EXHIBIT 10.1.4(c)

- --------------------------------------------------------------------------------

SECOND AMENDMENT TO
SUPPORTING ASSETS SUBLEASE NO. 2

dated as of October 3, 1989

by and between

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 Sublessor

and

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

as Sublessee

- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------

SECOND AMENDMENT TO SUPPORTING ASSETS SUBLEASE NO. 2, dated as of
October 3, 1989 (the "Second Amendment"; capitalized terms used herein being
defined as provided in Section 1 of the Supporting Assets Sublease, as
hereinafter defined), is by and between 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 Sublessor ("Sublessor"),
and OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION), as Sublessee ("Sublessee").

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 Sublessor, Sublessor has been appointed as an Owner Trustee and has
accepted the trust created thereby, and Sublessor, as an Owner Trustee, has
become a party to that certain Supporting Assets Sublease No. 2, dated
December 30, 1985, recorded in the Office of the Clerk of the Superior Court
of Monroe County, Georgia in Volume 207, Page 214, as amended by that certain
First Amendment to the Supporting Assets Sublease No. 2, dated November 19,
1987, and recorded in the aforesaid records in Volume 254, Page 222 (as
amended, the "Supporting Assets Sublease").

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 Sublessee, Georgia Power Company ("Georgia Power"), the
Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, as
amended (the "Units Agreement"), Sublessee 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 of the Supporting Assets Sublease, Sublessee
and Sublessor have agreed to reduce the Leasehold Estate (as that term is
defined in the Supporting Assets Sublease) in connection with such conveyance.

d. Schedule 5 to the Supporting Assets Sublease, 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, Sublessee and Sublessor hereby
amend the Supporting Assets Sublease 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, Sublessee
hereby releases, discharges, remises and quitclaims unto Sublessor any interest
in the undivided twelve and two hundred twenty-five thousandths percent
(12.225%) interest in the Global Common Facilities formerly held by Sublessee
under the Supporting Assets Sublease and released hereunder.

(2) The Percentage Interest shown on Schedule 5 to the
Supporting Assets Sublease 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
Sublease 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 Sublease and all references thereto shall mean and include the Supporting
Assets Sublease 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 hereinafter written.

SUBLESSOR:

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
-----------------------------------
Name: Joe D. Deadwyler
Title: Vice President
/s/ A. Street
- ---------------------------
Unofficial Witness

/s/ William D. Whipple
- ---------------------------
Notary Public Attest: /s/ S. Adams
-------------------------------
Name: Susan L. Adams
My commission expires: Title: Vice President
December 6, 1991
- ---------------------------

[NOTARY SEAL] [BANK SEAL]

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

[Signatures Continued on Next Page]

[Signatures Continued From Previous Page]

SUBLESSEE:

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
/s/ Alan J. Lowenthal Title: President & Chief Executive Officer
- ----------------------------
Unofficial Witness

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

[NOTARY SEAL] [BANK SEAL]

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

SCHEDULE TO EXHIBIT 10.1.4(C)

Second Amendment to Supporting Assets Sublease No. 2

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

Recording Information
---------------------

Supporting First Amendment to
Agreement No. Owner Participant Assets Sublease Supporting Assets Sublease
------------- ----------------- --------------- --------------------------

1 IBM Credit Financing Corporation Vol. 207,Pg. 108 Vol. 254, Pg. 218

3 Chrysler Capital Corporation Vol. 207,Pg. 320 Vol. 254, Pg. 226

4 HEI Investment Corp. Vol. 208,Pg. 76 Vol. 254, Pg. 230

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