

2.7.2.2 Southern Nuclear shall cause all third parties to the agreements made by Southern Nuclear pursuant to its authority hereunder to acknowledge the information and audit rights of the Participants under the Participation Agreements and the Nuclear Managing Board Agreement, and to commit to cooperate with Southern Nuclear, the Participants and their representatives in connection therewith and to provide information described thereunder (including any information deemed confidential or proprietary) to Southern Nuclear, the Participants and their representatives, which shall be held in accordance with Article VI of this Agreement. Information requested by a Participant may not be refused on the grounds that such third party claims such information to be proprietary if such Participant agrees to execute an agreement satisfactory to any such third party to protect such information from unwarranted disclosure. 2.7.2.3 Southern Nuclear shall notify all third parties with whom it contracts that it is not authorized to bind the Participants to joint or joint and several liability and that any liability of the Participants under such contract shall be several in proportion to their respective Undivided Ownership Interests. 2.7.2.4 Southern Nuclear shall establish procurement procedures requiring purchasing agents to incorporate into all contracts respecting Each Plant general terms and conditions which afford adequate protection to the Participants against reasonably foreseeable commercial risks in accordance with Prudent Utility Practice. Such procedures shall also provide for review by appropriate levels of management, commensurate with the commercial risk involved, of any proposed deviations from such established procedures.

2.7.2.5 In such contracts with third parties, Southern Nuclear may, in accordance with Prudent Utility Practice and all other provisions of this Agreement, agree to certain matters including, but not limited to, limitations on the liability of such contractors for work performed or materials furnished, restrictions on warranties, agreements to indemnify the contractors from liability and other provisions. GPC waives any claims against Southern Nuclear for entering into such contracts or agreeing to the provisions thereof. GPC also recognizes that a number of the Southern Nuclear contracts relating to Each Plant may contain provisions that require Southern Nuclear to obtain from GPC an agreement by GPC that it will be bound by all of the requirements for financial protection, waivers, releases, indemnifications, limitations of liability and further transfers or assignments that bind Southern Nuclear under such contracts. GPC agrees to be bound by the requirements for financial protection, waivers, releases, indemnification, limitation of liability and further transfers or assignments that bind Southern Nuclear as they now exist or may in the future exist with respect to all contracts relating to Each Plant. 2.7.2.6 GPC covenants that, without the written consent of Southern Nuclear, GPC will not threaten suit or bring suit against third parties or otherwise make any claim under any contract or arrangement relating to Each Plant and GPC recognizes that Southern Nuclear has complete and exclusive authority, with respect to all such matters. If GPC desires for suit to be threatened or brought or otherwise for any claim to be made, or desires that such action contemplated by Southern Nuclear shall not be taken, GPC shall, by written notice to Southern

Nuclear, request Southern Nuclear so to act or refrain from acting. Upon receipt of such notice, GPC and Southern Nuclear shall arrange for consultation within ten working days thereafter on the questions raised, or such lesser period of time as Southern Nuclear, in its sole discretion, shall specify in the light of circumstances requiring a more expeditious determination. Following such consultation, Southern Nuclear shall, in its capacity as Operating Agent, take such action or refrain from acting in accordance with the determination of GPC, in its capacity as the Participants' Agent. 2.8 Decommissioning of Each Plant. At such time as has been determined, pursuant to the requirements of the applicable Participation Agreements, that any unit at Each Plant shall be permanently removed from service, Southern Nuclear shall be authorized to and responsible for all actions required to decommission such unit in accordance with Legal Requirements and a decommissioning plan approved by the NRC and by the Nuclear Managing Board in accordance with Section 2.3.9 of the Nuclear Managing Board Agreement subject to the requirements of the applicable Participation Agreements. 2.9 GPC Retains Responsibility for all Agency Functions. In exercising its authority as provided in this Agreement, GPC shall assure that Southern Nuclear's performance hereunder is in furtherance of GPC's Agency Functions under the Participation Agreements and accepts Southern Nuclear's actions as its own. 2.10 Authority to Act as Agent for GPC and Right of Third Parties to Rely on Agency. In the conduct of the authority vested in Southern Nuclear in this Article 11, GPC hereby designates and authorizes Southern Nuclear to act as its attorney-in-fact and agent for such

purposes, including authority to enter into and administer contracts on behalf of GPC for procurement of materials, equipment or services and authority to administer contracts entered into by GPC with respect to Each Plant. As relates to all third parties, the designation of Southern Nuclear as agent shall be binding on GPC. Southern Nuclear accepts such appointment as agent of GPC. Upon request from Southern Nuclear, GPC shall provide written confirmation of this agency relationship to third parties. ARTICLE III OBLIGATIONS OF SOUTHERN NUCLEAR 3.1 Meetings with the Nuclear Managing Board. In order to assure that the members of the Nuclear Managing Board are informed as to the status of operations at Each Plant, an officer of Southern Nuclear, together with any employees or consultants of Southern Nuclear as such officer may designate, shall attend each meeting of the Nuclear Managing Board. At such meetings Southern Nuclear shall present information concerning plant performance, the status and condition of Each Plant and unit (if appropriate), including review of problem status reports, events that are significant to plant operations, capital projects and year to date budget performance and end of year projections, to convey an overview of Each Plant and its operations and to address items on the agenda for the meeting of the Nuclear Managing Board. Southern Nuclear will inform the Nuclear Managing Board of events which are affecting or may affect the availability of any unit at Each Plant. 3.2 Plans and Budgets. Strategic Plans, Fuel Plans, Operation and Maintenance Budgets, New Investment Budgets and Fuel Budgets shall be submitted to the Nuclear Managing Board by Southern Nuclear as provided in Sections 3.2.1 through 3.2.5 hereof. The contents of these plans and

budgets shall conform to the requirements and guidelines established in Section 4.0 and Appendix A of the Nuclear Managing Board Agreement. The Nuclear Managing Board shall either approve or disapprove each such plan or budget within thirty (30) days in accordance with Section 4.0 of the Nuclear Managing Board Agreement. In the event that the Nuclear Managing Board disapproves a plan or budget, the members of the Nuclear Managing Board shall inform Southern Nuclear of the basis for such disapproval. Southern Nuclear shall take such further actions with respect to such disapproved plan or budget as may be required in accordance with Section 4.0 of the Nuclear Managing Board Agreement. Southern Nuclear shall attempt to provide Nuclear Operating Services in accordance with approved plans and within the aggregate annual amount of approved budgets. Notwithstanding the foregoing, Southern Nuclear makes no representation, warranty or promise of any kind as to accuracy of any such plan or budget, or that any attempt referred to in the preceding sentence will be successful, and in no event shall GPC be relieved of its responsibility to pay costs incurred by Southern Nuclear as required in Article V hereof. 3.2.1 Strategic Plan. A Strategic Plan (that includes the elements listed in Section 4.1 of the Nuclear Managing Board Agreement) for Each Plant shall be submitted to the Nuclear Managing Board by April 15 of each year and Southern Nuclear shall take such other actions as may be required by Section 4.1 of the Nuclear Managing Board Agreement. 3.2.2 Fuel Plan. A ten year Fuel Plan for Plant Hatch, the Existing Units and the Additional Units shall be submitted to the Nuclear Managing Board by September 15 of each year with such information as described in Section 4.2 of the Nuclear Managing Board Agreement.

3.2.3 Operation and Maintenance Budget. By August 15 of each year, Southern Nuclear shall submit to the Nuclear Managing Board a written Operation and Maintenance Budget estimate of the costs of Operation and Maintenance Services of Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years (with such information as described in Section 4.3 of the Nuclear Managing Board Agreement). Southern Nuclear shall take such other actions as may be required by Section 4.3 of the Nuclear Managing Board Agreement. Each budget shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. 3.2.4 New Investment Budget. By August 15 of each year, Southern Nuclear shall submit to the Nuclear Managing Board a written New Investment Budget estimate of the cost of New Investment Services for Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years (with such information as described in Section 4.4 of the Nuclear Managing Board Agreement). Southern Nuclear shall take such other actions as may be required by Section 4.4 of the Nuclear Managing Board Agreement. Each budget shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. 3.2.5 Fuel Budget. By August 15 of each year, Southern Nuclear shall submit to the Nuclear Managing Board a written Fuel Budget estimate of the costs of Fuel Services for Each Plant for the next calendar year, with a forecast of budget requirements for the succeeding four calendar years (with such information as described in Section 4.5 of the Nuclear Managing Board Agreement). Southern Nuclear shall take such other actions as may be required by Section 4.5 of the Nuclear Managing Board Agreement. Each budget

shall be supported by detail reasonably adequate for the purpose of review by the Nuclear Managing Board. 3.3 Information and Approvals. Southern Nuclear will provide the Participants with all information in its possession or control relating to the operation, maintenance, renewal, addition, replacement, modification, decommissioning and/or disposal of Each Plant, and the cost of New Investment Services, Operation and Maintenance Services, and Fuel Services to be paid by the Participants (the "Operational Information"), with the objective of assuring that the Participants remain fully informed in a timely manner with respect to matters that could impact decisions made or to be made by the Nuclear Managing Board, Southern Nuclear, the Participants' Agent or the Participants under this Agreement or any applicable Participation Agreement. In furtherance of such objective, three categories of information, i.e.. Formal Routine, Formal Non-routine, and Informal, shall be provided to each member of the Nuclear Managing Board or to the Participants, which to the maximum extent possible shall be provided electronically as provided in Section 3.3.4. 3.3.1 Formal Routine Information. In addition to the Strategic Plan and budget

information provided routinely pursuant to Section 3.2, information in this category includes:

3.3.1.1 Energy Estimate - By August 15 of each year, Southern


Nuclear will furnish a written energy estimate for Each Plant and unit projecting

the estimated generation for each unit during the succeeding five calendar years,
using the best available data at the time.

3.3.1.2 Benchmark Performance Data. At the time of submittal of each Strategic Plan, Southern Nuclear will also furnish a comparison of the performance of Each Plant and unit relative to other similar units and plants in the United States using performance indicators, including, without limitation, the unit cost of generation, in common use in the nuclear industry or as may be specified by the Nuclear Managing Board. Each month, Southern Nuclear will furnish a comparison of the performance of Each Plant and unit for the preceding month relative to the INPO performance index (both component and aggregate) to the extent such index is available for such month at such time. 3.3.1.3 Plant Budget Reports. Southern Nuclear will furnish monthly data showing actual costs for Operation and Maintenance Services (broken out by outage and non-outage expense and Southern Nuclear administrative and general expense), New Investment Services, and Fuel Services at Each Plant and unit with comparisons to the respective budgets for such services. These reports will normally be provided on an electronic database (pursuant to Section 3.3.4) at the Southern Nuclear transaction level by the end of the succeeding month. 3.3.1.4 Plant and Unit Specific Strategic Plan Reports. Southern Nuclear will furnish monthly data showing actual performance for Each Plant or unit (as appropriate) compared to goals and strategic objectives contained in the Strategic Plan for Each Plant or unit (as appropriate) on at least a bimonthly basis; provided Southern Nuclear will endeavor to provide such reports on a monthly

basis. These reports normally will be provided using e-mail by the end of the succeeding month. 3.3.1.5 INPO Evaluations and Assessments. Southern Nuclear will make available for review by the Designated Representatives of each Participant copies of evaluations and assessments of Each Plant by the INPO. 3.3.1.6 NRC and INPO Meetings. Each member of the Nuclear Managing Board will be notified by Southern Nuclear and appropriate representatives of each Participant may attend executive exit meetings of INPO and the NRC as observers. Attendance by Participant representatives as observers at other NRC & INPO meetings with Southern Nuclear will be permitted unless (i) such attendance is contrary to the policies of NRC or INPO, or (ii) the management of Southern Nuclear requests that Participant representatives not attend in which event any Participant may invoke the procedures specified in Section 5.3.3 of the Nuclear Managing Board Agreement. 3.3.1.7 Audit Reports. Southern Nuclear will make available for review by the Participants copies of financial or accounting reports concerning Each Plant containing the results of audits by or for GPC, Southern Nuclear, Southern Services or any Affiliate of The Southern Company, for any Participant or its Affiliates, or by any regulatory agency. 3.3.1.8 Correspondence to and from NRC. Southern Nuclear shall furnish to any Participant's Designated Representative at his or her request copies of all correspondence to and from the NRC concerning Each Plant.

3.3.1.9 Correspondence to and from Georgia Environmental Protection Division. Southern Nuclear shall furnish to any Participant's Designated Representative at his or her request all correspondence to and from the Georgia Environmental Protection Division concerning Each Plant. 3.3.1.0 Incentive Compensation Plan. Southern Nuclear shall provide to each member of the Nuclear Managing Board a copy of the incentive compensation plan for its employees described in Section 2.6.1 hereof and, with respect to each amendment or revision of such plan, Southern Nuclear shall consider any comments as may be offered by the Nuclear Managing Board or such member respecting such plan, but shall have full authority to implement such amendment or revision when in its sole discretion it decides that it is appropriate to do so. 3.3.2 Formal Non-routine Information. 3.3.2.1 Information in this category which is time sensitive and shall be promptly provided by Southern Nuclear to the Participants includes: information on work disruptions or stoppages, and Notices of an Unusual Event, Alert, Site Area Emergency, or General Emergency (as such terms are defined in the emergency plan for Each Plant). Southern Nuclear shall also inform the Participants and the dispatcher of the power and energy generated by Each Plant as soon as practical, or in accordance with guidelines acceptable to the Nuclear Managing Board, after the occurrence at Each Plant of any unplanned outage of a unit, any significant extension of a planned unit outage, any unplanned reduction in the capacity of a unit for an extended period, or any event or regulatory action

which may substantially affect the operation of Each Plant. Information in this category also includes infornal reports concerning events which Southern Nuclear believes may result in public interest or may lead to inquiries to Participants by members of the public, and news releases issued by the Participants' Agent or Southern Nuclear. 3.3.2.2 Southern Nuclear shall inform the Nuclear Managing Board of any plan to change the organizational structure of Southern Nuclear to the extent that such change in any way affects the Southern Nuclear personnel who are dedicated to Each Plant and will consider any comments made by the Nuclear Managing Board, or any member of the Nuclear Managing Board, respecting such plans, but shall have full authority to implement such plans when in its sole discretion it decides it is appropriate to do so. 3.3.2.3 Southern Nuclear shall also inform the Nuclear Managing Board of any plans to replace (1) the individual occupying the position of General Manager of Each Plant, and the successors of such replacement, and (2) any Southern Nuclear officer having responsibility for Each Plant or any combination of Each Plant, and the successors of such replacement. The Nuclear Managing Board shall review and the Nuclear Managing Board, or any member of the Nuclear Managing Board, may provide input to Southern Nuclear prior to the replacement of such individuals and shall be afforded access, on request, to Southern Nuclear's chief executive and senior nuclear operations officers and its Board of Directors or any of them; provided, however, that Southern Nuclear shall have full authority, in its sole discretion, to make such replacements as it

deems appropriate following such review, input and access by the Nuclear Managing Board; and provided further that such review, input and access shall not be required with respect to any replacement made on a temporary or interim basis to fill any vacancy which arises as a result of any occurrence (e.g., injury, promotion, dismissal or resignation). 3.3.2.4 To the extent a Participant requires additional Operational Information not otherwise available or provided pursuant to this Section 3.3, such Participant may make a formal request for additional information to Southern Nuclear's Designated Representative. Such request will be in writing and will be sent by such Participant's Designated Representative to Southern Nuclear's Designated Representative. Southern Nuclear will diligently respond to such requests. Southern Nuclear's response to such additional information request shall be in substance and in a format as reasonably determined by Southern Nuclear. 3.3.3 Informal Information. Information in this category includes informal

communications between representatives of any Participant and Southern Nuclear's employees of a general nature and access by such representatives to routine reports and records on plant operations and conditions that are normally readily available at Each Plant. 3.3.4 Electronic Access to Operational Information. Southern Nuclear will

develop and maintain a system to permit the Participants (through their Designated Representatives and Site Representatives, as appropriate) to have electronic access to Operational Information related to Each Plant except to the extent access thereto is

limited by Section 6.3 with regard to Safeguards Information, as defined in 10 CFR 73.2, or NRC, Department of Labor or related requirements and the practicalities and cost-effectiveness of such electronic information management and access. The cost directly associated with the development and implementation of such systems, such as software programming and hardware costs dedicated to the system, shall be treated as a cost of New Investment Services. The information provided on such system shall be in a format and safeguarded as may be reasonably determined by Southern Nuclear. Southern Nuclear, after the receipt of input from the Participants, shall establish and distribute reasonable data exchange and protection protocols with respect to the access givefi to the Designated Representatives of the Participants, which such protocols shall include actions in the case of improper access, user identification and password requirements and similar provisions. 3.4 Access to Each Plant. Each Participant shall be given the opportunity to have a reasonable number of representatives located at Each Plant ("Site Representatives") for the purpose of observing and reporting to such Participant on plant conditions and activities in accordance with the provisions of Sections 5.3.2 and 5.3.3 of the Nuclear Managing Board Agreement. Reasonable office space and facilities will be made available to such Site Representatives. If a Participant elects to place a representative on site, such Participant will re-evaluate periodically the need for such onsite representation, and if the Participant determines that there is no longer a need for such onsite representation, the Participant will suspend its onsite representation.

3.5 Plant Tours. Each Participant shall have the right to have its representatives and guests visit Each Plant, with prior approval of Southern Nuclear, to tour the facilities, and observe plant activities; provided that such visit or tour will not interfere with the operation of the plant, plant safety or security. Such representatives and guests shall comply with all applicable rules and regulations in effect at Each Plant whether imposed by Governmental Authority or by Southern Nuclear. 3.6 Management Audit. Each Participant shall have the right to conduct management audits, at its own cost, of Southern Nuclear's performance hereunder either by such Participant's own officers and employees or by its duly authorized agents or representatives, including without limitation any auditor utilized by such Participant, or any nationally recognized accounting firm designated by such Participant or by the Administrator of the Rural Utilities Service. Southern Nuclear shall cooperate with such Participant in the conduct of such audits and, subject to the provisions of Article VI hereof, the applicable regulations of the NRC and the requirements of vendors, give such Participant's representatives reasonable access to all contracts, records, and other documents relating to Each Plant. Following any such management audit, Southern Nuclear shall respond to the findings of such audit if requested to do so by such Participant. Management audits by individual Participants shall be coordinated and scheduled through the Participant's Agent so as to minimize the number of audits required and to attempt to avoid more than one management audit in any consecutive 12-month period. 3.7 Civil Penalties and Meetings. In each case when a civil penalty is assessed against Southern Nuclear with respect to Each Plant. Southern Nuclear shall provide the members of the Nuclear Managing Board with a

description of the violation, the root cause determination of the violation, and the corrective action taken and to be taken to avoid repeat violations. The Nuclear Managing Board upon its request will be provided the opportunity to meet with the chief executive and senior nuclear operations officers, the Board of Directors or both of Southern Nuclear. ARTICLE IV ENTITLEMENT TO OUTPUT 4.1 Entitlement of Participants to Output. The Participants shall be entitled to all of the output from Each Plant at the time generation in such units occurs. Southern Nuclear shall have no entitlement to output or control over scheduling of the units other than such control as is necessary for the safe or prudent operation or shutdown of Each Plant. 4.2 Determination of Output - Responsibility for Station Service and Losses. Output of Each Plant shall be the gross generation of such plant, less station service requirements, and less adjustments for losses experienced. GPC shall be responsible for providing all offsite electric power required at Each Plant whenever the station service and losses exceed the gross generation of such plant. ARTICLE V COSTS 5.1 Costs Payable by GPC. GPC shall pay to Southern Nuclear the costs incurred by Southern Nuclear in providing Nuclear Operating Services for Each Plant. The costs of such services shall include both Direct Charges and Allocated Charges, as hereinafter defined. The obligation to make payments as specified herein shall continue notwithstanding the capability (or lack of capability) of Each

Plant to produce power for any reason. Southern Nuclear shall submit to GPC on or before the last day of each month an invoice or invoices for Each Plant for the costs of such Nuclear Operating Services provided for such plant incurred during the preceding month in format and detail specified from time to time by GPC. 5.1.1 Direct Charges. To the extent that the costs incurred by Southern Nuclear in connection with Nuclear Operating Services for Each Plant can be identified and related to a particular transaction, direct charges will be made by Southern Nuclear against such plant (hereinafter "Direct Charges"). Direct Charges shall include, without limitation, (i) all payroll costs of Southern Nuclear employees dedicated full-time to provide Nuclear Operating Services solely for Each Plant, (ii) all payroll costs of other Southern Nuclear employees whose entire payroll costs are not treated as Allocated Charges for hours or portions thereof spent in performing Nuclear Operating Services solely for Each Plant, (iii) costs incurred under contracts that are administered by Southern Nuclear for Nuclear Operating Services for Each Plant, (iv) liabilities and costs of Southern Nuclear arising in connection with Each Plant that are indemnified pursuant to Section 7.2 hereof, and (v) premiums and assessments paid for insurance which Southern Nuclear is obligated to maintain pursuant to Article VIII hereof solely in connection with Each Plant. Payroll costs shall include, without limitation, wages and salaries, overtime and premium payments, payroll taxes, retirement, insurance and other benefits and contributions paid by Southern Nuclear in accordance with its established personnel policies in effect from time to time. 5.1.2 Allocated Charges. "Allocated Charges" are all of those costs of Nuclear Operating Services incurred by Southern Nuclear that (i) are not included in the Direct

Charges for Each Plant and (ii) equitably should be shared between Plant Hatch, the Existing Units and the Additional Units or between GPC and any other company or companies for which Southern Nuclear provides services. Allocated Charges shall not include any costs of organizing Southern Nuclear or of terminating or shutting down Southern Nuclear in the event that this Agreement is terminated by GPC or Southern Nuclear with or without cause. Except as hereinafter provided with respect to costs of certain Fuel Services, Allocated Charges shall be allocated and charged to Each Plant in accordance with the Southern Nuclear Cost Allocation Manual or the Plant Vogtle Cost Allocation Procedures (as applicable) and any revisions made thereto from time to time with the approval of the Nuclear Managing Board, in accordance with Section 2.3.8 of the Nuclear Managing Board Agreement, and subject to required approvals, if any, by any Governmental Authority. The plant basis of allocation as described in the Southern Nuclear Cost Allocation Manual and the Plant Vogtle Cost Allocation Procedures will be used, as amended, or approved by the Nuclear Managing Board. Southern Nuclear shall give timely notice to each Participant of the initiation of any proceeding to which it is a party before any Governmental Authority in which the method of allocating Allocated Charges is an issue and shall not contest the standing of any Participant to challenge the use of any proposed allocation methods. 5.1.3 Participant Charges. Southern Nuclear shall list separately on its invoice to GPC the cost of special services provided to any Participant, including GPC, upon its written request. e.g., preparation or review of testimony, exhibits or analyses for any rate case or other regulatory proceeding. The costs of any such special services shall be the

sum of the special direct charges and special prorated charges which shall be determined in the same manner as provided in Sections 5.1.1 and 5.1.2 hereof. 5.1.4 Revision. Should Southern Nuclear undertake to perform services for any other affiliated company, the responsibility for the cost of such services shall be determined in the same manner as provided in this Section 5.1. Should Southern Nuclear desire to undertake to perform services for any non-affiliated company where the responsibility for the cost of such services is determined in a manner different than provided in this Section 5.1, Southern Nuclear shall, prior to its undertaking to do so, discuss the matter and reach an agreement with the Participants' Agent, respecting the need for or the terms of any amendment to this Section 5.1 as may be appropriate to assure the continued fairness of the determination of the responsibility for costs payable to Southern Nuclear hereunder. 5.1.5 Advancement of Funds. Southern Nuclear shall prepare forecasts, in such frequency. form and detail as GPC shall direct, of the funds required to pay Southern Nuclear's anticipated costs of the Nuclear Operating Services to be provided to GPC and the dates on which payment of such anticipated costs shall become due. GPC shall advance funds or cause funds to be advanced to Southern Nuclear in such amounts and at such times, determined on the basis of such forecasts, to enable Southern Nuclear to pay its costs of Nuclear Operating Services on or before the dates on which payment of such costs shall be due. Such advances shall be made by deposits or bank transfers to accounts of Southern Nuclear with a bank or banks whose deposits are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation as Southern Nuclear shall designate. Any excess funds in such accounts shall be invested by Southern Nuclear in

accordance with prudent cash management practices and all investment income and appreciation received on such funds shall be credited against the cost of Nuclear Operating Services provided to GPC. Southern Nuclear shall have authority to draw checks on such account(s) only as necessary to pay costs of Nuclear Operating Services. In no event shall GPC fail to provide funds required to pay such costs, even where a dispute arises as to the appropriateness of such costs, it being agreed that any such dispute shall be resolved as provided in Section 5.2 hereof. 5.1.6 General Accounting Matters. Determinations by Southern Nuclear on all accounting matters related to the transactions contemplated by this Agreement will be in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts prescribed for Class A and B Public Utilities and Licensees, utilizing the accrual method of accounting, unless otherwise specifically provided in this Agreement or mutually agreed by Southern Nuclear and GPC or as prescribed by other regulatory agencies having jurisdiction, as the case may be, from time to time. 5.1.7 Right to Audit Costs and Inspect Records. During normal business hours and subject to conditions consistent with the conduct by Southern Nuclear of its regular business affairs and responsibilities, Southern Nuclear will provide GPC or any other Participant, or any of their officers, employees, agents or representatives, or any auditor utilized by GPC or such Participant, or any nationally recognized accounting firm designated by GPC or such Participant or by the Administrator of the Rural Utilities Service, with access to Southern Nuclear's books, records, and other documents related to the performance of Southern Nuclear's obligations under this Agreement (including,

without limitation, all Services Plans, the Nuclear Interface Procedure and agreements between Southern Nuclear and any of its Affiliates, and any amendments to the foregoing) and, upon request, copies thereof, which pertain to (i) costs applicable to Nuclear Operating Services for Each Plant to the extent necessary to enable the auditors of GPC or such Participant to verify the costs which have been billed to GPC or charged to such Participant pursuant to the provisions of this Agreement; (ii) compliance with all environmental Legal Requirements; and (iii) matters relating to the design, construction, operation, retirement and decommissioning of Each Plant in proceedings before any Governmental Authority. 5.2 Resolution of Disputes as to Payments. GPC shall have until the expiration of the 180-day rule pursuant to Section 9.15 of the Nuclear Managing Board Agreement to question or contest the correctness of any respective cost shown on a billing statement from Southern Nuclear, after which time the correctness of such cost shall be conclusively presumed. Should a dispute arise concerning the payment of money due under this Agreement, the parties shall first attempt to resolve such dispute by consultation between representatives of Southern Nuclear and GPC. In the event such representatives are unable to resolve satisfactorily their disagreement, they shall refer the matter to senior management of the parties. No dispute whatsoever as to the payment of costs shall permit GPC to delay payment in full of all costs on the date required. If GPC shall have made payments responsive to any disputed invoice and if Southern Nuclear and GPC, or a court of competent jurisdiction, should later determine that a disputed invoice was for an amount in excess of the correct amount due, then Southern Nuclear shall be obligated to refund the difference to GPC.

ARTICLE VI PROTECTION OF INFORMATION 6.1 Confidentiality. (a) The parties recognize that there are, or may be in the future, certain

contracts, records, drawings, data or other documents or information relating to the operation, maintenance, renewal, addition, replacement, modification decommissioning or disposal of Each Plant, which is labeled by the party providing such information as proprietary, confidential or privileged (the "Confidential Information"), and, in some cases, is subject to a contractual obligation to another person which requires that such information not be disclosed without the express approval of such other person. Information provided orally shall be deemed

"Confidential Information" if the disclosing party states that such information is confidential at the time of such disclosure and, within ten (10) days thereafter, provides the receiving party written confirmation of the confidential nature of the information so disclosed. (b) Each of the parties agrees, notwithstanding any other provision of this

Agreement, that it shall use any Confidential Information only in the exercise of its respective rights and obligations hereunder, and that any Confidential Information which is disclosed to it shall not be disclosed other than as permitted under this Section 6.1 to any other entity or to any person who is not an officer, director, employee or attorney, respectively, of the party; provided. however, that the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees or security deed holders, of any of the parties and any credit rating agencies and other financing entities that need to know such information in connection with the financing of a party's Undivided Ownership Interest shall be entitled to examine (but not to copy) at the offices of Southern Nuclear or the party whose lessor, mortgagee or security deed holder or any

such credit rating agency or financing entity desires to examine such information, any Confidential Information; and provided further. however, that the parties may disclose any such information as required by any Governmental Authority (including the Rural Utilities Service) having jurisdiction or as necessary to comply with Legal Requirements. (c) Each of the parties agrees to take all reasonable steps to protect the

proprietary, privileged or confidential nature of all Confidential Information furnished to it, including, without limitation: (i) limiting access to and disclosure of such Confidential Information only to: (A) its officers, directors, employees or attorneys who have a need for access to such Confidential Infonnation reasonably related to the exercise of any rights of the parties hereunder, (B) the respective lessors, mortgagees and security deed holders, including prospective lessors, mortgagees and security deed holders, and credit rating agencies and financing parties, of the parties only as permitted by the provisions of Section 6.1 (b), and (C) to those persons to which access is required by any Governmental Authority or as necessary in order to comply with Legal Requirements; and (ii) ensuring that those persons receiving any such Confidential Information understand the proprietary, confidential or privileged nature of such Confidential Information. (d) In the event that a party considers it necessary or desirable to disclose or

provide copies or summaries of or access to any Confidential Information to any person not its employee, director, officer or attorney, and such disclosure is not otherwise permitted by this Section 6.1 and such disclosure is to a contractor, agent, representative or consultant of such party which reasonably requires such Confidential Information to assist the party in the exercise of its rights as a party or to perform its responsibilities with regard to the operation, maintenance, renewal, addition, replacement, modification, decommissioning or disposal of Each Plant, then

the party may provide such information to such person only when such person shall have signed an agreement obligating such person to: (i) safeguard the confidentiality of such Confidential Information; (ii) use such Confidential Information only for the purpose of executing its

responsibilities regarding such plant; and (iii) return or destroy all copies of any documents containing such Confidential Information upon the completion of its responsibilities. The party shall advise the person or persons designated by the party originally furnishing such Confidential Information, by telephone or otherwise, of the Confidential Information to be disclosed and shall provide such furnishing party a copy of each such executed confidentiality agreement within ten (10) days of execution, together with a list of all documents provided by the party containing Confidential Information which have been given to such person, which such party shall update each time additional documents are provided to such person. (e) The obligations of the parties pursuant to the provisions of this Section 6.1

shall survive the tennination of this Agreement and continue to bind the parties, in the case of Confidential Information which is not a trade secret, for a period of five years following the termination of this Agreement, and, in the case of trade secrets, for so long as they remain trade secrets. (f) The restrictions of this Section 6.1 shall be in addition to any restrictions

imposed by law upon the parties in the absence of contract. 6.2 Restricted Data. Both Southern Nuclear and GPC agree that they will not permit any individual to have access to Restricted Data, as that term is defined in 42 U.S.C. 2014(y), until the Southern Nuclear Office of Personnel Management shall have made an investigation and report to the

NRC on the character, associations, and loyalty of such individual and the NRC shall have

determined that permitting such person to have access to such Restricted Data will not endanger the common defense and security. 6.3 Safeguards Information. Notwithstanding any other provision of this Agreement, any access to Safeguards Information, as that term is defined in 10 C.F.R. 73.2, shall be subject to the limitations and conditions of 10 C.F.R. 73.21. GPC and each other Participant agrees that any information provided under this Agreement will not be used nor controlled in any manner that (i) would compromise any part of the safeguards plan for Each Plant, (ii) would be in contravention of applicable Legal Requirements, or (iii) would cause Southern Nuclear to violate any arrangement regarding confidentiality or proprietary rights that Southern Nuclear has with any third party; provided, however, that Southern Nuclear shall not refuse to furnish any information requested by a Participant on the grounds that a third party claims such information to be confidential or proprietary if such Participant offers to execute an agreement satisfactory to such third party to protect such information from unwarranted disclosure. ARTICLE VII LIMITATION OF LIABILITY AND INDEMNIFICATION 7.1 Absence of Warranty. Southern Nuclear does not warrant that its performance of Nuclear Operating Services will meet the standards set forth in Section 2.1 hereof, and its sole obligation if it fails to meet such standards is to reperform at the request of the Participants' Agent the deficient work at cost payable by GPC in a manner that complies with such standards. GPC acknowledges that such services are not subject to any warranty of any nature, express or implied, including any warranty of merchantability or fitness for a particular purpose.

7.2 Indemnification of Southern Nuclear. GPC shall and hereby agrees to release, indemnify and save harmless and defend Southern Nuclear, to the fullest extent permitted by applicable law, from the payment of any sum or sums of money to GPC or any other third party on account of, or resulting from, actions, claims, damages, losses, or liabilities growing out of(i) injuries to or the death of any person, (ii) damage to or loss of any property, and (iii) other damages in any way attributable to or arising out of the performance and prosecution of any project or work performed by Southern Nuclear, its employees, agents, subcontractors or any combination thereof, for or on behalf of GPC for Each Plant, whether or not the same results or allegedly results from tort (including, without limitation, negligence, strict liability, fraud and breach of fiduciary duty), breach of contract (including, without limitation, breach of warranty), the laws of real property or any other legal or equitable theory of law. Further, GPC shall and does hereby agree to release, indemnify and save harmless and defend Southern Nuclear, to the fullest extent permitted by applicable law, (a) from any and all liens, garnishments, attachments, claims, suits, costs, attorneys' fees, costs of investigation and of defense resulting from, incurred in connection with, or relating to any of the actions, claims, damages, losses or liabilities referred to in the preceding sentence, (b) from the payment of any such sum or sums of money, and (c) from the payment of any penalties, fines, damages, suits or claims (and any liens or attachments asserted in connection therewith) arising out of (1) any alleged or actual violation of Legal Requirements committed by Southern Nuclear or its employees, agents or subcontractors, or (2) services or labor performed or materials, provisions or supplies furnished which have been purchased or allegedly contracted for or on behalf of GPC or its employees, agents or subcontractors.

Notwithstanding the foregoing provisions of this Section 7.2, GPC shall not be required to release, indemnify, save harmless or defend Southern Nuclear for Willful Misconduct (as hereinafter defined); provided, however, that liability attributable to Willful Misconduct shall be subject to the limitation of liability in Section 7.5 below. As used in this Agreement, the term "Willful Misconduct" shall mean any act or omission by Southern Nuclear or its agents, subcontractors or employees, that is performed or omitted consciously with actual knowledge that such conduct is likely to result in damage or injury to persons or property; provided, however, that any such act or omission, if performed or omitted by an agent, subcontractor or employee of Southern Nuclear, shall not be deemed Willful Misconduct unless an officer of Southern Nuclear authorized such act or omission. Southern Nuclear shall exercise reasonable and customary supervision or control over the activities of its agents, subcontractors and employees so as to minimize the potential for adverse willful actions by such agents, subcontractors and employees; provided, however, that failure of Southern Nuclear to prevent such adverse willful actions shall not in itself be considered Willful Misconduct. 7.3 Notification and Participation in Defense of Claims. (a) Southern Nuclear shall within five business days after it receives notice of

any claims, action, damages, losses or liability against which it will expect to be indemnified pursuant to Section 7.2 hereof, notify GPC of such claims, actions, damages, losses or liabilities. Thereafter, GPC may at its own expense, upon notice to Southern Nuclear, defend or participate in the defense of such action or claim by a third party or any negotiation for settlement of such action or claim, provided that unless GPC proceeds promptly and in good faith to pay or defend such action or claim, then Southern Nuclear shall have the right (but not the obligation), upon ten days' notice to GPC to pay, settle, compromise or proceed to defend any such action or claim

without further participation by GPC. GPC shall immediately pay (or reimburse Southern Nuclear, as the case may be) any payments, settlements, compromises, judgments, costs or expenses made or incurred by Southern Nuclear in or resulting from the pursuit by Southern Nuclear of such right. If any judgment is rendered against Southern Nuclear in any action defended by GPC or from which Southern Nuclear is otherwise entitled to indemnification under Section 7.2 hereof, or any lien attaches to the assets of Southern Nuclear in connection therewith, GPC immediately upon such entry or attachment shall pay the judgment in full or discharge any such lien unless at its expense and direction, appeal shall be taken under the execution of the judgment or satisfaction of the lien is stayed. If and when a final and unappealable judgment is rendered against Southern Nuclear in any such action GPC shall forthwith pay such judgment or discharge such lien prior to the time that Southern Nuclear would be legally held to do so. (b) In addition, in each case where a person or entity has made a claim against

Southern Nuclear relating to Plant Hatch or Plant Vogtle, Southern Nuclear shall notify the Participants in writing within thirty (30) days, provided, however that Southern Nuclear need only advise of the general nature of the claim rather than reporting any detail. Southern Nuclear will advise the Participants in writing within thirty days following settlement or entry of judgment with respect to any such claim. 7.4 No Release. It is also understood and agreed that nothing contained herein shall be construed to release the officers and directors of GPC from the obligation to perform their respective duties, or to limit the exercise of their powers in accordance with the provisions of law or otherwise.

7.5 Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, GPC agrees that in no event shall Southern Nuclear or its agents, subcontractors or employees be liable to GPC for any indirect, special, punitive, incidental or consequential damages including, without limitation, (i) loss of profits or revenues, (ii) damages suffered as a result of the loss of the use of their power system, production facilities or equipment, (iii) cost of purchase of replacement power (including any differential in fuel costs), or (iv) cost of capital with respect to any claim based on or in any way connected with this Agreement whether arising in contract (including, without limitation, breach of warranty), tort (including, without limitation, fraud, negligence, strict liability or breach of fiduciary duty), under the laws of real property, or under any other legal or equitable theory of law. GPC shall indemnify and hold harmless Southern Nuclear, its agents, subcontractors, directors and employees from and against any claim by any customer of a Participant for any direct, indirect, special, punitive, incidental or consequential damages arising out of any performance or failure to perform under this Agreement. 7.6 Severability. In the event that any particular application of any of the limitations of liability contained in this Article VII should be finally adjudicated to be void as a violation of the public policy of the State of Georgia, then such limitation of liability shall not apply with respect to such application to the extent (but only to the extent) required in order for such limitation of liability not to be void as a violation of such public policy, and such limitations of liability shall remain in full force and effect with respect to all other applications to the fullest extent permitted by law.

ARTICLE VIII INSURANCE 8.1 Nuclear Insurance. GPC shall obtain and maintain in effect during the term of this Agreement the following insurance coverage: Nuclear liability, nuclear decontamination and property damage insurance, and government indemnification of nuclear liability arising from the operation and maintenance of Each Plant in amounts mutually agreed upon equal to or exceeding any amount or amounts required by law. Southern Nuclear shall be an insured on such insurance and indemnification unless such insurance or indemnification provides coverage to all persons held legally liable. 8.2 Other Insurance. Southern Nuclear shall obtain and maintain in effect during the tenr of this Agreement

such insurance as GPC and Southern Nuclear may agree including, without limitation, employers liability and general liability insurance and officers and directors insurance covering the officers and directors of Southern Nuclear. The Participants shall be insureds under all such policies except employers liability and the policy covering officers and directors of Southern Nuclear. Premiums for such insurance shall be included in the costs of Nuclear Operating Services. 8.3 Waiver of Subrogation. Each insurance policy obtained by Southern Nuclear hereunder shall contain waivers of subrogation against GPC and the Participants. GPC shall require its insurers to waive all right of subrogation against Southern Nuclear, regardless of fault, for all claims, including without limitation, decontamination of, physical damage to or loss or destruction of any property at the

location of Each Plant as defined in the decontamination and property damage insurance policy for Each Plant and, if GPC or any other Participant obtains and maintains insurance for the cost of replacement power, for all costs of replacement power. At the request of Southern Nuclear, GPC may, in appropriate circumstances, require its insurers to waive all rights of subrogation against contractors or subcontractors of Southern Nuclear. 8.4 Protection of Participants. Southern Nuclear shall require that all contracts with third parties related to Each Plant provide the same protection for the Participants as for Southern Nuclear. Southern Nuclear shall name the Participants as additional insureds under the insurance policies covering the activities of any contractor, subcontractor, engineer, equipment supplier or manufacturer associated with Each Plant in the same manner and with the same requirements as Southern Nuclear. 8.5 Cooperation. Southern Nuclear will take steps to meet the requirements of such insurance policies and cooperate with GPC to furnish information, establish procedures, erect or change physical facilities and otherwise meet the requirements of the insurers to maintain coverage in effect and to collect claims that may be made under such insurance. At the request of Southern Nuclear, GPC shall provide Southern Nuclear and Southern Nuclear shall file with the NRC financial statements of the Participants and such other proof as may be required to comply with the rules and regulations of NRC. 8.6 Workers' Compensation Insurance. Southern Nuclear shall qualify as a self-insurer in Georgia and with the U.S. Department of Labor for U.S. Longshoreman's and Harbor Workers Act, but will provide an umbrella policy to cover benefits in excess of its assumed liability for workers' compensation, the

Longshoreman's and Harbor Worker's Act, and employers liability. GPC and Southern Nuclear acknowledge that, pursuant to the terms of this Agreement, all premiums for Southern Nuclear workers' compensation insurance and all payments to Southern Nuclear employees, including workers' compensation benefits, relating to work performed by such employees while on the premises of Each Plant are effectively made by GPC, since such premiums and payments constitute Direct Charges (as defined in Section 5.1.1 hereof) incurred by Southern Nuclear in relation to Nuclear Operating Services for Each Plant. It is the intent of GPC and Southern Nuclear that for purposes of workers' compensation GPC not be exposed to greater liability by virtue of this Agreement than GPC would have if it had utilized GPC employees to perform Nuclear Operating Services. 8.7 Additional Insurance. In the event GPC or any other Participant at any time or from time to time shall have elected to participate in supplemental insurance programs to cover other risks arising from the ownership and operation of a nuclear power plant, including the extra costs of replacement power, the costs of such protection shall be borne by GPC or such other Participant, as the case may be. 8.8 Payment of Premiums. The aggregate cost of all insurance, applicable to Each Plant and procured by Southern Nuclear pursuant hereto, including, without limitation, any deferred or retrospective premium assessments, shall be included in the cost of Nuclear Operating Services.

8.9 Cancellation of Insurance. In the event that any of the foregoing insurance policies is canceled by a party, that party shall give written notice of such cancellation to the other party 60 days prior to the effective date of such cancellation. ARTICLE IX TERM OF THIS AGREEMENT 9.1 Term. The term of this Agreement shall become effective upon the Effective Date and shall terminate (i) upon the latter of(a) the expiration of the last effective operating license or possession-only license for any of Plant Hatch, the Existing Units and the Additional Units, issued by any Governmental Authority having jurisdiction over Plant Hatch, the Existing Units or the Additional Units, as applicable, or (b) the completion of Decommissioning (as defined in the Amended and Restated Operating Agreement) for the last unit of Plant Hatch and Plant Vogtle to be decommissioned, (ii) upon termination pursuant to Section 10.1 hereof, or (iii) upon mutual agreement of the parties. In no event, however, shall this Agreement terminate unless all necessary regulatory approvals for transfer of responsibility for Each Plant shall have been obtained. GPC's obligation to make payments to Southern Nuclear under this Agreement that have not been satisfied prior to the expiration of the term of this Agreement shall survive such expiration of the tenn.

ARTICLE X
TERMINATION BY GPC OR SOUTHERN NUCLEAR 10.1 Termination. In the event GPC determines that it is in GPC's interest to do so, or Southern Nuclear determines that it is in Southern Nuclear's interest to do so, then GPC or Southern Nuclear may at will terminate this Agreement subject to the following terms. Except as may otherwise be provided in Section 5.2 and Article VII hereof, this right of termination shall be GPC's sole and exclusive remedy, legal or equitable, for any failure by Southern Nuclear at any time to perform its duties, responsibilities, obligations, or functions under this Agreement, or for any other breach by Southern Nuclear of this Agreement. The procedure for exercise of this right of termination shall be as follows: (i) GPC shall give written notice to Southern Nuclear of GPC's determination

to terminate this Agreement or Southern Nuclear shall give written notice to GPC of its determination to terminate this Agreement. It is recognized that no termination can be accomplished until all necessary regulatory approvals have been obtained to transfer the operating responsibility for Each Plant to another entity. Following the giving of such notice, the parties agree to cooperate, in good faith, to accomplish the transfer of operating responsibility in a prompt manner. (ii) During the period between the giving of the notice described in clause (i),

and the date on which such transfer of operating responsibility becomes effective, Southern Nuclear agrees to continue the provision of Nuclear Operating Services for Each Plant.

(iii) Upon receipt of all necessary governmental authorizations for transfer of operating responsibility for Each Plant from Southern Nuclear to another entity, this Agreement shall terminate. Except as may otherwise be provided in Section 5.2 and Article VII hereof, GPC hereby agrees that from and after such termination, GPC shall indemnify and forever hold Southern Nuclear, its officers, directors and employees, and all other agents and subcontractors except to the extent that any such other agents and subcontractors are liable or may be held liable under the terms of their respective contracts, harmless from and against any and all liability, costs, expenses (including reasonable attorney's fees) and judgments, which may thereafter be experienced by Southern Nuclear in its capacity as Operating Agent (whether the cause occurred before or after termination), and GPC further waives any claim GPC may have against Southern Nuclear, its officers, directors and employees, and all other agents and subcontractors except to the extent that any such other agents and subcontractors are liable or may be held liable under the terms of their respective contracts, for damage to property of the Participants, that arose out of the activities of Southern Nuclear, its officers, directors, employees, and other agents, subcontractors and Affiliates under this Agreement. Notwithstanding the foregoing provisions of this Section 10.1, GPC shall not be required to release, indemnify, save harmless or defend Southern Nuclear for Willful Misconduct. The indemnification and waiver contained herein shall survive termination and shall be specifically enforceable by Southern Nuclear against GPC.

ARTICLE XI MISCELLANEOUS 11.1 Holidays, Business Days. Any obligations to provide payments, information, approvals or notices under this Agreement, which shall become due on a non-business day shall become due upon the next business day. The term "business day" shall mean any day other than a day on which banking institutions in the City of Atlanta, Georgia are authorized by law to close. 11.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto, superseding any and all previous understandings, oral or written, pertaining to the subject matter contained herein. No party hereto has relied or will rely upon any oral or other written representation or oral or other written information made or given to such party by any representative of the other party or anyone on its behalf. 11.3 Assignments. This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that Southern Nuclear shall not be entitled to assign any of its obligations under this Agreement or under any purchase order issued hereunder without the prior written approval of GPC. 11.4 Amendments. This Agreement may not be modified or amended in any respect except in a writing executed by the parties hereto.

11.5 Governing Law. The validity, interpretation and performance of this Agreement and each of its provisions shall be governed by the laws of the State of Georgia. 11.6 Counterparts. This Agreement may be executed in counterparts, each of which when fully executed shall be deemed to have the same dignity, force and effect as if the original. 11.7 Waivers. No provision of this Agreement shall be deemed waived nor breach of this Agreement consented to unless such waiver or consent is set forth in writing and executed by the party hereto making such waiver or consent. 11.8 Sale or Disposal of Property. Southern Nuclear shall not sell, lease, or otherwise dispose of any real or personal property owned individually or jointly by any or all of the Participants, unless such sale, lease or other disposal is authorized by the Nuclear Managing Board; provided, however, that this provision shall not apply to any facilities, equipment or materials which are replaced with facilities, equipment or materials, as the case may be, of like kind and of value at least equal to that of the replaced facilities, equipment or materials. Nothing in this Section 11.8 shall be construed as an authorization by GPC or the Nuclear Managing Board for Southern Nuclear to take any action inconsistent with the provisions respecting plans and budgets set forth in Section 3.2 hereof. 11.9 No Adverse Distinction. 11.9.1. Under the Participation Agreements, GPC may not make any adverse distinction between Plant Hatch, the Existing Units or the Additional Units and any other

generating unit which it operates. GPC may exercise its authority under this Agreement to assure that the performance of services by Southern Nuclear does not cause GPC to violate this requirement. 11.9.2. In the performance of services hereunder, Southern Nuclear shall not make any adverse distinction between GPC and any other company or between Each Plant and any other generating facility for which Southern Nuclear provides services. 11.10 Notices. Any notice, request, consent or other communication permitted or required by this Agreement shall be in writing and shall be deemed given when deposited in the United States Mail, first class postage prepaid, and if given to Participants shall be addressed to: Georgia Power Company 241 Ralph McGill Blvd. Atlanta, Georgia 30308-3374 Attention: President and if given to Southern Nuclear shall be addressed to: Southern Nuclear Operating Company, Inc. 10 Iverness Center Pkwy Birmingham, Alabama 35242-4809 Attention: President

unless a different officer or address shall have been designated by the respective party by notice
in writing. 11.11 Captions. The descriptive captions of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions hereof.

11.12 Singular and Plural; Gender. Throughout this Agreement, whenever any word in the singular number is used, it shall include the plural unless the context otherwise requires; and whenever the plural number is used, it shall include the singular unless the context otherwise requires. The use of the masculine shall include the feminine. 11.13 Third-Party Beneficiaries. This Agreement is for the benefit of GPC, the other Participants and Southern Nuclear, and no person or entity other than GPC, the other Participants and Southern Nuclear is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties hereto or the other Participants. 11.14 Severability. Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, provided that deletion of the invalid or unenforceable provision does not materially affect the agreement of the parties contained herein.

11.15 Agency.
Whether or not expressly stated in the applicable provisions of this Agreement, GPC acts herein on its own behalf and as agent for the other Participants pursuant to the Participation Agreements. 11.16 Nuclear Operating Agreement Superseded. This Agreement amends and restates in its entirety the Nuclear Operating Agreement between GPC and Southern Nuclear dated as of July 1, 1993. Upon the execution and effectiveness of this Agreement and the Nuclear

Managing Board Agreement, the Nuclear Operating Agreement will be superseded and replaced by this Agreement and will have no further force or effect. 1 I.17 Authority Regarding Additional Units. Notwithstanding anything in this Agreement to the contrary, Southern Nuclear shall have no authority or responsibility under this Agreement with respect to an Additional Unit until Commercial Operation (as defined in the Additional Units Ownership Agreement) has been achieved with respect to such Additional Unit.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

GEORGIA POWER COMPANY

By:_ Its: Attest:

SOUTHERN NUCLEAR OPERATING COMPANY, INC.

By: Its: Attest:

56

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix M.2: GPC-SNC Letter Agreement for Permitting / Pre-Construction Services GPC Vogtle Expansion Project

September 2009

James H.Miller, III Senior Vice President and General Counsel

241 Ralph McGill Boulevard NE Atlanta, Georgia 30308-3374 Tel404.50.2700 Tel 404.506.2700 Fax 404.506.272E

GEORGIA POWER
July 28, 2006
A SOUTHERN COMPANY

Mr. Joseph A. Miller Senior Vice President - Nuclear Development Southern Nuclear Operating Company, Inc. 40 Inverness Center Parkway Bin B022 Birmingham, Alabama 35242-4809 Re: Designation of Southern Nuclear Operating Company, Inc. as Agent for Georgia Power Company Under the Vogtle Additional Units Development Agreement Dear Buzz: In connection with the potential development of two additional nuclear electric generating facilities ("Additional Units"), at the site of the Alvin W. Vogtle Electric Generating Plant, pursuant to the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operating of Additional Generating Units (as amended, the "Development Agreement") dated as of May 13, 2005, by and among Georgia Power-.Company ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("OPC"), the Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia (acting by and through its Board of Water, Light and Sinking Fund Commissioners) ("Dalton") and the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement (the "Additional Units Ownership Agreement") dated as of April 21, 2006, by and among GPC, OPC, MEAG and Dalton, GPC desires to retain the at-cost services of Southern Nuclear Operating Company ("SNC") for the purpose of accomplishing the planning, licensing, design and engineering of the Additional Units as further described herein. Any term used herein but not otherwise defined shall have the meaning given such term in the Additional Units Ownership Agreement. 1. Designation of SNC as Agent for Development Agreement Activities

GPC hereby appoints SNC as its agent for the purpose of providing the services and accomplishing the work as described in this Paragraph 1 pursuant to the Development Agreement, and SNC hereby accepts such appointment. SNC shall perform and/or procure licensing and engineering work as the agent for GPC, including, without limitation, the preparation and filing of applications, and obtaining of regulatory or governmental approvals; evaluation of systems, components, and equipment for electricity production by nuclear power and associated transmission systems; preparation and analysis of electrical apparatus specifications, civil engineering and hydraulic studies and fuel supply studies; and advice and assistance in connection with analyses of operating and construction budgets and schedules. Such services include, but are not limited, to the following: (1) to prepare applications and to file the applications on behalf of Georgia Power as the Agent of owners of the Additional Units with

Southern Nuclear-Georgia Power Support Services for Additional Units July 28, 206 Page 2 the Nuclear Regulatory Commission ("NRC") for an Early Site Permit ("ESP"), a combined construction permit and operating license ("COL"), and other necessary or appropriate licenses or permits from the NRC; (2) to determine the Exclusion Area within the owner- controlled area for the Additional Units as defined in 10 C.F.R. 100.3 and control access to and determine all activities to be conducted within the Exclusion Area, including the exclusion or removal of personnel or property from the site and determine all activities around the reactors of the Additional Units in accordance with the Atomic Energy Act and regulations promulgated by the NRC and the certificates and licenses granted by the NRC; and (3) to develop and construct infrastructure improvements as authorized by the NRC in an ESP and related limited work authorizations and/or other similar approvals, including but not limited to: (i) preparation of the sites for construction of the Additional Units (including such activities as clearing, grading, construction of temporary access roads and borrow areas); installation of temporary construction support facilities (including such items as warehouse and shop facilities, utilities, concrete mixing plants, docking and unloading facilities, and construction support buildings); excavation for facility structures; construction of service facilities (including such facilities as roadways, paving, railroad spurs, fencing, exterior utility and lighting systems, transmission lines, communication systems and sanitary sewerage treatment facilities); and other infrastructure improvements, repairs, expansions and modifications as permissible or authorized by the NRC.

(ii)

(iii) (iv)

(v)

With respect to third parties, GPC's designation of SNC as agent under this Paragraph 1 shall be

binding on GPC. Upon request from SNC, GPC shall provide written confirmation to third parties of its relationship with SNC. Additionally, SNC will coordinate with and respond to direction from GPC's senior management oversight board, referred to as the Project Management Board ("PMB"), as established by the Additional Units Ownership Agreement, during the pre-operational phases of the respective Additional Units; including direction and key strategic decisions of the PMB (made through the Chairman) relative to the Additional Units; assure the availability of SNC's representatives to the PMB, or designees; support and assist the PMB in assuring its ongoing awareness of SNC's activities, including the provision of information sufficient for the PMB to monitor progress towards the development of the Additional Units through key success indicators relating to safety, budget, and schedule, and respond to and support the PMB in its review and approval of yearly budgets, work activities and other that impact the scheduled commercial operating dates of the Additional Units.

Southern Nuclear-Georgia Power Support Services for Additional Units July 28, 206 Page 3

2.

Support Services Provided by GPC

Upon SNC's request and GPC's acceptance of the request, GPC shall furnish support services or assistance, including power supply services, telecommunications services, external affairs and public information services, environmental services, and other personnel, as SNC may require with respect to the pre-operational development of each Additional Unit. Any such support services which GPC shall furnish to SNC shall be provided at cost. SNC and GPC shall jointly prepare, execute and maintain a nuclear development interface procedure (hereinafter a "Nuclear Development Interface Procedure") in order to document the support services that GPC provides to SNC in accordance with this Agreement. The Nuclear Development Interface Procedure shall provide for (i) procedures by which SNC will budget for such services, (ii) procedures for GPC to bill SNC for the costs of providing such services, and (iii) such other matters as GPC and SNC may agree. 3. Compensation for Services

As compensation for services actually requested by GPC and rendered by SNC, GPC hereby agrees to reimburse SNC for all costs properly chargeable or allocable thereto, as shall be determined in accordance with paragraphs below. In the provision of planning, licensing, design and engineering services provided for herein, GPC shall provide SNC with financial resources in accordance with the terms of this Agreement and shall otherwise cooperate with SNC in providing financial assurance to fulfill Legal Requirements (as defined below) applicable to the Additional Units, including but not limited to information that demonstrates with reasonable assurance that funds will be available from GPC, as the Agent for the owners, to cover the estimated construction costs and related fuel
cycle costs and to cover estimated operation costs for the period of any license issued to an

Additional Unit. The services furnished to GPC will be provided at SNC's cost. Direct cost will be charged to GPC whenever costs can be identified and related to a particular plant or potential plant without excessive effort or expense. Whenever costs are incurred that benefits more than one plant; such costs will be allocated to the client company in a fair and equitable manner in accordance with the SNC Cost Accountability and Control Manual as updated from time to time. 4. Responsibility for Work; Absence Indemnification of Warranty; Limitation of Liability;

SNC shall be responsible for the performance of all services requested by GPC and accepted by SNC in accordance with (i) all laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, written agreements, regulations and requirements of or issued by any governmental authority having jurisdiction over the matter in question,

Southern Nuclear-Georgia Power Support Services for Additional Units July 28, 206 Page 4 whether federal, regional, state or local, which may be applicable to SNC or GPC or to the Additional Units or any of the real or personal property comprising the Additional Units, or the use, occupancy, possession, planning, licensing, design, construction, acquisition and completion the Additional Units or any part thereof ("Legal Requirements"), (ii) the terms of the Development Agreement, the Additional Units Ownership Agreement and this Agreement to the extent such terms do not conflict with legal requirements, and (iii) Prudent Utility Practice subject to Legal Requirements and the terms of the agreements identified in clause (ii). SNC does not warrant that its performance of Services hereunder will meet the standards set forth in this Paragraph 4, and its sole obligation if it fails to meet such standards is to reperform at the request of GPC the deficient work at cost payable by GPC in a manner that complies with such standards. GPC acknowledges that such services are not subject to any warranty of any nature, express or implied, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything in this Agreement to the contrary, GPC agrees that in no event shall SNC or its employees be liable to GPC for any indirect, special, punitive, incidental or consequential damages including, without limitation, (i) loss of profits or revenues, (ii) damages suffered as a result of the loss of the use of their power system, production facilities or equipment, (iii) cost of purchase of replacement power (including any differential in fuel costs), or (iv) cost of capital with respect to any claim based on or in any way connected with this Agreement whether arising in contract (including, without limitation, breach of warranty), tort (including, without limitation, fraud, negligence, strict liability or breach of fiduciary duty), under the laws of real property, or under any other legal or equitable theory of law. GPC shall and hereby agrees to release, indemnify and save harmless and defend SNC, to the fullest extent permitted by applicable law, from the payment of any sum or sums of money to GPC or any other third party on account of, or resulting from, actions, claims, damages, losses, or liabilities growing out of (i) injuries to or the death of any person, (ii) damage to or loss of any property, and (iii) other damages in any way attributable to or arising out of the performance and prosecution of any project or work performed by SNC, its employees, agents, subcontractors or any combination thereof, for or on behalf of GPC for the Additional Units, whether or not the same results or allegedly results from tort (including, without limitation, negligence, strict liability, fraud and breach of fiduciary duty), breach of contract (including, without limitation, breach of warranty), the laws of real property or any other legal or equitable theory of law. Further, GPC shall and does hereby agree to release, indemnify and save harmless and defend SNC, to the fullest extent permitted by applicable law, (a) from any and all liens, garnishments, attachments, claims, suits, costs, attorneys' fees, costs of investigation and of defense resulting from, incurred in connection with, or relating to any of the actions, claims, damages, losses or liabilities referred to in the preceding sentence, (b) from the payment of any such sum or sums of money, and (c) from the payment of any penalties, fines, damages, suits or claims (and any liens or attachments asserted in connection therewith) arising out of (1) any alleged or actual violation of Legal Requirements committed by SNC or its employees, agents or subcontractors, or (2) services or labor performed or materials, provisions or supplies furnished which have been

Southern Nuclear-Georgia Power Support Services for Additional Units July 28, 206 Page 5 purchased or allegedly contracted for or on behalf of GPC or its employees, agents or subcontractors. Notwithstanding the foregoing provisions of this Paragraph 3, GPC shall not be required to release, indemnify, save harmless or defend SNC for Willful Misconduct. "Willful Misconduct" means any act or omission by SNC or its agents, subcontractors or employees, that is performed or omitted consciously with actual knowledge that such conduct is likely to result in damage or injury to persons or property; provided, however, that any such act or omission, if performed or omitted by an agent, subcontractor or employee of SNC, shall not be deemed Willful Misconduct unless an officer of SNC authorized such act or omission. SNC shall exercise reasonable and customary supervision or control over the activities of its agents, subcontractors and employees so as to minimize the potential for adverse willful actions by such agents, subcontractors and employees; provided, however, that failure of SNC to prevent such adverse willful actions shall not in itself be considered Willful Misconduct. 5. Audits A. GPC shall have the right to conduct, at its own expense, audits of the compensation paid to SNC and any other costs charged to and paid by GPC pursuant to this Services Agreement. GPC also shall have the right to conduct management audits, at its own cost, of SNC's performance hereunder either by GPC's officers and employees or by its duly authorized agents or representatives, including without limitation any auditor utilized by GPC, or any nationally recognized accounting firm designated by GPC. Subject to the applicable regulations of the NRC, and the requirements of vendors, SNC shall cooperate with GPC in the conduct of such audits and give GPC's representatives reasonable access to all contracts, records, and other documents relating to the Additional Units.

B.

6.

Third Party Beneficiaries There are no third party beneficiaries to this Agreement, express or implied.

7.

Confidentiality

GPC and SNC acknowledge that they concurrently with the execution of this letter agreement have executed a Confidentiality Agreement relating to the activities to be undertaken by SNC on behalf of GPC hereunder. The terms and conditions of such Confidentiality Agreement are incorporated by reference into this letter agreement as if set out in full. 8. Term and Termination

This Agreement is effective upon execution and supersedes the provision of special services to GPC related to the Additional Units pursuant to Section 5.1.3 of the Nuclear Operating Agreement between GPC and SNC dated July 1, 1993, and Section 5.1.3 of the

Southern Nuclear-Georgia Power Support Services for Additional Units July 28, 206 Page 6 Amended and Restated Nuclear Operating Agreement between GPC and SNC dated April 21, 2001. This Agreement shall terminate with respect to a particular Additional Unit when that Unit is first operated in accordance with an operating license issued by the NRC. In the event GPC determines that it is in GPC's interest to do so, or SNC determines that it is in SNC's interest to do so, then GPC or SNC may at will terminate this Agreement subject to the following terms. The procedure for exercise of this right of termination shall be as follows: A. GPC shall give written notice to SNC of GPC's determination to terminate this Agreement or SNC shall give written notice to GPC of its determination to It is recognized that no termination can be terminate this Agreement. accomplished until all necessary governmental approvals have been obtained, including the transfer of applicable permits and licenses from SNC to another entity. Following the giving of such notice, the parties agree to cooperate, in good faith, to accomplish the transfer of permits and licenses and the obtaining of governmental approvals in a prompt manner. During the period between the giving of the notice described in clause (i), and the date on which such all necessary governmental approvals have been obtained, SNC agrees to continue the provision of services in accordance with this Agreement for each Additional Unit. Upon receipt of all necessary governmental approvals and authorizations, this Agreement shall terminate.

B.

C.

Please indicate your agreement to the appointment of SNC as Agent for GPC as described herein by executing this letter at the space indicated.

GEOR

OWER COMPAN

its./

5 v P q:22

C -5

ACCEPTED: SOUTHERN NUCLEAR OPERATING COMPANY


By:

Itr.-enior Vice President DATE:

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix M.3: GPC-SNC Letter Agreement for Construction Services GPC Vogtle Expansion Project

September 2009

Oscar Harper Vice President Resource Planning and Nuclear Development

241 Ralph McGill Boulevard NE Atlanta, Georgia 30308-3374 Tel 404.506.6601 Fax404.506.1227

July 30, 2008 Mr. Joseph A. ("Buzz") Miller Senior Vice President - Nuclear Development
Southern Nuclear Operating Company 40 Inverness Center Parkway

GEORGIA AZ.
POWER
ASOUTHERN COMPANY

Bin B022 Birmingham, Alabama 35242-4890 Re: Designation of Southern Nuclear Operating Company, Inc. ("Southern Nuclear" or "SNC"), as Agent for Georgia Power Company ("Georgia Power" or "GPC") under the Vogtle Additional Units Ownership Agreement for Contract Management and Construction Services Dear Mr. Miller: By letter agreement dated July 28, 2006, Georgia Power retained Southern Nuclear, as its agent, to provide at-cost licensing and engineering' services, including the procurement of such services, in connection with the potential development of two additional nuclear electric generating facilities ("Additional Units") at the site of the Alvin W. Vogtle Electric Generating Plant. This retention and designation was pursuant to the Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operating of Additional Generating Units, as amended, (the "Development Agreement") dated as of May 13, 2005, by and among Georgia Power Company ("GPC"), Oglethorpe Power Corporation (An Electric Membership Corporation) ("OPC"), the Municipal Electric Authority of Georgia ("MEAG") and City of Dalton, Georgia (acting by and through its Board of Water, Light and Sinking Fund Commissioners) ("Dalton") and the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement (the "Additional Units Ownership Agreement") dated as of April 21, 2006, by and among GPC, OPC, MEAG and Dalton. GPC, OPC, MEAG and Dalton are collectively referred to as "the Co-owners."
Georgia Power now desires to appoint Southern Nuclear as its agent and retain Southern

Nuclear as its contractor and subcontractor for the purpose of further planning, licensing, design and engineering for the Additional Units, and the acquisition, procurement and construction, completion, testing, startup and pre-operational turnover of the Additional Units, as further described herein (the "Agreement"). Under this Agreement Southern Nuclear will act within the scope of its agency as a contractor and subcontractor to Georgia Power with Georgia Power retaining the legal and financial responsibility and authority as the principal and Southern Nuclear will perform its responsibilities in accordance with the standards established herein and will be compensated as provided herein in accordance with state and federal utility regulatory requirements. Efficiencies to be achieved with such agency relationship, in addition to one point of interface with the Nuclear Regulatory Commission ("NRC") for licensing, include reliance on Southern Nuclear's quality assurance program and Southern Nuclear's ability to attract and employ the varied professionals into an established and visible nuclear power organization. that can provide services as a contractor and subcontractor to Georgia Power. Any capitalized term

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 2

used herein but not otherwise defined shall have the meaning given to such term in the Additional Units Ownership Agreement. 1. Designation of SNC as Agent for Procurement, Contract Management, Construction, and Pre-Operation Activities

GPC hereby appoints SNC as its agent for the purpose of providing the services and accomplishing the work as described in this Agreement in connection with the planning, licensing, design, and engineering of the Additional Units and the acquisition, procurement, contract management, construction, completion, testing, startup and pre-operational turnover of the Additional Units, and SNC accepts such appointment. Such services and work shall include the following: (A) Licensing and Engineering. Perform as a contractor and subcontractor the licensing and engineering work pursuant to the Development Agreement, as set forth in the July 28, 2006, letter agreement between Georgia Power and Southern Nuclear (attached hereto as Attachment 1), including, without limitation, the preparation and filing of applications, and obtaining of regulatory or governmental approvals; evaluation of systems, components, and equipment for electricity production by nuclear power and associated transmission systems; preparation and analysis of electrical apparatus specifications, civil engineering and hydraulic studies and fuel supply studies; and advice and assistance in connection with analyses of operating and construction budgets and schedules; to prepare and file various applications with the Nuclear Regulatory Commission ("NRC"); to determine the Exclusion Area and to control access; and to develop and construct infrastructure improvements as authorized by NRC regulations, or in accordance with an Early Site Permit ("ESP") and related Limited Work Authorizations or similar approvals. No construction shall commence for an Additional Unit until the issuance of a Certificate of Public Convenience and Necessity or other appropriate approval by the Georgia Public Service Commission. For the purposes of this Paragraph 1, "construct" or "construction" means "the clearing of land, excavation, or other substantial activity leading to the operation of an electric plant" but does not include planning, land surveying, land acquisition, subsurface exploration, design work, licensing or other regulatory activity, contracting for construction, or environmental protection measures and activities associated with these activities. Procurement. Contract Management and Construction Services. Perform work as a contractor and subcontractor with respect to the Additional Units that relates to the planning, design, procurement, acquisition, construction and completion of the Additional Units, including without limitation the negotiation, construction management and administrative oversight of an Engineering Procurement and Construction Contract or like agreement(s) with the supplier(s) of such units; the negotiation, execution and administration of ancillary or support contracts with 2

(B)

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third parties in connection with the construction, completion, testing, startup and pre-operational turnover of the Additional Units, and the performance of services pursuant to this Agreement; and the administration of the Quality Assurance Program for the Additional Units on behalf of the holders of the ESP, limited work authorizations or similar approvals, the licensees of a combined construction permit and operating license ("COL"), and the holders of other governmental approvals that may be issued by the NRC or other governmental authorities. (C) Initial Fuel Services. Perform work relating to supplying and managing the initial installation of nuclear fuel for the Additional Units including, but not limited to, planning, procurement, contract administration, fuel cycle design, fuel core and assembly design, fuel quality assurance, nuclear materials management, and all activities relating to procurement, conversion, enrichment, fabrication, Upon Commercial transportation and initial installation of nuclear fuel. Operation of each of the Additional Units, such fuel-related services will be provided by SNC pursuant to the Amended and Restated Nuclear Operating Agreement between SNC and GPC dated April 21, 2006. such other Render as a contractor and subcontractor Other Services. administrative, business, accounting and other services, advice and assistance as GPC may request and which SNC may be able to perform with respect to its business and operations.

(D)

Agency and Third Parties With respect to third parties, GPC's designation of SNC as agent under this paragraph 1 shall be binding on GPC. Upon request from SNC, GPC shall provide written confirmation to third parties of its relationship with SNC. SNC shall notify third parties with whom it contracts that it is not authorized to bind the Co-owners to joint or joint and several liability and that the liability of the Co-owners under such contract, if any, shall be several in proportion to their respective ownership interests. Major Project Decisions SNC will seek and obtain GPC direction with respect to major project decisions that affect the capabilities (e.g. output), cost, schedule, licensing and regulatory compliance of the project, including the following: i) Permits and License Applications The execution and filing with the NRC, or other regulatory jurisdiction, of applications in connection with the licensing of the Additional Unit Properties, including a "Combined Construction and Operating License issued by the NRC in accordance with Title 10, Code of Federal Regulations, Part 52 and associated regulations, a water withdrawal permit (or amendment to an existing permit) from the State of Georgia, a water 3

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 4

discharge permit (or amendment of an existing permit) from the State of Georgia, and a dredge or fill permit from the federal Army Corps of Engineers; ii) Major Contracts The execution of Major Contracts for the development of the Additional Unit Properties. For the purpose of this letter agreement, "Major Contract" means (i) any contract for the procurement of a firm supply (excluding any options) of natural or enriched uranium (U30 8 or UF6) from foreign or domestic sources over a term of greater than five years and in an aggregate amount of greater than $50 million, (ii) any contract for the procurement from domestic or foreign sources of uranium enrichment services or fuel fabrication services (which may or may not include fuel core design services) over a term of greater than five years and in an aggregate amount of greater than $50 million, (iii) an engineering, procurement and construction ("EPC") agreement for an Additional Unit and any contract for the procurement of major items of equipment (e.g., steam generator, reactor coolant pump, valves or piping) in an amount of greater than $30 million for any single item of equipment, (iv) any contract for the procurement of construction or other services of a term of greater than five years and in an aggregate amount of greater than $50 million, or (v) any contract which is anticipated to require the expenditure by SNC on behalf of GPC (including any charges associated with a termination of such contract by SNC without cause) in an amount of $50 million in any one year or an aggregate amount of $100 million; provided, however, that if any contract permits SNC to cancel such contract on less than one year's advance notice, and SNC is not obligated to pay a fee or charge for the exercise of such cancellation alone, then the term of such contract for purposes of determining whether such contract is a Major Contract shall be the minimum term which could result if SNC were to exercise such cancellation right; iii) Schedule With respect to each Additional Unit, a material change in the overall schedule duration or anticipated date of commissioning of the Additional Unit Properties or in the sequencing or schedule logic for the work activities leading to the commissioning of the Additional Unit Properties, such as the shortening or lengthening of the schedule by several
weeks or the completion of major systems in an order different than initially pursued;

iv) Technology/Contract Plan A material change in the selected reactor technology to be used or provided by other major project vendors as identified in the contracting plan, or in the contract arrangement(s) and division of work between GPC and such vendors; v) Pre-construction Budget Budget for each Additional Unit; Review and approval of the Pre-Construction

vi) Construction Budgets Review and approval of the Construction Budget, as such Budget may be revised from time to time; vii) Design Changes/Project Management and Organization Design changes or other matters, including project management or organizational changes, anticipated to
4

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materially impact the Pre-Construction Budget or Construction Budget in an amount in excess of $30 million; Any alleged or actual failure to comply with regulatory viii) Compliance requirements or commitments made to a governmental authority, including allegations submitted to the project's worker concerns program or SNC's corrective action program, that are identified by SNC as potentially having material adverse impact on the project or resulting in escalated enforcement action, a civil penalty or an order of the governmental authority or in a criminal investigation or action; and Any decision to retire or salvage all or any of the ix) Retirement or Salvage Additional Unit Properties, whether before or after completion, other than the incidental salvaging of scrap or excess construction material valued at less than $10,000 for any single item. Additionally, SNC will coordinate with and respond to direction from GPC's senior management oversight board, referred to as the Project Management Board ("PMB") as established by the Additional Units Ownership Agreement during the pre-operational phases of the respective Additional Units, including direction and key strategic decisions of the PMB (made through the Chairman) relative to the Additional Units; assure the availability of SNC's representatives to the PMB, or its designees; support and assist the PMB in assuring its ongoing awareness of SNC's activities, including the provision of information sufficient for the PMB to monitor progress towards the development of the Additional Units through key success indicators relating to safety, budget, and schedule; and respond to and support the PMB in its review and approval of yearly budgets, work activities and other matters that impact the scheduled commercial operating dates of the Additional Units. 2. Support Services Provided by GPC - Service Plan

Upon SNC's request and GPC's acceptance of the request, GPC shall furnish support services or assistance, including power supply services, telecommunications services, external affairs and public information services, environmental services, and other personnel, as SNC may require with respect to the development of each Additional Unit. Any such support services which GPC shall furnish to SNC shall be provided at cost. SNC and GPC shall jointly prepare, execute and maintain nuclear development interface procedures (hereinafter a "Nuclear Development Service Plan") in order to document the support services that GPC provides to SNC in accordance with this Agreement. The Nuclear Development Service Plan shall provide for (i) procedures by which SNC will budget for such services, (ii) procedures for GPC to bill SNC for the costs of providing such services, and (iii) such other matters as GPC and SNC may agree. SNC and GPC shall provide the Nuclear Development Service Plan, and amendments, to the Co-owners.

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 6

3.

Agreements to Recognize Successor Agent; Co-owner Information and Audit Rights; and Access by Creditors to Confidential Information a. Assignment to Successor/Replacement of Co-owners' Agent

Each agreement, and each modification of any existing agreement, entered into by SNC, as GPC's agent, for the planning, licensing, design, construction, acquisition, completion, startup or commissioning of the Additional Units (except for agreements with affiliates of SNC) shall, by its terms, be made assignable by SNC to any replacement or successor of GPC that acts as agent for the Co-owners pursuant to the Additional Units Ownership Agreement. In such an event, SNC will use its reasonable best efforts to cooperate fully with any replacement or successor agent to effect the assignment of all agreements and otherwise to secure for such replacement or successor agent the benefits of any such agreements (other than agreements with affiliates of SNC). b. Information and Audit Rights of Co-owners

SNC acknowledges that pursuant to the Additional Units Ownership Agreement, each of the Co-owners has access, informational and audit rights relating to the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Units and the associated costs to be shared among the Co-Owners. Those rights include, but are not limited to, audits of the performance of GPC as Co-owners' Agent, the provision of relevant information to the Co-owners relating to the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Units, and audits of costs associated with the Additional Units which are charged to or paid by the Co-owners. SNC will fully cooperate with GPC to ensure GPC fulfills its obligations, as Agent of the
Co-owners in accordance with the Additional Units Ownership Agreement, to timely provide

access and information to the Co-owners, including but not limited to timely SNC responses to GPC requests for information that originated from a Co-owner pursuant to the Co-owner's audit rights pursuant to the Additional Units Ownership Agreement. In addition to the foregoing provisions of this Paragraph 3 and the notification to third parties that agreements bind the Co-owners only in proportion to their several interests as set forth in Paragraph 1 of this Agreement, each agreement entered into by SNC, as GPC's agent, with a third party of the planning, licensing, design, construction, acquisition, completion, startup or commissioning of the Additional Units shall contain an acknowledgement and agreement by such third party with respect to the Co-owners' information and audit rights substantially the same as the provisions set forth in Attachment 2. c. Vendor and Supplier Confidential Information
6

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 7

SNC shall assure, notwithstanding the confidentiality or similar provisions in agreements with third parties in connection with the Additional Units, 1) that the lessors, mortgagees and security deed holders, including prospective lessors, mortgagees or security deed holders, of any of the Co-owners and any credit rating agencies and other financing entities that need-to-know confidential, trade secret or proprietary information in connection with the financing of a Coowner's interest in the Additional Units shall be entitled to examine (but not to copy) any such information at the offices of a Co-owner; and 2) that the Co-owners may disclose any such information provided to them or SNC as required by any governmental or regulatory authority (including the Rural Utilities Service) having jurisdiction or as necessary to comply with legal requirements. 4. Compensation for Services

As compensation for services actually requested by GPC and rendered by SNC, GPC hereby agrees to reimburse SNC for all costs properly chargeable or allocable thereto, as shall be determined in accordance with the paragraphs below. In the provision of planning, licensing, design, engineering, acquisition, procurement and construction, completion, testing and pre-operational turnover services provided for herein, GPC shall provide SNC with financial resources in accordance with the terms of this Agreement and shall otherwise cooperate with SNC in providing financial assurance to fulfill Legal Requirements (as defined below) applicable to the Additional Units, including but not limited to information that demonstrates with reasonable assurance that funds will be available from GPC, as Agent for the Co-owners, to cover the estimated construction costs and related fuel cycle costs and to cover estimated operation costs for the period of any license issued for an Additional Unit. SNC shall furnish its services to GPC at SNC's cost. Direct cost will be charged to GPC
whenever costs can be identified and related to a particular plant or potential plant without

excessive effort or expense. Whenever costs are incurred that benefit more than one plant, such costs shall be allocated by SNC to the client company in a fair and equitable manner in accordance with the Southern Nuclear Cost Allocation Manual as duly updated from time to time. 5. Responsibility for Work; Absence of Warranty; Limitation of Liability; Indemnification

SNC shall be responsible for the performance of all services requested by GPC and accepted by SNC in accordance with (i) all laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, written agreements, regulations and requirements of or issued by any governmental authority having jurisdiction over the matter in question, whether federal, regional, state or local, which may be applicable to SNC or GPC or to the Additional Units or any of the real or personal property comprising the Additional Units, or the
7

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 8

use, occupancy, possession, planning, licensing, design, construction, acquisition and completion the Additional Units or any part thereof ("Legal Requirements"), (ii) the terms of the Development Agreement, the Additional Units Ownership Agreement and this Agreement to the extent such terms do not conflict with Legal Requirements, and (iii) Prudent Utility Practice subject to Legal Requirements and the terms of the agreements identified in clause (ii). SNC does not warrant that its performance of Services hereunder will meet the standards set forth in this Paragraph 5, and its sole obligation if it fails to meet such standards is to reperform at the request of GPC the deficient work at cost payable by GPC in a manner that complies with such standards. GPC acknowledges that such services are not subject to any warranty of any nature, express or implied, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything in this Agreement to the contrary, GPC agrees that in no event shall SNC or its employees be liable to GPC for any indirect, special, punitive, incidental or consequential damages including, without limitation, (i) loss of profits or revenues, (ii) damages suffered as a result of the loss of the use of their power system, production facilities or equipment, (iii) cost of purchase of replacement power (including any differential in fuel costs), or (iv) cost of capital with respect to any claim based on or in any way connected with this Agreement whether arising in contract (including, without limitation, breach of warranty), tort (including, without limitation, fraud, negligence, strict liability or breach of fiduciary duty), under the laws of real property, or under any other legal or equitable theory of law. GPC shall and hereby agrees to release, indemnify and save harmless and defend SNC, to the fullest extent permitted by applicable law, from the payment of any sum or sums of money to GPC or any other third party on account of, or resulting from, actions, claims, damages, losses, or liabilities growing out of (i) injuries to or the death of any person, (ii) damage to or loss of any property, and (iii) other damages in any way attributable to or arising out of the performance and prosecution of any project or work performed by SNC, its employees, agents, subcontractors or any combination thereof, for or on behalf of GPC for the Additional Units, whether or not the same results or allegedly results from tort (including, without limitation, negligence, strict liability, fraud and breach of fiduciary duty), breach of contract (including, without limitation, breach of warranty), the laws of real property or any other legal or equitable theory of law. Further, GPC shall and does hereby agree to release, indemnify and save harmless and defend SNC, to the fullest extent permitted by applicable law, (a) from any and all liens, garnishments, attachments, claims, suits, costs, attorneys' fees, costs of investigation and of defense resulting from, incurred in connection with, or relating to any of the actions, claims, damages, losses or liabilities referred to in the preceding sentence, (b) from the payment of any such sum or sums of money, and (c) from the payment of any penalties, fines, damages, suits or claims (and any liens or attachments asserted in connection therewith) arising out of (1) any alleged or actual violation of Legal Requirements committed by SNC or its employees, agents or subcontractors, or (2) services or labor performed or materials, provisions or supplies furnished which have been purchased or allegedly contracted for or on behalf of GPC or its employees, agents or subcontractors. Notwithstanding the foregoing provisions of this Paragraph 5, GPC shall not be required to release, indemnify, save harmless or defend SNC for Willful Misconduct. "Willful

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 9

Misconduct" means any act or omission by SNC or its agents, subcontractors or employees, that is performed or omitted consciously with actual knowledge that such conduct is likely to result in damage or injury to persons or property; provided, however, that any such act or omission, if performed or omitted by an agent, subcontractor or employee of SNC, shall not be deemed Willful Misconduct unless an officer of SNC authorized such act or omission. SNC shall exercise reasonable and customary supervision or control over the activities of its agents, subcontractors and employees so as to minimize the potential for adverse willful actions by such agents, subcontractors and employees; provided, however, that failure of SNC to prevent such adverse willful actions shall not in itself be considered Willful Misconduct. 6. Audit Obligations

SNC will comply with and fully meet GPC's obligations set forth in the Additional Units Ownership Agreement in responding to GPC financial or management audits, including, but not limited to, responding to findings of audits, as requested by GPC. Without limiting the foregoing or any other rights of the Owners under the Additional Units Ownership Agreement, the following shall apply with respect to SNC's audit obligations and SNC shall cooperate in each of the below processes: GPC anticipates maintaining and augmenting direct electronic access by all (a) Owners (including GPC) to detailed General Ledger data (of both GPC and SNC), and to implement direct electronic access to supporting material for all Owners; with respect to cost audits initiated in accordance with the Additional Units (b) Ownership Agreement, GPC anticipates that all Owner cost audit requests will be coordinated through GPC. In the event an Owner is dissatisfied with the information provided through this process, the Owner may notify GPC in writing of the specific response or responses requiring further information and GPC will undertake to address those responses in a fashion satisfactory to the requesting Owner. If, after forty-five days, the requesting Owner is not satisfied with a specific response, that Owner may initiate review by the Project Management Board of that response, then, if necessary, review by the CEOs of such Owner and GPC (with all Owner CEO's notified and permitted to participate), and, if determined by the Project Management Board or CEOs, or if such Owner is still dissatisfied with respect to such response, the requesting Owner may have direct access to SNC records or personnel or otherwise conduct its own audit using its auditors or a nationally recognized management consulting or accounting firm designated by the such Owner to resolve the audit inquiry response in question; (c) with respect to management audits initiated in accordance with the Additional Units Ownership Agreement, GPC will respond to such audits in accordance with the Additional Units Ownership Agreement and in coordination and consultation with SNC, and, in the event an Owner is not satisfied with the responses, and, following providing GPC forty-five days notice and opportunity to cure, that Owner may initiate review by the Project Management Board and, if necessary, review by the CEOs of such Owner and GPC ( with all Owner CEO's notified and invited to participate), and, if determined by the Project Management Board or CEOs, if such 9

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Owner is still dissatisfied with the response to such request, such Owner may have direct access to SNC records or personnel or otherwise conduct its own audit using its auditors or a nationally recognized management consulting firm designated by the such Owner to resolve that audit inquiry; and GPC will develop procedures reasonably acceptable to GPC, SNC and the other (d) Owners for cost audits and management audits which will include reasonable deadlines for responding to Owner audit requests, cost audit queries and management audits. GPC will issue an initial draft of such procedures for comment within 120 days of execution of this Agreement. (e) 7. This process will be used for each audit request.

Third Party Beneficiaries

The provisions of this Agreement are intended for the sole benefit of GPC, the Coowners and SNC, and GPC and SNC do not intend to create any other third party beneficiaries or create privity of contract with any other person. 8. Term and Termination

This Agreement is effective upon execution and supersedes the July 28, 2006 letter agreement between GPC and SNC for the provision of licensing-related services. Services provided to GPC pursuant to those prior understandings, including agreements with third parties, are hereby ratified and affirmed. This Agreement shall terminate with respect to a particular Additional Unit when that Unit is operated in accordance with an operating license issued by the NRC or achieves Commercial Operation as defined in the Additional Units Ownership Agreement, whichever first occurs, and is subject to the Amended and Restated Nuclear Operating Agreement between GPC and SNC dated April 21, 2006 (or successor operating agreement). In the event GPC determines that it is in GPC's interest to do so, or SNC determines that it is in SNC's interest to do so, then GPC or SNC may at will terminate this Agreement subject to the following terms. The procedure for exercise of this right of termination shall be as follows: (i) GPC shall give written notice to SNC of GPC's determination to terminate this Agreement or SNC shall give written notice to GPC of its determination to terminate this Agreement. It is recognized that no termination can be accomplished until all necessary governmental approvals have been obtained, including the transfer of applicable permits and licenses from SNC to another entity. Following the giving of such notice, the parties agree to cooperate, in good faith, to accomplish the transfer of permits and licenses and the obtaining of governmental approvals in a prompt manner. (ii) During the period between the giving of the notice described in clause (i), and the date on which such all necessary governmental approvals have been obtained, 10

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 11

SNC agrees to continue the provision of services in accordance with this Agreement for each Additional Unit. (iii) Upon receipt of all necessary governmental approvals and authorizations, this Agreement shall terminate

9.

Plant Access and Safety Conscious Work Environment

Personnel who enter the "Owner Controlled Area" of the Additional Units must comply with background check, fingerprinting and fitness-for-duty policies and procedures as implemented by the SNC, including for unescorted access to the protected area, screening in accordance with the requirements of Title 10 Code of Federal Regulations Part 73 and Plant Vogtle's Fitness-for-Duty program in accordance with Title 10 Code of Federal Regulations Part 26, as such Parts may be amended or superseded. Except as expressly required by applicable law or regulation, SNC's implementation of the requirements described in this Paragraph 9 shall not impair the access and information rights of the Co-owners provided under the Additional Units Ownership Agreement, the Amended and Restated Operating Agreement and the Nuclear Managing Board Agreement between the Co-owners. SNC shall immediately notify the GPC's representative, in writing, of any allegation of unlawful discrimination in employment filed by a SNC employee, or an employee of any party, with a federal, state or county court or governmental authority in connection with activities for the Additional Units. Such allegations would include any complaint under Section 211 of the Energy Reorganization Act filed with the Department of Labor or any federal agency. SNC shall not, as a condition of employment, by agreement affecting employment or otherwise, prohibit, restrict, or discourage an employee, or former employee, from providing the NRC, either directly
or indirectly, with information related to, or alleged to relate to, potential violations of NRC requirements or to unsafe conditions at the Identified Sites.

SNC shall comply with the reasonable requests of GPC to assure that its employees are continuously aware of conditions potentially adverse to safety or public health, and its employees having access to the Additional Units or activities regulated by the NRC in connection therewith feel free to raise safety concerns to SNC management, into Plant Vogtle's problem identification and resolution program, to Plant Vogtle's worker concerns program or to governmental authorities, and to assure a work environment that encourages employees to openly communicate and report deficiencies or conditions adverse to safety. 10. Confidentiality

11

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 12

This Agreement between Georgia Power and Southern Nuclear is subject to the Confidentiality Agreement between the parties dated June 1, 2006 (attached hereto as Attachment 3). 11. Buy America

SNC agrees that, upon request of OPC or the Administrator of the Rural Utilities Service, it shall provide OPC and the Administrator with such information, documents and certificates as may be requested with respect to any unmanufactured or manufactured articles, material and supplies acquired or to be acquired in connection with construction of any Additional Unit in which OPC has an Ownership Interest. SNC agrees that in the procurement, construction and completion of the Additional Units, it shall furnish or use or cause to be furnished or used only such unmanufactured articles, materials and supplies as have been mined or produced in the United States or any "eligible country" (as hereinafter defined), and only such manufactured articles, materials and supplies as have been manufactured in the United States or any eligible country substantially all from articles, materials or supplies mined, produced, or manufactured as the case may be, in the United States or any eligible country; provided, that other articles, materials and supplies may be used to the extent the Administrator shall expressly in writing authorize such use pursuant to the Rural Electrification Act of 1936. "Eligible country" shall mean any country that applies with respect to the United States an agreement ensuring reciprocal access for United States products and services and United States suppliers to the markets of that country, as determined by the United States Trade Representative. 12. Equal Opportunity Clause

SNC will not discriminate against any employee or applicant for employment (a) because of race, color, religion, sex, age or national origin. SNC will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment without

regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SNC agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this Equal Opportunity Clause. (b) SNC will, in all solicitations or advertisements for employees placed by or on behalf of SNC, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age or national origin. SNC will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of SNC's commitments under this Paragraph 12, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 13

(c) SNC will comply with all provisions of Executive Order 11246 of September 24, 1965, and with the rules, regulations and relevant orders of the Secretary of Labor. SNC will furnish all information and reports required by Executive Order 11246 (d) of September 24, 1965, and by rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. In the event of SNC's noncompliance with this Paragraph 12 or with any of the (e) said rules, regulations or orders, this letter agreement may be cancelled, terminated or suspended in whole or in part and SNC may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. SNC will include this Equal Opportunity Clause and the No Segregation Clause (f) set forth in Paragraph 13 in every subcontract or purchase order unless exempted by the rules, regulations or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SNC will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event SNC becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, SNC may request the United States to enter into such litigation to protect the interests of the United States. 13. No Segregation

SNC certifies that it does not maintain or provide for its employees any segregated facility at any of its establishments, and that it does not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. SNC certifies further that it will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. SNC agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this letter agreement. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, timeclocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin, because 13

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 14

of habit, local custom, or otherwise. SNC agrees that (except where it has.obtained identical certifications from proposed subcontractors for specific time periods) it will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause, and that it will retain such certification in its files. 14. Debarment and Suspension

SNC represents and warrants that neither it nor any of its "principals" (as defined in 7 C.F.R. Part 3017) is presently debarred, suspended, proposed for debarment, voluntarily excluded or declared ineligible by any Federal department or agency from participation in any "covered transaction" (as defined in 7 C.F.R. Part 3017). SNC agrees to comply with Subpart C [Responsibilities of Participants Regarding Transactions] of 7 C.F.R. Part 3017 in connection with the planning, design, licensing, acquisition, construction, completion, startup and commissioning of each Additional Unit. SNC further agrees to cause each party performing services or providing goods (i) which relate to the planning, design, licensing, acquisition, construction, completion, startup or commissioning of either Additional Unit and (ii) the payments for which are expected to equal or exceed $25,000 (or such other amount as is specified from time to time in 7 C.F.R. 3017.220), to provide a representation and warranty and agreement substantially identical to the representation and warranty and agreement in the first two sentences of this Paragraph 14.

This Agreement, upon acceptance by SNC, shall constitute the appointment of SNC as the agent, contractor and subcontractor for GPC subject to the terms and conditions of the Development Agreement and the Additional Units Ownership Agreement.

14

Southern Nuclear Services for Vogtle Additional Units July 30, 2008 Page 15

GEORGIA POWER COMPANY By: Its: V/4 4 _


4

ACCEPTED:

SOUTHERN NUCLEAR OPERATING COMPANY By: Its: DATE: -o\\y &.0a __ o(,,q&FA7 SVI9P IUCUi--. bSCv-& ----

15

ATTACHMENT 2 Third Party Acknowledgment of Co-owner Information and Audit Rights Section . Co-owner Information and Audit Rights.

Co-owner Information and Audit Rights. Contractor acknowledges that pursuant to their co-ownership agreements applicable to the Additional Units, each of the Coowners has informational and audit rights relating to the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Units and the associated costs to be shared among the Co-owners. Those rights include audits of the performance of Co-owners' Agent, the provision of relevant information to the Co-owners relating to the development, planning, design, licensing, acquisition, construction, completion, startup and commissioning of the Additional Units, and audits of Co-owners' Agent of the costs associated with the Additional Units which are charged to or paid by the Co-owners. Contractor shall cooperate with Co-owners' Agent, Southern Nuclear, the Coowners and their representatives in connection with these informational and audit rights, and will upon request by Co-owners' Agent or Southern Nuclear provide information relating to this Agreement and Contractor's performance hereunder (which information may be shared with the Co-owners subject to the confidentiality provisions of the coownership agreements) ; provided, however that if Contractor in good faith believes that providing such information or access may result in disclosure of confidential or proprietary information, Contractor may, as a condition to providing such information or access, require execution and delivery of an agreement reasonably satisfactory to Contractor protecting any proprietary or confidential information from unwarranted use or disclosure. Defined Terms [will be incorporated into agreements]: "Contractor" - defined as the party providing goods or services to GPC, Southern Nuclear or any of their affiliates. "Co-Owners" - defined as Georgia Power Company, Oglethorpe Power Corporation, Municipal Electric Authority of Georgia and City of Dalton, Georgia and having an ownership interest in the Additional Units. "Co-Owners' Agent - defined as Georgia Power Company, or any successor of Georgia Power as the agent for the Co-owners for the development of the Additional Units "Additional Units" - Defined as Units 3 and 4 at Plant Vogtle.
* * * *

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix N.1: DOE Spent Fuel Contract Cover Letter

GPC Vogtle Expansion Project


December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on page 2 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets.the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Department of Energy
Washington, DC 20585

November 7, 2008

QA: N/A

Southern Nuclear Operating Company Attn: B.E. Hunt Manager Nuclear Fuel
42 Inverness Center Parkway

-r,

Birmingham, Alabama 35245 Dear Mr. Hunt: TRANSMITTAL OF EXECUTED CONTRACTS AND AMENDMENTS Contract Number DE-CR01-09RW09005 (Vogtle Electric Generating Plant, Unit 3) Contract Number DE-CR01-09RW09006 (Vogtle Electric Generating Plant, Unit 4) Amendment to Contract Number DE-CR01-09RW09005 (Vogtle Electric Generating Plant, Unit 3) Amendment to Contract Number DE-CR01-09RW09006 (Vogtle Electric Generating Plant, Unit 4) Enclosed please find executed original of the above referenced documents dated November 5, 2008. Please feel free to contact me, if you have any questions at 202-586-9198. Sincerely,

David K. Zabransky Contracting Officer Office of Civilian Radioactive Waste Management Enclosures

Printed with soy ink on recycled paper

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix N.2: DOE Spent Fuel Contract Unit 3

GPC Vogtle Expansion Project


December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-4 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evalto

U.S. Department of Energy

Contract No. F-Cg O\- qO

of oo0

for Disposalof Spent Nuclear Fuel and/orHigh-level Contract Radioactive Waste day ofJeg. k 20 Q , by and between THIS CONTRACT, enentered into this the UNITED STATES OF AMERICA (hereinafter referred to as the "Government"), represented by the UNITED STATES DEPARTMENT OF ENERGY (hereafter referred to as "DOE") and Southern Nuclear Operating Company, Inc. , (hereinafter referred to as the "Purchaser"), a Delaware corporation organized and existing under the laws of the State of (add as applicable: "acting on behalf of itself and - - -. "). Insert page la 4* gy Witnesseth that: b V(.
\\- 5--oy

Whereas, the DOE has the responsibility for the disposal of spent nuclear fuel and high-level radioactive waste of domestic origin from civilian nuclear power reactors in order to protect the public health and safety, and the environment; and Whereas, the DOE has the responsibility, following commencement of operation of a repository, to take title to the spent nuclear fuel or high-level radioactive waste involved as expeditiously as practicable upon the request of the generator or owner of such waste or spent nuclear fuel; and Whereas, all costs associated with the preparation, transportation, and the disposal of spent nuclear fuel and high-level radioactive waste from civilian nuclear power reactors shall be borne by the owners and generators of such fuel and waste; and Whereas, the' DOE is required to collect a full cost recovery fee from owners and generators delivering to the DOE such spent nuclear fuel and/or high level radioactive waste; and Whereas, the DOE is authorized to enter into contracts for the permanent disposal of spent nuclear fuel and/or high-level radioactive waste of domestic origin in DOE facilities; and Whereas, the Purchaser desires to obtain disposal services from DOE; and Whereas, DOE is obligated and willing to provide such disposal services, under the terms and conditions hereinafter set forth; and Whereas, this contract is made and entered into under the authority of the DOE Organization Act (Pub. L. 95-91, 42 U.S.C. 7101 et seq.) and the Nuclear Waste Policy Act of 1982 (Pub. L. 97-425, 42 U.S.C. 10101 et seq.) Now, therefore, the parties hereto do hereby agree as follows: 1

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

In Witness Whereof, the parties hereto have executed this contract as of the day and year first above written. United States of America United. States Department of Energy By:

I
(Contractin Officer)

Witnesses as to Execution on Behalf of Purchaser

ame)

(Address) (Name)

33S^ /lleauL Gocde


(Address)

C vL,p 1

I C 32t21

(Pura r's Company

am

e: Q^^^ (Name), certify that-am the C C- (_^O I, of the corporation named as Purchaser herein; that J
signed this document on behalf of the Purchaser was then a

^L^J -C

J Cf^ (Title) ee(Nam who


~-C,

/
?tj_

(Title) of

said corporation; that said document was duly signed for and on behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. / (l Witness W edteof I have hereunto affi
Sday ofC/e . 20 O_.

my hand and the seal of said corporation this

(Corporate Seal)

igna1e) 21

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX A Nuclear PowerReactor(s) or Other Facilities Covered


Purchaser

ut-%

A/uieleaf

oCera4.

^-poq

'

c.

Contract Number/Date

6S-l0 6I YfL 0. OI o 7lete r&, Genacth-.

\\ ~Plla +

2 o0 Zo3A

Reactor/Facility Name Location: Street


City

VoVtle

2 I78 R yeeload -1 W4yri


eslo0,o

County/State Zip Code

ke_ u____ 30930 [

ca._

Capacity (MWE) - Gross Reactor Type: BWR o

PWR p
Other (Identify) Facility Description . \ eS~ni^ \Se IO060 reoac-.oe \oca*kel 6"'-p

Date of Commencement of Operation (actual or estimated)


NRC License #:

8~-/ (

Z _p

"Do

kt +

5'b 0Z7-S Z-

By Purcha r: Signa Title r]ft_

r,n , '

*eSlC_,. CE d

DateL

iO2aL

2
22

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix N.3: DOE Spent Fuel Contract Unit 3 Amendment

GPC Vogtle Expansion Project


December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-3 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U,S,C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons inrother United States Federal Government agencies whose review is required for approval of the GPC Vogtle Exp Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and eva

,/

U.S. Department of Energy Contract Amendment to Contract No.D~-(i.O -Ia iOSL)O 0o, o This is an Amendment to Contract Noe CftOI-OOA -O Q OoT (hereinafter "the Contract") and is agreed to this V"c day of M oIkek\,a .. 20 0 , by the United States of America represented by the Department of Energy ("DOE") and Southern Nuclear Operating Company, Inc. ("Purchaser"). This Amendment amends and supplements the Contract and except to the extent provided in this Amendment, the prior obligations of DOE and Purchaser remain in effect. Those Articles of the Contract not specifically modified by this Amendment remain unchanged. Witnesseth that: Whereas, on 5 " day of id/.C.-,20 V ,DOE and Purchaser entered into the Contract for disposal of spent nuclear fuel and/or high-level radioactive waste generated by the Purchaser's reactor; and Whereas, this Amendment is mutually agreed to by the parties; Now, therefore the parties hereto do agree as follows:

INTRODUCTORY PARAGRAPH

The introductory paragraph of the Contract is amended by striking "19" and inserting "20" and
by deleting "[add as applicable: "acting on behalf of itself and ---."]".
ARTICLE I - DEFINITIONS

Article 1.2. is amended by inserting "bare or canistered" after "for shipping" and by inserting "assemblies" after "spent nuclear fuel". Article I.18. is amended by inserting "; and nonfuel components including, but not limited to, control spiders, burnable poison rod assemblies, control rod elements, thimble plugs, fission chambers, and primary and secondary neutron sources, that are contained within the fuel assembly, or BWR channels that are an integral part of the fuel assembly, which do not require special handling" after "reprocessing". Article I is further amended by inserting at the end the following: "21. The term acceptancemeans the transfer of title to DOE and subsequent transportation from Purchaser's site. 22. The term barefuel means SNF that is not contained in a canister or other shielding.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluatioA

In Witness Whereof, the parties hereto have executed this contract as of the day and
year first above written.

United States of America United States Depart nt of Energy By:______ (Contracting Officer) Witnesses as to Execution on Behalf of Purchaser

ame)

(Address) (Name)

(Address) ( c aser's Company Nan

Title: C62Qir.'. SI, K/t/


t
, C/.. C

Pre J'--

a-.-d Co

_JL

--

(Name), certify that I am the

Sfy

, ,4 eCCi/e,'

(Title) of the corporation named as Purchaser

here; that Gc j-'5c yY. / (Name) who signed this document on OM behalf of the Purchaser was then eSi 'c )- '-C-O -C~ (,Title) said of corporation; that said document was duly signed for and on behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. In )Vtness Whereof I have hereunto affixed my hand and the seal of said corporation ,20 AL. 6A1 --day of this _ '1 (Corporate Seal) gna )

15

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix N.4: DOE Spent Fuel Contract Unit 4

GPC Vogtle Expansion Project


December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-4 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 1(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and eval

U.S. Department of Energy -C lo \ -O.1)O00,4 Contract No.& Contractfor Disposalof Spent Nuclear Fuel and/or High-level Radioactive Waste THIS CONTRACT, entered into this& _ day of MOI\/Cm, a, 20 , by and between the UNITED STATES OF AMERICA (hereinafter referred to as the "Goveffiment"), represented by the UNITED STATES DEPARTMENT OF ENERGY (hereafter referred to as "DOE") and Southern Nuclear Operating Company, Inc. , (hereinafter referred to as the "Purchaser"), a corporation organized and existing under the laws of the State of Delaware (add as applicable: "acting on behalf of itself and - - - ."). Insert page la tm, ,r# Witnesseth that: (\ .o 4.of
6 r IV-Lr-Y-o

Whereas, the DOE has the responsibility for the disposal of spent nuclear fuel and high-level radioactive waste of domestic origin from civilian nuclear power reactors in order to protect the ptublic health and safety, and the environment; and Whereas, the DOE has the responsibility, following commencement of operation of a repository, to take title to the spent nuclear fuel or high-level radioactive waste involved as expeditiously as practicable upon the request of the generator or owner of such waste or spent nuclear fuel; and Whereas, all costs associated with the preparation, transportation, and the disposal of spent nuclear fuel and high-level radioactive waste from civilian nuclear power reactors shall be borne by the owners and generators of such fuel and waste; and Whereas, the DOE is required to collect a full cost recovery fee from owners and generators delivering to the DOE such spent nuclear fuel and/or high level radioactive waste; and Whereas, the DOE is authorized to enter into contracts for the permanent disposal of spent nuclear fuel and/or high-level radioactive waste of domestic origin in DOE facilities; and Whereas, the Purchaser desires to obtain disposal services from DOE; and Whereas, DOE is obligated and willing to provide such disposal services, under the terms and conditions hereinafter set forth; and Whereas, this contract is made and entered into under the authority of the DOE Organization Act (Pub. L. 95-91, 42 U.S.C. 7101 et seq.) and the Nuclear Waste Policy Act of 1982 (Pub. L. 97-425, 42 U.S.C. 10101 etseq.) Now, therefore, the parties hereto do hereby agree as follows:

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5.U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

In Witness Whereof, the parties hereto have executed this contract as of the day and year first above written. United States of America
United. States Department of Energy

By:

(Contractil Officer) Witnesses as to Execution on Behalf of Purchaser

(4ame)
W5^3

hlL' tg?/LB/L^)

Z/

6( -s

(Address) (Name) 33^T

iA1zL

<G^

BL^

4L

3S24L^

(Address) (Purce e 's Company Name)

CST( A-(Name), certify th I am the I, aCkV of the corporation named as Purchaser herein; that' (i,,

(Title) (Name) who

(Title) of 4C signed this document on behalf of the Purchaser was then said corporation; that said document was duly signed for and on behalf of i' corporation by authority of its governing body and is within the scope of its corporate powers.
, Witness Whereof, I have hereunto affixed my hand and the seal of said corporation this

day of/

;f

Vy 20 A,

(Corporate Seal)

(Signare)
21

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

APPENDIX A

Nuclear Power Reactor(s) or Other Facilities Covered Purchaser o ut'\era,. luc-leear Oupe< "
':CIvL

Contract Number/Date1) C.,lorO~t


Reactor/Facility Name Location: Street 7 827 -he( e Roac Vo

.JO

)0

S-'--OCf
r, A-

Elet.'-ecArc 6vek'x'

..

City

_Cs "rUke. 30930


1[20

County/State Zip Code

Gear

.__

Capacity (MWE) - Gross

Reactor Type:
BWR o

PWR B
Other (Identify)

Facility Description
N/129d'

e$'.lc-e /-PCooO
preeri

reac-.
iv

Iaccea o tA
(py+ecrIe

et Y

GPieergd-i^

&crtc^e <3-;kr,

Date of Commencement of Operation (actual or estimated) .

fi

20 17

NRC License #:
By Purchas74:

T'

+e

o.

52-02-

Title -

fM

'

2CC

Date

IO/

Y.
22

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix N.5: DOE Spent Fuel Contract Unit 4 Amendment

GPC Vogtle Expansion Project


December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-3 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other.United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and eva|ii

U.S. Department of Energy Contract Amendment to ContractNo. F)-CQ20 - OY 1 lJOqo

This is an Amendment to Contract No.( C OI-O'l0l ) QL00Q(hereinafter "the Contract") and is agreed to this 5+ day of M vetw\A, 20 , by the United States of America represented by the Department of Energy ("DOE") and Southern Nuclear Operating Company, Inc. ("Purchaser"). This Amendment amends and supplements the Contract and except to the extent provided in this Amendment, the prior obligations of DOE and Purchaser remain in effect. Those Articles of the Contract not specifically modified by this Amendment remain unchanged. Witnesseth that: Whereas, on day of NOV/C>. s aL," ,200 , DOE and Purchaser entered into the Contract for disposal of spent nuclear fuel and/or high-level radioactive waste generated by the Purchaser's reactor; and Whereas, this Amendment is mutually agreed to by the parties; Now, therefore the parties hereto do agree as follows:

INTRODUCTORY PARAGRAPH

The introductory paragraph of the Contract is amended by striking "19" and inserting "20" and
by deleting "[add as applicable: "acting on behalf of itself and ---. "]".
ARTICLE I - DEFINITIONS Article 1.2. is amended by inserting "bare or canistered" after "for shipping" and by inserting

"assemblies" after "spent nuclear fuel". Article 1.18. is amended by inserting "; and nonfuel components including, but not limited to, control spiders, burnable poison rod assemblies, control rod elements, thimble plugs, fission chambers, and primary and secondary neutron sources, that are contained within the fuel assembly, or BWR channels that are an integral part of the fuel assembly, which do not require special handling" after "reprocessing". Article I is further amended by inserting at the end the following: "21. The term acceptance means the transfer of title to DOE and subsequent transportation from Purchaser's site. 22. The term barefuel means SNF that is not contained in a canister or other shielding.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluatio .

In Witness Whereof, the parties hereto have executed this contract as of the day and year first above written. United States of America United States Department nergy

By:.
(Contracting fdfficer) Witnesses as to Execution on Behalf of Purchaser

(ame)

5Al7 AMf
(Address) (Name)

AALI (^/.

3's', '/a

336T iemy^A
(Address)

&wdke- ev-p,

Rktw4 J-

ny-zVL

(Pu

aser's Company Nam

Title: CA
,

AIM f(A4

rerJen j-

'

( 7)

(Name), certify that I am the ZM C-S /C'. T )/ c. c / (Title) of the corporation named as Purchaser herein; that / / - (Name) who signed this document on behalf of the Purchaser was then /'c .- -- CCD (Z,4 4itle) of said corporation; that said document was duly signed for and on behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. In Winess Whereof, h ve hreunto affied my hand and the seal of said corporation " / ,20 this f day of / J (Corporate Seal) '(Sign ture)

15

Georgia Power Company


DOE Loan Guarantee Application Appendix O: Organizational Chart GPC Vogtle Expansion Project
December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-8 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle 3&4 Project Management


Revision Date: 12/09/08

Nuclear Development
SNC

Owner's
Project Board

J-I I SNCInternal Coordination Committee I 1

I___

New Plant NewPlantHuman Technical Support

Human Resources Resources Communications

Construction versight

||gt!LA|

Voge 34 Nuclear Eecutive

Quality Assurance Vogtle3&4 Project Support

NewPlant Engineering n Operational Readiness and (Training Staffing) New Plant Licensing

Project Controls, Reporting and Planning Manager M

Corporate QA

SiteQA Procurement Project Manager OtherFunctions

Supply Chain SiteNRCInteraction Startup SiteEngineering Corrective Action Program SiteLicensing Quality Controls (QC) Supply Chain Emergency Planning Financial Management

--

Fuels

EPC Contrac Management Management

GEORGIA

POWER
Georgia Power Company 241 Ralph McGill Boulevard Atlanta, GA 30308

ASOUTHERN COMPAN

September 18, 2008 DOE Loan Guarantee Program Office 1000 Independence Avenue, S.W. Washington, D.C. 20585-0121 Attention: Director Director, DOE LGPO This is to confirm that it is our intent to seek a Loan Guarantee pursuant to your solicitation serial no. DE-PS01-08LG00002, dated June 30, 2008. This confirms we have met all mandatory requirements as specified in the Solicitation including Attachments Al to A3 of the Solicitation. Our Part I Application fee was wired as per your instructions on 08/06/08. We intend to submit our initial Part II submission, in whole or in part, when due as required by the Solicitation. If expected financial closing date is not known: We hereby agree to notify DOE of the date on which we intend to be prepared to close with respect to the financing at least six months in advance of the date a Term Sheet would be needed. Should we decide to withdraw from consideration for a loan guarantee at any time prior to the initial Part II submission date, we will notify DOE in writing of that decision. Respectfully, Georgia Power Company By: (Cliff S. Thrasher) Title: Date: Executive Vice President & Chief Financial Officer

....

.....

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix P - Depreciation Schedule GPC Vogtle Expansion Project
October 2009
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on worksheets 2-3 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle Units 3&4 Projected Plant In-Service and Depreciation GPC Ownership Values - Traditional AFUDC
(millionsof dollars) 2016 Unit 3 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Unit4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service On-Going Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
Total

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

*REDACTED*

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public discosure in 5 U.S.C. 552(b)(4). 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle Units 3&4 Projected Plant In-Service ai GPC Ownership Values - Tra
(millions of dollars)
2033 Unit 3 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service

Unit4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service On-Going

*REDACTED*

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. OOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle Units 3&4 Projected Plant In-Service ai GPC Ownership Values - Tra
(millions of dollars) 2050 Unit 3 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Unit 4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service On-Going Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062 2063 2064 2065 2066

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905. and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Vogtle Units 3&4 Projected Plant In-Service ai GPC Ownership Values - Tra
(millions of dollars) 2067 Unit 3 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service 2068 2069 2070 2071 2072 2073 2074 2075 2076 2077

Unit 4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service

On-Going Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
Check Total

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905. and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtie Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Projected Plant In-Service and Depreciation GPC Ownership Values - CWIP in Rate Base
(millions of dollars) 2016 Unit 3 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Unit 4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service On-Going Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

*REDACTED*

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Projected Plant In-Service ai GPC Ownership Values - CM


(millions of dollars)
2033 Unit 3 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
Unit 4

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
On-Going Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service

*REDACTED*

Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
Check Total

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE. except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtie Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Projected Plant In-Service ai GPC Ownership Values - CV1


(millions of dollars) 2050 Unit 3 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Unit 4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
On-Going

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

*REDACTED*

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Total Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(0. This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Projected Plant In-Service ai GPC Ownership Values - CY1


(millionsofdollars)
2067 Unit 3 2068 2069 2070 2071 2072 2073 2074 2075 2076 2077

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service
Unit4 Gross Plant In-Service Depreciation Expense Accumulated Depreciation
Net Plant In-Service

*REDACTED*

On-Going Gross Plant In-Service

Depreciation Expense Accumulated Depreciation Net Plant In-Service


Total

Gross Plant In-Service Depreciation Expense Accumulated Depreciation Net Plant In-Service Check Total

Georgia Power Company


DOE Loan Guarantee Application Part II Appendix Q: Standard & Poor's Credit Assessment GPC Vogtle Expansion Project

September 2009
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-10 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

STANDARD SA R
&POOR'S

CREDIT ASSESSMENT PRODUCED FOR GEORGIA POWER CO.

CONFIDENTIAL

[REDACTED]

Credit Assessment for the Department of Energy Loan Guarantee Program

16 DECEMBER 2008

Sector: Country: Ownership:

Power USA Georgia Power Co. 100%

[ REDACTED

Strengths

W eaknesses

* [REDACTED

* [ REDACTED

A Credit Assessment is a preliminary indicator of creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the general strengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A Credit Assessment represents a point-in-time evaluation and Standard & Poor's does not maintain ongoing surveillance on Credit Assessments. A Credit Assessment is confidential.

Page 2

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.LR. 1004.11(0. This information shall not be released to persons outside DOE, except for persons in other United States
Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other

required reviewers shall use the information only for purposes of review and evaluation.

Georgia Power Co., along with a group of co-owners, is proposing to build two new nuclear power plants using the Westinghouse AP1000 pressurized water reactor design. The new units will be located at Georgia Power's existing Vogtle Electric Generation Plant (VEGP) site which is 26 miles southeast of Augusta, GA, and which contains the currently operating Vogtle Units 1 & 2. The new units, each of which has capacity of
1,117MW for a total capacity of 2,234MW, will be built through a joint ownership agreement under which Georgia Power Co. will own 45.7% of the total capacity, Oglethorpe Power Corp. (Oglethorpe) 30%, Municipal Electric Authority of Georgia (MEAG) 22.7% and Dalton Utilities (Dalton) 1.6%. The new units will complement Southern Company's existing nuclear plant fleet that consists of full ownership of the Farley Nuclear Plant (1,776MW, Westinghouse PWR), 45.7% ownership in the Vogtle Nuclear Plant (2,430MW, Westinghouse PWR) and 50.1% ownership in the Hatch Nuclear Plant (1,848MW, GE BWR). [ REDACTED ] The anticipated commercial operation date for Vogtle Unit 3 is April 2016 and for Unit 4 is April 2017. [ REDACTED

]
The credit assessment reflects [ REDACTED ] expectations of timely and on-budget completion, successful completion of at least the first two refueling outages and financial performance that closely tracks Georgia Power's base case forecast. [ REDACTED

Major Assumptions The credit assessment provides an assessment of the project's credit quality at financial close and incorporates the following assumptions: SThe Georgia PSC will certify construction of the project under the proposed terms, including: [ REDACTED ] the use of quarterly reviews for capital spending combined with timely responses by the Georgia Public Service Commission (PSC); the ability to collect a return on construction work in progress (CWIP) during the construction period which will reduce the in-service cost of the facility and provide a measure of financial support; the Georgia PSC will accept the signed EPC agreement as
A Credit Assessment is a preliminary indicatorof creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the general strengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A CreditAssessment represents a point-in-time evaluation and Standard & Poor's does not maintain ongoing surveillance on Credit Assessments. A CreditAssessment is confidential.

Page 3

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 I(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other

required reviewers shall use the information only for purposes of review and evaluation.

the controlling document for the project which will provide clarity and uniformity in terms of how various cost components will be treated by both the company and the regulator. We also assume that during 2009 Georgia Power will be successful in pursuing legislative support for the collection of a return on CWIP in base rates during the construction period, which is viewed as providing incremental support to the project. * [REDACTED

]
* The Combined Construction and Operating License (COL) and the most recent revisions to the AP1000 design will both be approved on time, avoiding delays to commencement of construction expected to start in late 2011. * [REDACTED

* The project will be pursued under a co-ownership agreement that will reflect each coowner's un-divided interest in the plant as tenant in common, with each owner liable only for its own portion of the costs and expenses both during construction and during operation, which is a critical assumption in the assessment. The co-owners, (Oglethorpe, MEAG and Dalton) will be able to fund their share of their capital expenditures during construction on a timely basis avoiding delays to the completion of the project. Recovery Analysis [ REDACTED

Contractual Foundation Regulatory Framework The regulatory framework in Georgia for construction of new generation assets is generally supportive and transparent. It provides for assessment of the resource need through the integrated resource planning process (IRP), justification of the cost through a request for proposal (RFP) and comparison to costs under a self-build option, followed by certification of the costs for the option selected. The certification process is legislatively supported and guarantees full recovery of the prudently incurred cost of the investment if the certificated project is completed on time and on budget. Project
A Credit Assessment is a preliminary indicatorof creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the generalstrengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A Credit Assessment represents a point-in-time evaluation and Standard & Poor's does not maintain ongoing surveillance on Credit Assessments. A Credit Assessment is confidential.

Page 4

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(0. This information shall not be released to persons outside DOE, except for persons in other United States
Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other

required reviewers shall use the information only for purposes of review and evaluation.

costs exceeding 100% of the certified amounts may be recovered if shown by the utility to have been reasonable and prudent. The certification process provides for periodic progress reviews for schedule and costs, prohibits future commissions from reviewing previously approved investment, and ensures recovery of abandoned investment that was prudently incurred along with any carrying costs. Importantly, the certification process ensures that certificated costs are included in rate upon project completion without any prudence concerns, for subsequent rate case filings. However, the current framework does not automatically provide for recovery of a return on CWIP in base rates, which Georgia Power has requested for in its certification filing. Such recovery is assumed for the purposes of this analysis and is further assumed to be supported through legislation that will be enacted in 2009. This arrangement provides two main benefits: 1) During the construction period the project receives a stream of cash flows that can supplement operating cash flow, and 2) Through the elimination of capitalized interest and equity AFUDC the installed cost of the project upon commercial operation and the associated revenue requirement during the operating phase are lower. Just as importantly, the periodic certification for the return on CWIP provides close regulatory oversight and ensures that the regulators are partners in the decision making process. The certification process provides for construction monitoring by the Georgia PSC which allows at regular intervals the opportunity to approve expenditures and revisions to the project, including revisions to the budget and the schedule. In addition, incremental expenditures and commitments are subject to review and approval throughout the construction process at regular intervals. In order to achieve additional submitted the project budget as escalation and has also submitted agreement as the agreement that regulatory support and certainty, Georgia Power part of its certification filing based on a certain cost the engineering, procurement and construction (EPC) governs the project. [ REDACTED

] Nevertheless, the Georgia PSC could still deem the project uneconomic at some point and decide to terminate it. For the purposes of this analysis, we assume that the Georgia PSC will approve the certification application as filed by Georgia Power, [ REDACTED

]
Georgia Power has submitted its certification application on August 1, 2008, and anticipates an order to be granted in March 2009. Absent such an order, Georgia Power is not expected to proceed with the project. Co-Ownership Aqreement The project will be pursued under a co-ownership agreement that reflects each coowner's undivided interest in the project as a tenant-in-common. The co-ownership agreement clearly delineates the rights and obligations of each co-owner, limits each co-owner's payment obligations to amounts that reflect their ownership interest in the project and provides reasonable recourse to each of the co-owners in the case where a co-owner incurs a payment default either during the construction period or once the project enters commercial operation. Importantly, the co-ownership agreement provides a way for the project to move forward should a co-owner experience a payment default such that construction of the project does not come to a standstill. The co-owners are all highly rated entities and the joint-ownership mitigates the impact of the increased financial burden on any one entity. Under the agreement, the biggest risk for Georgia Power would be the payment default of co-owner during the construction period, because then the project cannot move forward unless the nondefaulting co-owners fund the defaulting co-owner's share of the project costs. If
A Credit Assessment is a preliminary indicator of creditworthiness that may be expressed In a broad rating category. It provides an evaluation of the generalstrengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account In a credit rating.A Credit Assessment represents a point-in-time evaluation and Standard & Poor's does not maintain ongoing surveillance on Credit Assessments. A Credit Assessment Is confidential.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 1(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Oglethorpe were to default on its payment obligations during construction, then Georgia Power's proportionate share (to preserve its 45.7% ownership interest) to fund the shortfall would increase by 43% (=1 / 7 0 %). If MEAG defaults, Georgia Power's proportionate share to fund the shortfall would increase by 2 9 % (= 1 / 77.3%). If Dalton defaults, Georgia Power's proportionate share to fund the shortfall would increase by 1.6% (= 1 / 98.4%). These contributions would have to be made on an annual basis, and if such an event were to occur, then the credit assessment would have to be re-visited to assess whether the project economics are preserved for the remaining owners. Given Georgia Power's financial strength and internally generated fund capacity, the company could well be able to provide the necessary funds to cover its proportionate share of the payment, assuming assurance of investment recovery under the regulatory framework. Finance/Lending Documents [ REDACTED

Technology. Construction, and Operations Technoloqy The proposed Westinghouse AP1000 technology is an evolution of existing pressurized water reactor (PWR) technology, which incorporates components currently in operation in existing plants, and includes passive safety systems that negate the need for operator intervention in the case of an accident. [ REDACTED

While the AP1000 has been certified by the Nuclear Regulatory Commission (NRC) in 2005, there are certain design changes currently under review (Revisions 16 & 17) that will require NRC approval in advance of the receipt of the Combined Construction and Operating License (COL). [ REDACTED

Licensing [REDACTED ] The licensing framework incorporates a Combined Construction and Operating License (COL) that provides for the construction of the facility in conjunction with the design certification of the plant. The COL process provides for intervention and public comment opportunities, but the hurdle for such intervention increases as the process advances with intervention focusing on new issues and excluding issues addressed in prior hearings. The COL process also includes a set of Inspections, Tests, Analyses and Acceptance Criteria (ITAACs) which ensure that the plant construction complies with the detailed design.
A Credit Assessment Is a preliminary indicatorof creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the generalstrengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account In a credit rating.A Credit Assessment represents a point-In-time evaluation and Standard& Poor's does not maintain ongoing surveillance on Credit Assessments. A Credit Assessment is confidential.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(0f. This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

The ITAACs are to be completed by the time of the COL receipt ensuring approval by the NRC as well. [ REDACTED

Intervention and public hearings are part of the ITAAC compliance process, but only for issues that pertain to the plant's compliance with the various tests and exclude intervention for other issues that are presumed to have been addressed during the COL application review. The NRC docketed the Vogtle Units 3 & 4 COL application on May 31, 2008 and initiated review of the application. [ REDACTED ] Construction [ REDACTED [ REDACTED

[ REDACTED

Enqineerinq, Procurementand Construction Acqreement (EPC Agreement) [ REDACTED

Amounts above those included in the initial certification filing along with any delays can be subject to prudence reviews and potential disallowance by the Georgia PSC under the current certification framework. However, construction of the project within the regulatory framework of Georgia can mitigate exposure to increasing costs through the inclusion of the project budget, schedule and EPC agreement in the approved certificate; the approved use of indices for cost estimates combined with the ability to request revisions in costs as necessary; and the requested quarterly reviews that ensure close regulatory oversight and timely relief, with such relief not being not automatic. [ REDACTED

A CreditAssessment is a preliminary indicatorof creditworthinessthat may be expressed In a broad rating category. It provides an evaluation of the general strengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures.It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A Credit Assessment represents a point-in-time evaluation and Standard& Poor's does not maintain ongoing surveillance on Credit Assessments. A CreditAssessment is confidential.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11 (f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

[ REDACTED

Operations Vogtle Units 3 & 4 will be operated by Georgia Power as the agent for the co-owners, which will in turn delegate the responsibility to Southern Nuclear Operating Company pursuant to the Operating Agreement, which is part of the agreements that govern the co-owners' interests in the plants. This arrangement should mitigate operating risk given Southern Nuclear Operating Company's successful operation and management of the existing nuclear fleet. Southern Nuclear Operating Company will be the licensed operator of Vogtle Units 3 & 4; have sole authority for the management, control, operation and maintenance of the plants;. and will perform all necessary licensing, quality assurance and construction oversight on behalf of the co-owners. Competitive Position [ REDACTED

Counterparty Risk The project's key counterparties are Oglethorpe Power Corporation (A/Stable), Municipal Electric Authority of Georgia (A+/Stable), and City of Dalton (A+/Stable). Westinghouse Electric Company will be the reactor designer and technology vendor and Shaw Group Inc. (BB+/Stable) will be the project engineer. Toshiba Corp. (BBB+/Negative/A-2) is a 77% owner of Westinghouse, while Shaw Group owns 20%.

General Assumptions The general financing assumptions reviewed for the base case scenario included the following: . [REDACTED

A Credit Assessment is a preliminaryindicator of creditworthiness that may be expressed In a broad rating category. It provides an evaluation of the general strengths and weaknesses of an Issuer, obligor, a proposed financing structure, or elements of such structures.It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A CreditAssessment represents a point-In-time evaluation and Standard& Poor's does not maintain ongoing surveillance on CreditAssessments. A Credit Assessment is confidential.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Financial Performance [REDACTED

REDACTED

[ REDACTED

Analytical contact: Dimitri Nikas 212-438-7807 dimitri

nikas)sandp.com

A Credit Assessment is a preliminary indicator of creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the general strengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures.It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarily be taken into account in a credit rating. A Credit Assessment represents a point-in-time evaluation and Standard& Poor's does not maintain ongoing surveillance on Credit Assessments. A Credit Assessment is confidential.

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This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C.. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004. 1 (f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan'Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

Companies. AllRights Reserved. This confidential Credit Assessment summary analysis is subject to the engagement letter between Copyright 0 2006 Standard &Poor's, a divisionof The McGraw-Hill you and Standard & Poor's and the terms and conditions incorporated therein. It may be disseminated only as expressly permitted in the terms and conditions. Any disclosure of the Credit Assessment not be permitted by the terms and conditions requires Standard &Poor's priorwrittenconsent and will subject to payment of additional fees.lnformation has been obtained byStandard &Poo's from sources believed to be reliable. However, because of the possibility of human or mechanical error by our sources, Standard & Poor's or others, Standard & Poor's does not guarantee the accuracy, adequacy, or completeness of any information and is not responsible for any errors or omissions or the result obtained fromthe use of such Information. A Credit Assessment Is not investment, financial, or other advice of and you should not and cannot rely upon a Credit Assessment as such. A CreditAssessment is not a rating should not be represented as a rating. A Credit Assessment is a broad Indication the credit strength of certain obligations based on limited information.Standard & Poor's reserves the right to modify refine its methodology for Credit Assessments. Standard & Poor's may publish explanations of or Standard &Poor's ratings criteriafrom tme to timeand nothing in this report shall be construed as limiting Standard &Poors ability modify reine to or Standard &Poo's criteriaat any time as Standard &Poo's deems appropriate. Analyticservices provided byStandard &Poor's Ratings Services ('Ratings Services') are the result of separate activities designed to preserve the independence and objectivity of its analytic opinions. The Credit Assessment and observations contained herein are solely statements of opinion and not statements of fact or recommendations to purchase, hold, or sell any securities or make any other investment decisions. Accordingly, any user of the information contained herein should not rely on any opinion contained herein in making any investment decision. Analyticopinions are based on information received by Ratings Services. Other divisions of Standard &Poors may have information that is not available to Ratings Services. Standard & Poo's has established policies and procedures to maintain the confidentiality of non-public information received during the analytic process. Ratings Services receives compensation forits analytic services. Such compensation is normally paid either by the issuers of such securities or third parties participating in marketing the securities. WhileStandard &Poor's reserves the right to disseminate its analytic opinions (if so agreed in the terms and conditions), it receives no payment fordoing so, except for subscriptions to its publications. Additional information about our fees is available at www.standardandpoors.com.

A Credit Assessment is a preliminary indicatorof creditworthiness that may be expressed in a broad rating category. It provides an evaluation of the general strengths and weaknesses of an issuer, obligor, a proposed financing structure, or elements of such structures. It may also pertain to limited credit matters or carve out certain elements of a credit that would ordinarilybe taken into account in a credit rating.A Credit Assessment represents a point-in-time evaluation and Standard & Poor's does not maintain ongoing surveillance on CreditAssessments. A Credit Assessment is confidential.

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Georgia Power Company


DOE Loan Guarantee Application Part II Appendix R: Certifications and Assurances GPC Vogtle Expansion Project

December 2008
NOTICE ON DISCLOSURE AND USE OF DATA The data and information contained on pages 2-3 of this document and any electronic file which hereby forms a part of the Application have been submitted to DOE by Georgia Power Company in confidence and contain trade secrets and proprietary information and meet the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.1 l(f) By way of this notice, the applicant hereby invokes all of the procedural and substantive protections in these provisions of law and other applicable law with respect to this data and information. The data and information shall be used by DOE only for the purpose of evaluating this application under DOE's Loan Guarantee Program under Title XVII of the Energy Policy Act of 2005. If this applicant is issued a loan guarantee under Title XVII of the Energy Policy Act of 2005 as a result of or in connection with the submission of this Application, this data and information shall continue to be claimed as confidential, trade secret, and proprietary unless and until such claim is withdrawn or altered in the final loan guarantee agreement or by other written communication from Georgia Power Company. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any other source.

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Government agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

CERTIFICATION FOR USE WITH APPLICATIONS FOR DEPARTMENT OF ENERGY LOAN GUARANTEES UNDER TITLE XVII OF THE ENERGY POLICY ACT OF 2005 The following certifications must be completed and submitted by applicants with each application for a loan guarantee under Title XVII of the Energy Policy Act of 2005 (Public law 109-58, August 8, 2005) ('Title XVII") pursuant to the authority of the Department of Energy under 10 CFR section 609.6(b)(29) and other applicable laws and regulations, as set forth herein. The name and title of the person responsible for making the certifications and assurances must be typed in the signature block on the certification form.. These certifications.shall be treated as material representations of fact upon which reliance will be placed when the Department of Energy determines whether to issues a loan guarantee under Title XVII. If it is later determined that the applicant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Energy may terminate the loan guarantee. The applicant shall provide immediate written notice to the Loan Guarantee Program Office of the Department of Energy if at any time the applicant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. Additional certification and assurances may be required of the applicant as a condition on the receipt of a loan guarantee under Title XVII. 1. LOBBYING The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $110,000 for each such failure. 2. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS (a) The applicant participant certifies to the best of its knowledge and belief, that it and its principals are in compliance with the Federal regulations providing Office of Management and Budget guidance for Federal agencies on the govemmentwide debarment and suspensions system for nonprocurement programs and activities at 2CFR part 180, including any subsequent amendments of those regulations. (b) The applicant certifies that it and its principals: (i) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department of agency; (ii) have not within three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction; violation of Federal or State antitrust statutes, including those proscribing price fixing between competitors, and bid rigging; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making fasle statements, tax evasion, receiving stolen property, making false claims or obstruction ofjustice; or

This page contains confidential trade secret and proprietary information that meets the criteria for protection from public disclosure in 5 U.S.C. 552(b)(4), 18 U.S.C. 1905, and 10 C.F.R. 1004.11(f). This information shall not be released to persons outside DOE, except for persons in other United States Federal Govemment agencies whose review is required for approval of the GPC Vogtle Expansion Project Loan Guarantee Application. DOE and other required reviewers shall use the information only for purposes of review and evaluation.

commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the applicant's present responsibility; (iii) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of this offenses enumerated in paragraph (ii) of this certification; and (iv) Have not within a three-year period preceding this application had one or more public transaction (Federal, State, or local) terminated or default. (3) Where the applicant is unable to certify to any of the statement in paragraph (b) of this certification, such prospective participant shall submit an explanation to the Loan guarantee Program Office of the Department of Energy.

SIGNATURE As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above certifications. Name of Applicant:

Printed Name and Title of Authorized Representative:

C'___ _ruske______c<e
/ r ____ ____ _____ SIGNATURE __

IA 9'tr~
______________ DATE

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