EXHIBIT 10.1.3(c)

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SECOND AMENDMENT TO
SUPPORTING ASSETS LEASE NO. 2

dated as of October 3, 1989

by and between

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION
& TRANSMISSION CORPORATION),

as Lessor

and

THE CITIZENS AND SOUTHERN NATIONAL BANK
a national banking association,
not in its individual capacity but solely
as Owner Trustee
under Trust Agreement No. 2,
dated December 30, 1985,
as amended and supplemented,
with Ford Motor Credit Company,

as Lessee

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Undivided Interest in Plant Robert W. Scherer Unit No. 2
818 MW, Nominally Rated, Coal-Fired Electric
Generating Unit Located in Monroe County, Georgia

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SECOND AMENDMENT TO SUPPORTING ASSETS LEASE NO. 2, dated as of October
3, 1989 (the "Second Amendment"; capitalized terms used herein being defined as
provided in Article 1 of the Supporting Assets Lease, as hereinafter defined),
is by and between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION CORPORATION), as Lessor ("Lessor"), and THE CITIZENS
AND SOUTHERN NATIONAL BANK, a national banking association, not in its
individual capacity but solely as Owner Trustee under the Trust Agreement
referred to on the cover page hereof with the party referred to on the cover
page hereof, as Lessee ("Lessee").

RECITALS:

a. Pursuant to that certain Trust Supplement No. 2, dated as of
October 7, 1986, to Trust Agreement No. 2, dated December 30, 1985, by and
among Ford Motor Credit Company, Wilmington Trust Company, William J. Wade,
and Lessee, Lessee has been appointed as an Owner Trustee and has accepted
the trust created thereby, and Lessee, as an Owner Trustee, has become a
party to that certain Supporting Assets Lease No. 2, dated December 30, 1985,
recorded in the Office of the Clerk of the Superior Court of Monroe County,
Georgia in Volume 203, Page 194, as amended by that certain First Amendment
to the Supporting Assets Lease No. 2, dated November 19, 1987, and recorded
in the aforesaid records in Volume 254, Page 206 (as amended, the "Supporting
Assets Lease").

b. Pursuant to that certain Plant Robert W. Scherer Units Numbers One
and Two Purchase and Ownership Participation Agreement, dated as of May 15,
1980, by and among Lessor, Georgia Power Company ("Georgia Power"), the
Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, as
amended (the "Units Agreement"), Lessor is required to convey a portion of its
undivided interest in the Plant Scherer Common Facilities (as that term is
defined in Section 1(d) of the Units Agreement) to Georgia Power, which is
obligated to acquire such undivided interest.

c. Pursuant to Section 2.4 of the Supporting Assets Lease, Lessee and
Lessor have agreed to reduce the Leasehold Estate (as that term is defined in
the Supporting Assets Lease) in connection with such conveyance.

d. Schedule 5 to the Supporting Assets Lease, due to a scrivener's
error, contains an incorrect percentage interest which is referred to in the
definition of Leasehold Estate) and the parties hereto wish to correct such
scrivener's error.

NOW, THEREFORE, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lessee and Lessor
hereby amend the Supporting Assets Lease as follows:

(1) The definition of "Leasehold Estate" from and after the
date of this Second Amendment is hereby amended by deleting the following
portion thereof: "(iii) OPC's undivided twenty-seven and two hundred twenty-five
thousandths percent (27.225%) interest in the Global Common Facilities", and
replacing it with the following: "(iii) OPC's undivided fifteen percent (15%)
interest in the Global Common Facilities". In connection therewith, Lessee
hereby releases, discharges, remises and quitclaims unto Lessor any interest in
the undivided twelve and two hundred twenty-five thousandths percent (12.225%)
interest in the Global Common Facilities formerly held by Lessee under the
Supporting Assets Lease and released hereunder.

(2) The Percentage Interest shown on Schedule 5 to the
Supporting Assets Lease, under Item (2) is hereby amended, as of December 30,
1985, by deleting "(20.2531645/.06)%" and replacing it with the following:
"(20.2531645/0.6)%".

(3) Except as expressly amended hereby, the Supporting Assets
Lease and all terms and conditions thereof shall continue in full force and
effect, unmodified and unchanged. From and after the date hereof, the Supporting
Assets Lease and all references thereto shall mean and include the Supporting
Assets Lease as amended by this Second Amendment.

This Second Amendment may be executed in any number of counterparts and
by each of the parties hereto on separate counterparts, all such counterparts
together constituting but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed under seal by their respective officers thereunto
duly authorized as of the day and year hereinabove written.

LESSOR:

OGLETHORPE POWER CORPORATION (AN
ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION)

Signed, sealed and delivered
in the presence of: By: /s/ F. F. Stacy
---------------------------------
Name: F. F. Stacy
Title: President and Chief Executive
Officer
/s/ Alan J. Lowenthal
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Unofficial Witness

/s/ Sharon Webster Attest: /s/ John S. Sr. Dean, Sr.
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Notary Public Name: John S. Dean,
Title: Secretary-Treasurer
My commission expires:
December 30, 1991 [CORPORATE SEAL]
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[NOTARY SEAL]

Executed by the above Notary
Public on this 2nd day of
October, 1989.

[Signatures Continued on Next Page]

[Signatures Continued From Previous Page]

LESSEE:

THE CITIZENS AND SOUTHERN NATIONAL
BANK, a national banking
association, not in its individual
capacity but solely as Owner Trustee
under the Trust Agreement referred
to on the cover page hereof

Signed, sealed and delivered
in the presence of: By: /s/ Joe D. Deadwyler
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Name: Joe D. Deadwyler
Title: Vice President
/s/ A. Street
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Unofficial Witness

/s/ William D. Whipple Attest: /s/ Susan L. Adams
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Notary Public Name: Susan L. Adams
Title: Vice President

My commission expires:
December 6, 1991 [BANK SEAL]
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[NOTARY SEAL]

Executed by the above Notary
Public on this 27th day of
September, 1989.

SCHEDULE TO EXHIBIT 10.1.3(C)

Second Amendment to Supporting Assets Lease No. 2

The following table sets forth the differences found in three
substantially identical Second Amendments to Supporting Assets Leases, each
dated as of the same date as the above lease. Paragraph a of the Recitals, in
each respective Second Amendment to Supporting Assets Lease, contains recording
information for its original Supporting Assets Lease, dated as of December 30,
1985 and its First Amendment to Supporting Assets Lease, dated as of
November 19, 1987, all filed with the Office of the Clerk of the Superior
Court of Monroe County, Georgia.

Recording Information
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Supporting First Amendment to
Agreement No. Owner Participant Assets Lease Supporting Assets Lease
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1 IBM Credit Financing Corporation Vol. 203, Pg.80 Vol. 254, Pg. 202

3 Chrysler Capital Corporation Vol. 203, Pg.308 Vol. 254, Pg. 210

4 HEI Investment Corp. Vol. 204, Pg.72 Vol. 254, Pg. 214

Except as noted above, the only additional difference between Second
Amendment to Supporting Assets Lease No. 2 and the other three Second Amendments
to Supporting Assets Leases is that Second Amendment to Supporting Assets Lease
No. 2 has two additional paragraphs as set forth below:

d. Schedule 5 to the Supporting Assets Lease, due to a scrivener's
error, contains an incorrect percentage interest (which is referred to in the
definition of Leasehold Estate) and the parties hereto wish to correct such
scrivener's error.