Amendment No. 2 dated as of November 8, 2019 to Construction Completion Agreement between Georgia Power, for itself and as agent for OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Bechtel

This AMENDMENT NO. 2 (this “Amendment”) TO THE CONSTRUCTION COMPLETION AGREEMENT, dated October 23, 2017 (together with the Exhibits thereto, as amended, the “Agreement”), by and between GEORGIA POWER COMPANY, a Georgia corporation (“GPC”), acting for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, each a Georgia limited liability company, 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 (hereinafter referred to individually and collectively as “Owners”), and BECHTEL POWER CORPORATION, a Nevada corporation (“Contractor”), is entered into as of the 8^th day of November, 2019. Owners and Contractor are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

WHEREAS, Owners are presently developing and constructing two new nuclear plant units and related facilities, structures and improvements at the Vogtle plant site in Georgia, which units are designated as Vogtle Units 3 and 4;

WHEREAS, Owners and Contractor entered into the Agreement, as of October 23, 2017, for Contractor to provide certain services in order for Owners to complete the construction of the Vogtle Units 3 and 4, pursuant to the terms and conditions set forth in the Agreement;

WHEREAS, Owners and Contractor entered into Amendment NO. 1 to the Agreement, as of October 14, 2018;

WHEREAS, Owners and Contractor have agreed to revise certain provisions of the Agreement;

NOW, THEREFORE, in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:

(v)    Third party contractor personnel seconded or contracted to Southern Nuclear under one or more agreements and in turn seconded by Southern Nuclear to Contractor under the Amended and Restated Staff Augmentation Agreement for the purpose of performing work package scope and/or planning as generally described in Exhibit A,

Table 1 (“Third Party Secondees”) shall not be taken into consideration for purposes of adjusting the Target Construction Cost as contemplated in Section 11.2(iii) above. However, the Target Construction Cost shall be decreased or increased (as applicable) to reflect the amount by which the cost to Southern Nuclear of the Third Party Secondees during the period from August 1, 2018 through the Unit 4 Mechanical Completion Date is greater or less than $53,100,000 (e.g., if such cost is $54,100,000, then the Target Construction Cost shall be decreased by $1 million).

Section 1.3    In Exhibit B, paragraph 1 of the Agreement, replace “(“To-Go Quantities”)” after Tables 1 through 11 with “(“10/23/2017 Remaining To-Go Quantities (Revised)”)”.

Section 1.4    Exhibit B, Tables 1-11 of the Agreement is deleted and replaced with the table in Attachment 2 to this Amendment.

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written.