OGLETHORPE POWER CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex1025.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.25

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                          OGLETHORPE POWER CORPORATION
                      (An Electric Membership Corporation)

                                       AND

                                 THOMAS A. SMITH

     This EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into effective
the 15th day of March,  2002 ("Effective  Date"), by and between THOMAS A. SMITH
("Employee")   and  OGLETHORPE   POWER   CORPORATION  (An  Electric   Membership
Corporation)   ("Employer")   (individually  a  "Party"  or  collectively   "the
Parties").

                                   WITNESSETH:

     WHEREAS, the Board of Directors of Employer elected Employee to continue to
serve as its President and Chief Executive Officer, effective March 15, 2002;

     WHEREAS,  Employee  desires to formalize his employment  relationship  with
Employer and to ensure the security of his position;

     WHEREAS,  Employer is willing to enter into an agreement with Employee, and
Employee is willing to enter into an agreement on that same basis;

     NOW THEREFORE,  in consideration of the promises contained herein and other
good and valuable consideration, the Parties agree as follows:

                                    ARTICLE 1
                                   EMPLOYMENT

     Employer  employs  Employee and Employee  accepts  employment as Employer's
President and Chief Executive  Officer ("CEO") upon the terms and conditions set
forth herein.













                                       1

<PAGE>

                                    ARTICLE 2
                            TERM AND OTHER EMPLOYMENT

     2.1 Term.  Subject to the provisions for automatic  renewal and termination
         ----
as provided  herein below,  the term of this Agreement  shall be effective as of
March 15,  2002,  and shall  terminate  at 12:00 a.m.  on  December  31st,  2004
("Term").

     2.2  Automatic  Renewal.  With the  exception of Sections  5.3  ("Retention
          ------------------
Bonus"),  5.4  ("Supplemental  Retirement  Income"),  and 7.6  ("Resignation  by
Employee for Other Than Good  Reason") of the  Agreement,  the  Agreement  shall
automatically be extended for an unlimited number of one-year periods, unless on
or before December 31, 2002, or twenty-four (24) months before the expiration of
any extension of the  Agreement,  either party to the Agreement  provides to the
other  written  notice  of  its/his  desire  not  to  automatically  renew  this
Agreement,  or unless Employee's  employment has previously otherwise terminated
as hereinafter provided.

     2.3 Other  Employment.  Employee  agrees  that,  unless this  Agreement  is
         -----------------
terminated  in  accordance  with  Article  7  hereof,  during  the  term of this
Agreement he will not, without the consent of Employer,  accept  employment with
any employer other than Employer.

     2.4  Compensation  From Other Boards And Similar  Actions.  Notwithstanding
          ----------------------------------------------------
Section 2.3,  Employee may receive  compensation for  participation on boards of
directors or similar part-time  associations,  provided that such  participation
does not  interfere  with  the  performance  of his  employment  obligations  to
Employer  and that  such  participation  has been  approved  in  advance  by the
Employer's Board of Directors.

                                    ARTICLE 3
                      PERFORMANCE REVIEWS AND COMPENSATION

     3.1 Basic  Compensation.  For all services  rendered by Employee under this
         -------------------
Agreement,   Employer   shall  pay   Employee  an  annual  base  salary   ("Base
Compensation")  as  determined  from  time  to  time  in  accordance  with  this


                                       2
<PAGE>

Agreement.  In no event shall Base  Compensation  be less than Three Hundred and
Twenty-five   Thousand  Dollars   ($325,000.00)  per  year,   payable  in  equal
installments on the 15th and the last business day of each month.

     3.2 Adjustments To Basic Compensation. On an annual basis, Employer's Board
         ---------------------------------
of Directors shall review the  compensation  plan of Employer for the purpose of
determining  what, if any,  adjustments are to be made to the base  compensation
for  Employer's  associate  positions.  Employee's  Base  Compensation  will  be
reviewed in accordance with this process.  The Board of Directors will make such
adjustments,  if any, in Employee's Base Compensation as it deems appropriate as
part of this annual  review.  Any such  adjustments  will be effective  with the
effective date for all other Employer associates.

                                    ARTICLE 4
                                     DUTIES

     Employee  shall  serve as the  President  and Chief  Executive  Officer  of
Employer and, as directed by the Board of Directors, any subsidiary of Employer.
In these roles he shall  manage the  day-to-day  affairs of the Employer and any
such subsidiary.  Employee shall have such other duties and  responsibilities as
from time-to-time may be reasonably assigned to him by the Board of Directors of
Employer,  and that are  consistent  with  Employee's  role as its President and
Chief  Executive  Officer and with the bylaws of Employer or any  subsidiary  of
Employer.

                                    ARTICLE 5
                           EMPLOYER PROVIDED BENEFITS

     5.1 Basic Benefits.  Employer  currently provides to all of its associates,
         --------------
including  Employee,  a comprehensive  benefits package.  During the term of his
employment,  Employee  shall be  entitled  to  receive  and shall be  allowed to
participate  in these  benefits on the terms and  conditions  as provided in the


                                       3
<PAGE>

policies and practices of Employer as the same may be modified from time-to-time
by Employer's Board of Directors.

     5.2  Modification  Of Benefits.  Employee  recognizes that it is within the
          -------------------------
sole  discretion  of  Employer's  Board of  Directors  to modify the benefits of
Employer from  time-to-time and agrees that no claim will arise against Employer
by virtue of its Board of Directors' exercise of its rights to modify Employer's
benefits package. In addition, Employee shall be entitled to five (5) weeks paid
vacation time and an  automobile  or an  automobile  allowance and such benefits
shall not be reduced during the term of this Agreement (including any extensions
thereof).

     5.3. Retention Bonus.
          ---------------

     (a)  As a  reward  for  Employee's  past  service  with  Employer,  and  to
incentivize Employee to enter into the Agreement, Employer will pay Employee, in
addition to the salary and benefits  identified  in Articles 3 and 5, a lump sum
payment equaling $100,000, to be paid on March 15, 2002.

     (b) If Employee is employed by Employer through December 31, 2002, Employee
will  receive,  in addition to the salary and benefits  identified in Articles 3
and 5, a lump-sum  payment  equaling  $50,000,  to be paid by January 31,  2003.
Employee  agrees he is not  entitled to this  payment if,  prior to December 31,
2002,  Employee  ceases or terminates  employment  with Employer  other than for
"Good  Reason" as defined in Section  7.5, or if he is  terminated  for cause as
defined in Section 7.1.

     (c) If Employee is employed by Employer through December 31, 2003, Employee
will  receive,  in addition to the salary and benefits  identified in Articles 3
and 5, a lump-sum  payment  equaling  $25,000,  to be paid by January 31,  2004.
Employee  agrees he is not  entitled to this  payment if,  prior to December 31,
2003,  Employee  ceases or terminates  employment  with Employer  other than for

                                       4
<PAGE>

"Good  Reason" as defined in Section  7.5, or if he is  terminated  for cause as
defined in Section 7.1.

     (d) If Employee is employed by Employer through December 31, 2004, Employee
will  receive,  in addition to the salary and benefits  identified in Articles 3
and 5, a lump-sum  payment  equaling  $25,000,  to be paid by January 31,  2005.
Employee  agrees he is not  entitled to this  payment if,  prior to December 31,
2004,  Employee  ceases or terminates  employment  with Employer  other than for
"Good  Reason" as defined in Section  7.5, or if he is  terminated  for cause as
defined in Section 7.1.

     5.4  Supplemental  Retirement  Income.  Employer  will set  aside  deferred
          --------------------------------
compensation  for  Employee  in  accordance  with  the  parties'   Participation
Agreement for the Oglethorpe Power Corporation Executive Supplemental Retirement
Plan, executed by the parties contemporaneously herewith.

     5.5 Variable Pay. Prior to January 31st of each year,  Employer's  Board of
         ------------
Directors  shall  establish  Employee's  goals to be  accomplished  during  that
calendar  year.  These may be goals that can be fully  accomplished  during that
calendar year or intermediate milestones for corporate initiatives, which cannot
be accomplished  during that calendar year. Each goal shall have associated with
it variable pay which Employee can earn upon  accomplishment  of the goal.  Each
goal  shall be  realistically  achievable.  Employee  must be  employed  through
December 31st of the year in which these goals are established and accomplished,
in order to be paid any  variable  pay.  Any  variable  pay earned is payable on
March 15th of the following year.  Notwithstanding Section 5.2 of the Agreement,
in  no  event  shall  Employer  reduce  Employee's  variable  pay  target  below
Employee's  target as of the  Effective  Date or the year  preceding  the one in
question,   whichever  is  higher.


                                       5
<PAGE>


                                    ARTICLE 6
                                EMPLOYEE EXPENSES

     Employee is authorized to incur reasonable  business  expenses on behalf of
Employer and its subsidiaries in performing his duties. Such reasonable expenses
shall be promptly paid (or  reimbursed  as  applicable)  by Employer.

                                    ARTICLE 7
                           TERMINATION OF EMPLOYMENT

     7.1 Termination For Cause.  Employer may terminate Employee's employment at
         ---------------------
any time for "Cause." Cause shall exist if Employee commits:  (a) an act or acts
of dishonesty,  which constitute a felony or job-related misdemeanor,  or an act
or acts which both materially breach Employee's fiduciary duties to Employer, or
a  subsidiary  of  Employer,  for  which he is  acting  as  President  and Chief
Executive Officer and which either:  (1) causes material harm to Employer,  or a
subsidiary of Employer,  for which he is acting as President and Chief Executive
Officer;  (2) materially impairs the reputation of Employer,  or a subsidiary of
Employer,  for which he is acting as President and Chief Executive  Officer;  or
(3) materially  interferes with the operations of the Employer,  or a subsidiary
of Employer,  for which he is acting as President and Chief  Executive  Officer.
Cause  shall also be defined  as: (b)  physical  or mental  disability  or other
inability to perform the  essential  functions of Employee's  position,  with or
without  accommodation,  which  shall  be  interpreted  to  be  consistent  with
Employer's  obligations to Employee under the ADA; or (c) the death of Employee.

     7.2 Notice Of Decision By Employer.  Employer shall provide  written notice
         ------------------------------
specifying  with  particularity  the action or inaction  it believes  constitute
cause.

     7.3 Effect Of Termination For Cause. In the event that Employer  terminates
         -------------------------------
Employee for Cause,  Employee  will be entitled to receive the portion of Salary
accrued and owing to Employee only through the date of such termination,  within

                                       6
<PAGE>

thirty (30) days after notice of termination.  If Employer  terminates  Employee
for Cause during the notice  period  identified in Section 7.6,  Resignation  By
Employee For Other Than Good Reason, then this Section 7.3 supercedes, and takes
precedence over, any resignation by Employee pursuant to Section 7.6.

     7.4 Termination Without Cause. Employer may terminate Employee's employment
         -------------------------
at any time without  cause.  However,  in the event  Employee is  terminated  by
Employer  without  cause,  Employee shall be entitled to receive (in addition to
accrued salary and benefits, including amounts earned under Article 5 during the
previous year but unpaid) the following  amounts in lump-sum form payable within
thirty (30) days of such termination  without cause:  (a) all Base  Compensation
(at the then applicable yearly rate) he would be entitled to receive through the
then applicable term of the Agreement.  In no event shall this amount be greater
than two (2) years' Base  Compensation (at the then applicable  yearly rate) nor
less than one (1) year's Base Compensation (at the then applicable yearly rate),
and (b) an amount equal to the cost of providing all health and dental insurance
during the remaining term of the Agreement or one (1) year, whichever is longer.

     7.5 Resignation By Employee For Good Reason.  Employee shall have the right
         ---------------------------------------
to terminate his  employment  with Employer,  and such  termination  shall,  for
purposes of this  Agreement,  be considered a resignation  by Employee for "Good
Reason" if Employer:  (i) changes  Employee's  position and title from President
and Chief Executive Officer to a title and position of decreased  responsibility
or salary;  or (ii)  Employee's  place of  employment is located more than fifty
(50) miles from the  current  corporate  location in Tucker,  Georgia.  An event
described in this Section  7.5(d) will not  constitute  Good Reason unless it is
(i)  communicated  by Employee to Employer in writing and (ii) not  corrected by
Employer  within thirty (30) days of Employer's  receipt of such written notice.


                                       7
<PAGE>

If Employee  resigns  for "Good  Reason",  he is  entitled  to the  compensation
designated  in Section  7.4.

     7.6 Resignation by Employee for Other Than Good Reason.
         --------------------------------------------------

     (a)  Employee  shall  have  the  right to  terminate  his  employment  with
Employer,  and such  termination  shall,  for  purposes  of this  Agreement,  be
considered a resignation for "Other Than Good Reason" if Employee determines, in
his discretion, that he wishes to resign; provided that, if he resigns for Other
Than Good Reason,  Employee must provide Employer with sixty (60) days notice of
his intent to leave the Company.

     (b) If Employee  resigns for Other Than Good Reason  prior to December  31,
2002,  Employer will pay Employee  twelve (12) months' salary within thirty (30)
days of his resignation.

     (c) If Employee resigns for Other Than Good Reason between January 1, 2003,
and December 31, 2003,  Employer will pay Employee six (6) months' salary within
thirty (30) days of his resignation.

     7.7 Receipt In Lieu Of Other Compensation.  Employee  acknowledges that the
         -------------------------------------
receipt of the  compensation  outlined  in this  Article is in lieu of any other
amounts to which he may be entitled for any reason  related to his employment by
Employer or, as appropriate,  a subsidiary of Employer and in lieu of any monies
he would  otherwise be entitled to receive under any then  applicable  corporate
policy.

     7.8 Mutual  Release.  Employee  agrees  that in the event of a  termination
         ---------------
without cause,  Resignation  for "Good Reason",  or Resignation  for "Other Than
Good  Reason",  as a condition  precedent to receipt of the monies  described in
this Article 7, he shall  execute a full and final  release of all claims (other
than vested  benefits)  against  Employer,  its  Members,  Directors,  officers,


                                       8
<PAGE>

agents,  associates,  subsidiaries,  affiliates and attorneys, in the reasonable
form provided by Employer to Employee,  and Employee  shall receive a comparable
reciprocal release from Employer in the form provided by Employee to Employer.

     7.9 No Duty To Mitigate.  In the event Employee's  employment is terminated
         -------------------
in a manner that gives  Employee a right to receive  payment  described  in this
Article  7  (collectively  "damages"),  Employee  shall  have no  obligation  to
mitigate such damages,  and no subsequent  earnings shall serve as mitigation of
the amounts  owed  hereunder  to Employee by the  Employer.

                               ARTICLE 8 NOTICE TO
                      EMPLOYER UPON VOLUNTARY RESIGNATION

     Employee agrees that, should he choose to voluntarily separate himself from
Employer,  he will  provide  Employer  with a minimum of sixty (60) days written
notice,  said  notice  to be  provided  in  accordance  with  the  terms of this
Agreement.

                                    ARTICLE 9
                        COVENANTS NOT TO COMPETE/SOLICIT

     9.1 Non Compete. Employee agrees that in the event he voluntarily separates
         -----------
himself from Employer  pursuant to Section 7.6 or if he is terminated  for cause
as defined by Section 7.1 of the Agreement, he will not, for a period of one (1)
year  thereafter,  unless he obtains  written  consent  from the Chairman of the
Board of Employer,  within the "Defined Territory",  be employed by or engage in
any business that supplies  power, or other business that competes with Employer
wherein  Employee  would perform  services  which are the same or  substantially
similar to those duties performed by Employee for Employer.  "Defined Territory"
is the State of Georgia.

     9.2  Non-Solicitation  of Customers.  Employee  agrees that in the event he
          ------------------------------
voluntarily  separates  himself  from  Employer  pursuant  to Section 7.6 of the
Agreement,  or if he is  terminated  for Cause as defined by Section  7.1 of the


                                       9
<PAGE>

Agreement,  he will  not,  for a period  of one (1) year  thereafter,  unless he
obtains written  consent from the Chairman of the Board of Employer,  call upon,
contact or solicit any  customer  or  potential  customer of Employer  who was a
customer or potential customer to whom Employee marketed, promoted,  distributed
or sold  Employer's  services on  Employer's  behalf,  or with whom Employee had
contact  as  President  and  CEO  of  Employer,  where  such  call,  contact  or
solicitation  is for the  purpose  of  marketing,  promoting,  distributing,  or
selling services competitive to those offered by Employer.

     9.3  Non-Solicitation  of Employees - Employee  agrees that in the event he
          ------------------------------
voluntarily  separates  himself  from  Employer  pursuant  to Section 7.6 of the
Agreement,  or if he is  terminated  for Cause as defined by Section  7.1 of the
Agreement,  he will  not,  for a period  of one (1) year  thereafter,  unless he
obtains written consent from the Chairman of the Board of Employer,  contact, or
encourage  another to contact,  any person who is, at that time, and was, during
Employee's employment with the Company, an employee,  agent or contractor of the
Company,  for the  purpose  of  enticing  him or her away from the employ of the
Company.

     9.4 Reasonableness Of Provisions. Employee acknowledges that the provisions
         ----------------------------
specified herein in Article 9 regarding his non-competition and non-solicitation
are fair and equitable  under the  circumstances  and agrees that the period for
such  undertaking  may be tolled or suspended  pursuant to a court order for any
period of time during which he is found by a court of competent  jurisdiction to
be in violation of this Article 9. Moreover,  Employee  acknowledges that should
he be in  violation  of this  Article  9,  Employer  shall be  entitled  to seek
injunctive or monetary relief in a court of competent jurisdiction, and Employer
shall recover its costs,  including  attorney's  fees, in having to specifically
enforce these  covenants.  However,  in the event any such effort by Employer is


                                       10
<PAGE>

wholly or significantly unsuccessful, it is Employee (versus Employer) who shall
be entitled to his costs,  including attorneys' fees.

     9.5 Failure Of Employer to Provide 9.1 Consent.  In the event that Employee
         ------------------------------------------
voluntarily  separates  himself from  Employer  for "Good  Reason" as defined in
Section 7.5 of this  Agreement,  and Employer does not provide  written  consent
waiving  the  provisions  of  Section  9.1  above,  on the  termination  date of
Employee's  employment,  Employer  shall  provide  one (1)  year's  compensation
equivalent to Employee's Base  Compensation and one (1) year's health and dental
benefits.  Such payment  shall be made  regardless of whether  Employee  obtains
employment that does not violate Section

                          9.1. ARTICLE 10 ARBITRATION

     10.1  Agreement  To  Arbitrate.   Except  as  otherwise  provided  in  this
           ------------------------
Agreement,  Employer and Employee hereby agree to resolve by binding arbitration
all claims and  controversies for which a court otherwise would be authorized by
law to grant relief,  in any way arising out of,  relating to or associated with
Employee's  employment  with Employer or any  subsidiary of Employer,  including
disputes  concerning  the  formation  or terms of this  Agreement  and  disputes
regarding a determination by Employer's Board of Directors that there is "cause"
for Employee's termination.

     10.2 Procedure.  Any such arbitration  shall be in accordance with the then
          ---------
applicable  rules  of  the  American  Arbitration  Association  ("AAA")  or  CPR
Institute for Dispute Resolution. The arbitration hearing will be held before an
experienced  employment  arbitrator  or panel of such  arbitrators  licensed  to
practice law in the State of Georgia and selected by and in accordance  with the
rules of the AAA or CPR  Institute  for  Dispute  Resolution,  as the  exclusive
remedy  for such  claims  or  dispute.  The forum of such  arbitration  shall be
Atlanta, Georgia.


                                       11
<PAGE>

         10.3 Required Notice. The Party seeking arbitration of a dispute, claim
              ---------------
or controversy as required by this Article 10, must give specific written notice
of any claim to the other Party within twelve (12) months of the date the Party
seeking arbitration first has knowledge of the events giving rise to a claim or
dispute; otherwise, the claim shall be void and deemed waived even if there is a
federal or state statute of limitation which would have given more time to
pursue the claim.

     10.4 Right To Additional Relief.  Notwithstanding  the foregoing,  Employer
          --------------------------
shall have the right to seek temporary and/or preliminary injunctive relief in a
court of competent  jurisdiction  to enforce the terms of Article 9 hereof.  The
ultimate resolution of the underlying issues in such litigation shall,  however,
be  subject  to  the  agreement  by the  Parties  to  resolve  any  disputes  by
arbitration as set forth herein.

     10.5  Reimbursement Of Expenses.  Employer shall be responsible for payment
           -------------------------
of the arbitration costs,  excluding Employee's attorney's fees, unless Employee
prevails,  in which event Employer shall also pay Employee's attorney's fees and
related arbitration expenses.

                                   ARTICLE 11
                              FURTHER RESTRUCTURING

     11.1  Recognition  Of Possible  Future  Restructuring.  It is recognized by
           -----------------------------------------------
Employer and Employee that the volatility in the utility  industry may result in
further  restructurings,  which  may be  forced  by  changes  in the  regulatory
environment or which may be determined by the Board of Directors of the Employer
to be in the best  interests of Employer and its  Members.  Employee  recognizes
this  possibility  and the need for the Board of Directors of the Employer to be
able to react to such  changes.  Said  recognition  is not in  derogation of any
rights or obligation in this Agreement.


                                       12
<PAGE>

     11.2 Sale Or Transfer Of Employer. In the event that Employer or a majority
          ----------------------------
of its assets (or control of such assets) are sold or otherwise transferred such
that:  (1)  Employee's  services as  President  and Chief  Executive  Officer of
Employer  are no longer  required;  or (2) a material  reduction  of  Employee's
title,  responsibilities or reporting  relationships occurs that is inconsistent
with Employee's  position,  Employee will be entitled to compensation as if such
event  is a  termination  without  cause.

                                   ARTICLE 12
                      RURAL UTILITIES SERVICE REQUIREMENTS

     12.1 Rights Of Employer  Upon Event Of Default.  Upon the  occurrence of an
          -----------------------------------------
Event of Default  (as  defined in the Amended  and  Consolidated  Loan  Contract
between the  Employer  and the United  States of  America,  dated as of March 1,
1997,  which is hereby  incorporated  into the  Agreement by reference) or if an
event  occurs and is  continuing,  which  will,  with the passage of time or the
giving of notice, or both,  become an Event of Default,  and the Rural Utilities
Service requests that the Employer terminate Employee,  then notwithstanding any
other provision in this Agreement,  Employer may immediately upon written notice
to Employee terminate the employment of Employee.

     12.2  Effective  Termination  Under  Section 12.1.  Termination  under this
           -------------------------------------------
Article 12 shall be deemed a termination  without cause, unless the event or the
Event of Default which gives rise to the Rural  Utilities  Service's  request is
caused by action of Employee which permit termination for Cause under Article 7.
In either case, Employee's right to compensation will be governed by Article 7.

                                   ARTICLE 13
                                  MISCELLANEOUS

     13.1 Third Party  Beneficiaries.  There are no third party beneficiaries to
          --------------------------
this Agreement.


                                       13
<PAGE>

     13.2  Notices.  Any notice  required  or  permitted  to be given under this
           -------
Agreement  shall be sufficient if in writing and sent by certified or registered
mail to Employee's residence then on file with Employer. In the case of Employer
or any of its subsidiaries, Notice shall be sent as follows:

         Oglethorpe Power Corporation
         2100 East Exchange Place
         P.O. Box 1349
         Tucker Georgia 30085-1349
         Attention: Chairman of the Board

     13.3  Waiver Of Breach.  The waiver by  Employer or Employee of a breach of
           ----------------
any  provision of this  Agreement by the other shall not operate or be construed
as a waiver of any subsequent breach by Employee or Employer, respectively.

     13.4  Assignment.  The  rights  and  obligations  of  Employer  under  this
           ----------
Agreement  shall  inure to the benefit of and shall be binding  upon  Employer's
successors and assigns.

     13.5 Governing Law. This Agreement shall be governed by,  construed  under,
          -------------
performed, and enforced in accordance with the laws of the State of Georgia.

     13.6  Severability.  Should  any  provision  of this  Agreement  or portion
           ------------
thereof, be ruled void,  invalid,  unenforceable or contrary to public policy by
any  court  of  competent  jurisdiction,  then  any  remaining  portion  of such
provision  and all other  provisions  of this  Agreement  shall  survive  and be
applied and any invalid or unenforceable portion shall be construed or performed
to preserve as much of the original words, terms,  purpose,  and intent as shall
be permitted by law.

     13.7   Counterparts.   This  Agreement   shall  be  executed  in  duplicate
            ------------
counterparts.  Each  counterpart is deemed an original of equal dignity with the
other.  The official  executing this Agreement on behalf of Employer  represents


                                       14
<PAGE>

and warrants that he has full requisite authority to do so.

     13.8 Entire Agreement.  This Agreement sets forth the entire  understanding
          ----------------
and  agreement  of  Employer  and  Employee  with  respect  to  the   employment
relationship  between  Employer  and  Employee  which  is the  subject  of  this
Agreement.  All  courses  of  dealing,  and  prior  representations,   promises,
understandings  and  agreements,  whether oral or written,  including  all other
employment  agreements  between  Employee and Employer,  are  superseded by this
Agreement,  including,  but not limited to, the  Parties'  Employment  Agreement
dated September 15, 1999, and the Amendment to Employment  Agreement,  dated May
8, 2001. No modification of or amendment to this Agreement shall be binding upon
Employer or Employee  unless in writing and signed by both  Parties  hereto.  No
provision of this  Agreement  shall be construed  against or  interpreted to the
advantage  or  disadvantage  of either  Party by any  court,  judicial  or other
governmental  authority  by  reason of such  Party  having  been  deemed to have
structured, written, drafted or dictated such provision.

     13.9 Captions.  The title to each Article and the  underlined  headings and
          --------
titles  preceding  each  Section  of  this  Agreement  are for  the  purpose  of
identification,  convenience  and ease of  reference,  and  shall be  completely
disregarded in the construction of this Agreement.

     13.10 Prior Employment Contract. This Agreement shall supersede and replace
           -------------------------
any and all prior contracts for employment between Employer and Employee.


                                       15
<PAGE>

     IN WITNESS WHEREOF,  Employer and Employee have caused these presents to be
executed  as  of  the  date  first  stated  above.

                                            EMPLOYER:
                                            OGLETHORPE  POWER CORPORATION
                                            (An Electric Membership Corporation)

                                            By: /s/ J. Calvin Earwood
                                               -------------------------------
                                            Title: Chairman of the Board


                                            EMPLOYEE:

                                            Thomas A. Smith
                                               /s/ Thomas A. Smith
                                              --------------------------------



                                       16
<PAGE>

</TEXT>
</DOCUMENT>
