OGLETHORPE POWER CORP
EMPLOYMENT AGREEMENT WILLIAM CLAYTON ROBBINS
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WILLIAM CLAYTON ROBBINS
<TEXT>



                                                               EXHIBIT 10.28


                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT is effective as of August 1, 2000,  between  Oglethorpe
Power  Corporation  ("the Company") and William Clay Robbins  ("Employee").  The
Company desires to employ Employee,  and Employee  desires to accept  employment
with the  Company,  under the  following  terms and  conditions.  Therefore,  in
consideration of Employee's  employment with the Company and the mutual promises
and conditions  contained in this  Agreement,  the adequacy of which the parties
hereby acknowledge, Employee and the Company agree as follows:

1.   Term.  Subject to the provisions for automatic  renewal and  termination as
provided herein below, the term of this Agreement shall commence effective as of
August 1, 2000, and shall terminate at 12:00 a.m. on December 31, 2001.

     (a)  Automatic  Renewal.  On  December  1, 2000,  and on December 1 of each
subsequent  year, the expiration date of this Agreement  shall be  automatically
extended for one additional year, unless on or before November 30, 2000 (for the
initial  term),  or thirteen (13) months  before the  expiration of any extended
term,  either Party  provides to the other  written  notice of its desire not to
automatically renew this Agreement.

2.   Employee's Duties.  Employee shall serve the Company in the position of Sr.
Vice President of Finance and Administration.  Employee shall perform all duties
of this position,  as assigned by the CEO, President,  or the Board of Directors
of the Company (or other designee).

3.   Compensation and Related Matters

     (a) Base Salary.  For all services  rendered by Employee during the term of
this  Agreement,  the Company shall pay Employee a minimum annual base salary of
$164,000,   payable  in  equal   semi-monthly   installments,   less  applicable
withholdings.  Employee's  base  salary  will be subject to review and  possible
upward adjustment, subject to the sole discretion of the Company.

     (b) Bonus  Eligibility.  Employee will be eligible for consideration for an
annual bonus and other incentive compensation plans generally available to other
similarly situated executive or managerial  employees,  such as the OPC Variable
Pay  Program.  Such a bonus,  if awarded,  will be an amount  determined  by the
Company in its sole  discretion.  Employee must be employed by the Company as of
December  31st of the award year in order to receive it;  however,  in the event
Employee is  terminated  not for Cause during the last quarter of an award year,
Employee will be eligible to receive a prorated bonus based on attainment of the
applicable goals during Employee's  employment.  Any prorated bonus will be paid
in accordance with the Company's regular bonus payment schedule.

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4.       Termination and Severance.


     (a) Termination for Cause. The Company may terminate Employee's  employment
with the  Company at any time if it  believes in good faith that it has Cause to
do so. "Cause" shall be defined as: (a) Employee's failure to perform his duties
that  causes or is likely to cause  material  harm to the  Company  or  material
interference with its operations;  (b) Employee's substantial,  material failure
to comply with the Company's written  directions or policies;  or (c) Employee's
engaging in conduct that is unlawful or disreputable,  to the possible  material
detriment of the Company,  its affiliates,  its  predecessors or successors,  or
Employee's own reputation;  provided,  however, that with respect to (a) and (b)
above,  Employee  has been given  prompt  notice of the failure and a reasonable
opportunity to cure it. In the event of a termination for Cause, or in the event
of Employee's  death or disability,  all salary and other  benefits  provided to
Employee under this Agreement  shall cease as of the date of termination  except
for any life and/or disability  insurance proceeds that become payable by reason
of employees death or disability.

     (b) Termination not for Cause;  Resignation  with Good Reason.  The Company
may  terminate  Employee's  employment  at any time upon two weeks notice to the
Employee.  In the event the Company  terminates  Employee's  employment  not for
Cause or in the event  Employee  resigns  with Good Reason (as  defined  below),
Employee shall receive as severance pay the equivalent of one year of Employee's
then-current base salary, less applicable withholdings, payable in lump-sum form
(referred to as  "Severance  Pay").  In  addition,  the Company will provide the
equivalent of six months (6) medical allowance,  and outplacement services to be
determined by the company.  However, Employee will only receive Severance Pay if
Employee  signs a form  releasing all claims  against the company which shall be
furnished by the Company, no later than 45 days after the effective  termination
date (or within 45 days after an arbitrator determines that Employee is entitled
to such payments), and Employee does not thereafter revoke the release.

     (c) Resignation without Good Reason.  Employee may resign his employment at
any time upon two weeks  notice to the Company.  In such event,  if requested by
the Company,  Employee shall  continue to render  services and shall be paid his
regular  salary  and  receive  normal  benefits  up to  the  effective  date  of
termination.  In the event of a resignation  without Good Reason, all salary and
other benefits  provided to Employee under this Agreement  shall cease as of the
date of  termination.  "Good  Reason"  shall be defined  as:  (a) a demotion  or
material  reduction  or  alteration  of  Employee's  job title or job duties and
responsibilities  inconsistent with Employee's current position; (b) a reduction
of Employee's base salary; or (c) a relocation of Employee's principal office by
more than 50 miles.


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<PAGE>



     5. This Agreement to be Kept Confidential.  As a material condition to this
Agreement,  Employee agrees not to disclose the terms of this Agreement, without
the Company's prior written permission, to anyone other than an immediate family
member, or an attorney,  accountant, or other professional advisor who agrees in
advance to honor  this  confidentiality  requirement.  This  provision  does not
prohibit  Employee  from  disclosing  the terms of this  Agreement to the extent
necessary to enforce this  Agreement,  nor does it prohibit  disclosures  to the
extent legally required by a subpoena or court order,  provided that the Company
is  notified  in writing of such a  disclosure  obligation  within five (5) days
after it  arises.  In the  event  that  Employee  violates  the  confidentiality
obligations  of this  Paragraph,  the Company  reserves the right to cancel this
Agreement.

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

7.   Arbitration  of  Disputes.  Final  and  binding  arbitration  shall  be the
exclusive remedy for all disputes between the Company and Employee regarding the
validity,  interpretation,  or effect of this  Agreement.  Any such  arbitration
shall  be  in  accordance  with  the  procedures  of  the  American  Arbitration
Association  ("AAA"). The arbitration hearing will be held before an experienced
employment  arbitrator or panel of  arbitrators  licensed to practice law in the
state of Georgia and selected in accordance with the rules of the AAA. The forum
for such arbitration shall be Atlanta, Georgia. The party seeking arbitration of
a dispute under this Paragraph must give specific written notice of any claim to
the other party within six (6) months of the date the party seeking  arbitration
first has  knowledge  of the event giving rise to the  dispute;  otherwise,  the
claim  shall be void and  deemed  waived,  even if there is a  federal  or state
statute of limitations which would have given more time to pursue the claim.

8.   Notice. Any notice required or desired to be given under this Agreement by
Employee  to the  Company  shall  be  provided  in  writing  via  hand-delivery,
facsimile  (with  confirmation  of delivery),  recognized  express  courier,  or
Certified Mail to Director of Human  Resources,  Oglethorpe  Power  Corporation,
2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270- 7676.
Any notice  required or desired to be given under this  Agreement  by Company to
the Employee shall be provided in writing via hand-delivery,  recognized express
courier,  or Certified Mail to Employee at the address  listed below  Employee's
signature or at Employee's Company office. Notice shall be deemed given upon the
date of delivery.  Addresses  or  facsimile  numbers may be changed by providing
notice in accordance with this Paragraph.

9.   Assignment  and  Successorship.  The rights and  obligations of the Company
under this  Agreement  shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company.  This Agreement shall also be binding
upon and shall inure to the  benefit of  Employee  and  Employee's  estate,  but
Employee  may not assign  any of rights or  delegate  any duties or  obligations
under this Agreement, except to the extent permitted under the Company's benefit
plans.


                                  Page 3 of 4
<PAGE>


10.  Complete  Agreement.  This Agreement shall  constitute the entire agreement
between the parties hereto with respect to the subjects  addressed  herein.  Any
subsequent  alteration or modification to this Agreement must be made in writing
and signed by both parties.


                  So agreed, effective as of the date written on page 1 above.

EMPLOYEE:                                         COMPANY:

         /s/  William Clayton Robbins              /s/  Thomas A. Smith
         ----------------------------              --------------------

Date:             8/8/00                          Date:           8/7/00
     -------------------------------------------       -------------------

Printed Name:      William Clayton Robbins        Printed Name:  Thomas A. Smith
             --------------------------------                   ----------------

                                                  Title:      President and CEO
                                                           ---------------------

                                  Page 4 of 4


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