POWER SUPPLY AGREEMENT

This POWER SALES AGREEMENT ("Agreement"), is made and entered into as of __________________, by and between PPL Electric Utilities Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania, having its principal business at Two North Ninth Street, Allentown, Pennsylvania, 18101-1179, hereinafter referred to as "Seller" or "PPL Electric Utilities," and PPL EnergyPlus, LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania, having its principal business at Two North Ninth Street, Allentown, PA 18101-1179, hereinafter referred to as "Buyer" or "PPL EnergyPlus," (individually, the "Party" and collectively, the "Parties"). Capitalized terms shall have the meaning set forth in the Definitional Annex to this Agreement.

WHEREAS, PPL Corporation has undertaken a corporate realignment under which its direct subsidiary PPL Electric Utilities, a traditional public utility, will separate its competitive electric power business, including its generation assets and power marketing business, from its fully-regulated transmission and distribution business; and

WHEREAS, pursuant to its obligations under the Public Utility Regulatory Policies Act of 1978 ("PURPA"), PPL Electric Utilities entered into contracts ("QF Contracts") with various counterparties to purchase Power from certain Qualifying Facilities ("QF Power");

WHEREAS, PPL Electric Utilities desires to sell such QF Power to PPL EnergyPlus, and PPL EnergyPlus desires to purchase such QF Power; and

WHEREAS, PPL Electric Utilities is authorized by FERC to engage in wholesale Power transactions at market based rates pursuant to PPL Electric Utilities’ Market-Based Rate Tariff, FERC Electric Tariff, Revised Volume No. 5.

NOW THEREFORE, in consideration of the mutual agreements, covenants and conditions herein contained, and intending to be legally bound, Buyer and Seller hereby agree as follows:

ARTICLE 1

COMMITMENTS OF THE PARTIES

1.1 Sale of Energy, Capacity and Ancillary Services. PPL Electric Utilities shall sell QF Power to PPL EnergyPlus and PPL EnergyPlus shall purchase QF Power from PPL Electric Utilities.

1.2 Services. Beginning on the Effective Date, PPL EnergyPlus shall provide to PPL Electric Utilities the following services:

(a) submit the following data to PJM on behalf of PPL Electric Utilities on a timely basis following PPL EnergyPlus’ receipt of such data from PPL Electric Utilities or from the Qualifying Facility: (i) unit commitment, generation schedules and outage data regarding each Qualifying Facility as described in the PJM Manuals and/or through verbal or other notice to PJM; (ii) real-time and hourly integrated data regarding Qualifying Facility output; (iii) NERC Generator Availability Data regarding each Qualifying Facility; and (iv) any other generation or capacity data required by PJM; and

(b) notify each Qualifying Facility, on a timely basis following receipt of notice from PJM, of the following: (i) generation dispatch directions regarding such Qualifying Facility; and (ii) the implementation of emergency procedures as defined in the PJM Manuals; and

(c) Schedule with or report to PJM the energy, capacity and Ancillary Services sold by PPL Electric Utilities under this Agreement. When required by PJM, PPL Electric Utilities shall confirm these schedules.

1.3 Transmission Service. PPL Electric Utilities shall be responsible for any transmission service to the Delivery Point. PPL EnergyPlus shall be responsible for transmission service from the Delivery Point.

ARTICLE 2

DELIVERY POINT AND TITLE

2.1 Delivery Point(s). The Delivery Point shall be the PPL Zone, as defined in the PJM Tariff. Seller shall deliver Power to Buyer at the Delivery Point(s).

2.2 Reliability Guidelines. Each Party agrees to adhere to accepted Good Utility Operating Practice and specifically adhere to the applicable operating policies, criteria and/or guidelines of the North American Electric Reliability Council ("NERC") and any regional or subregional requirement.

2.3 Title Transfer. Title to, possession of, and risk of loss of Power Scheduled and received or delivered hereunder shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that at the time of delivery Seller shall have good title to the Power sold and delivered hereunder and the right to sell such Power to Buyer.

ARTICLE 3

PRICE

3.1 Monthly Payment. During any given month of this Agreement, the amount due monthly by PPL EnergyPlus to PPL Electric Utilities under this Agreement shall equal the sum of the amounts owed by PPL Electric Utilities to each Qualifying Facility for such month.

ARTICLE 4

TERM OF AGREEMENT

4.1 Term. The term of this Agreement shall commence on the Closing Date ("Effective Date") and shall remain in effect until the latest date upon which PPL Electric Utilities is obligated under any QF Contract to purchase QF Power.

ARTICLE 5

BILLING AND PAYMENT

5.1 Billing and Payments. PPL Electric Utilities shall submit a statement to PPL EnergyPlus each month within two (2) days following the date upon which PPL Electric Utilities or its designee reads the meter or estimates the output of each Qualifying Facility from which PPL Electric Utilities is obligated to purchase QF Power during the previous month. The statement shall be paid by PPL EnergyPlus on or before twenty five (25) days after the date upon which PPL Electric Utilities or its designee reads the meter or estimates the output of such Qualifying Facility. PPL EnergyPlus will pay all amounts set forth in statements on or before the date that such amounts are due.

5.2 Billing Disputes. In the event any portion of any bill is in dispute, PPL EnergyPlus shall pay the undisputed amount to PPL Electric Utilities and shall submit a detailed written explanation of the basis for the dispute within the time periods specified for payment in Section 5.1. The Parties shall use their best efforts to attempt to resolve such disputes on a timely basis. Upon determination of the correct billing amount, the adjusted bill shall be paid promptly after such determination with interest at the Interest Rate and computed from the date payment was originally due to the date payment is made. If the Parties are unable to resolve the dispute, either Party may exercise its available administrative or legal remedies, including those set forth in Section 5.5 below.

5.3 Audit. Each Party or any third party representative of a Party has the right at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of this Agreement. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof shall be made prior to the lapse of two years from the rendition of such statement, and provided further that the rights set forth in the first sentence of this Section 6.3 will survive until two years after termination of this Agreement.

5.4 Records. Each Party shall keep such records as may be necessary to afford the other a clear history of all deliveries or receipts of Power under this Agreement. Records shall be maintained for a period necessary to comply with Section 5.3 and shall be made available as necessary to verify the accuracy of bills submitted under this Agreement

5.5 Dispute Resolution. (a) In the event of a dispute between the Parties arising under this Agreement, the Parties will work together in good faith to resolve the dispute. If the Parties are unable to resolve such dispute between themselves within five days after written notification by one Party to the other of the existence of such dispute, they shall immediately refer such matter to their internal upper management for resolution. If the management of the Parties is unable to resolve the dispute within ten days after the matter is brought to their level for review, either Party may bring a claim or suit in accordance with the provisions of Section 11.5 of this Agreement, and agrees that service of process may be made upon it in any legal proceeding relating to this Agreement at the address indicated in Section 11.3, and hereby waives and agrees not to assert, in a motion, as a defense or otherwise, that any such proceeding is brought in an inconvenient forum or that the venue thereof is improper. Each Party shall pay its own attorneys' fees and expenses, except that if the prevailing Party is required to initiate proceedings to enforce the award or confirm judgment, the prevailing Party shall be entitled to recover its costs and attorneys' fees associated with such action. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL.

(b) Notwithstanding the dispute procedure provided in this Article 5, the Parties have no obligation to use such dispute resolution process where the dispute involves confidentiality or the infringement of intellectual property rights. In the event of a breach of confidentiality or a claim of infringement under this Agreement, the Party seeking redress shall have the right to bring a claim or suit in accordance with Section 11.5 immediately.

ARTICLE 6

INDEMNIFICATION

6.1 Seller’s Indemnification of Buyer. Seller hereby agrees to indemnify, defend and hold harmless Buyer, its agents, servants and Affiliates and the respective officers, directors, employees and representatives (collectively, "Buyer’s Indemnitees") of each, from and against any and all losses, claims, damages or liabilities (including reasonable attorneys’ fees actually incurred including, without limitation, penalties or fines imposed by government authorities) arising out of the fraud, negligence, or willful misconduct of Seller relating to Power delivered under this Agreement until such Power has been delivered to Buyer at the Delivery Points including, without limitation, the loss of/or claims for loss or damage to property, except to the extent caused by the fraud, negligence or the willful misconduct of the Buyer’s Indemnitees and provided that Seller shall be promptly notified in writing of any such claim or suit brought against any such Buyer Indemnitee. The foregoing notwithstanding, Seller’s obligations under this Agreement towards any Buyer Indemnitee are conditioned upon such Buyer Indemnitee providing such cooperation as Seller may reasonably request in connection with its defense or settlement of the claim or suit against such Buyer Indemnitee.

6.2 Buyer’s Indemnification of Seller. Buyer hereby agrees to indemnify, defend and hold harmless Seller, its agents, servants and Affiliates and the respective officers, directors and employees and representatives (collectively, "Seller’s Indemnitees") of each, from and against any and all losses, claims, damages or liabilities to third parties (including reasonable attorneys’ fees actually incurred including, without limitation, penalties or fines imposed by government authorities) arising out of the fraud, negligence, or willful misconduct of Buyer relating to Power delivered under this Agreement after such Power has been delivered to Buyer at and from the Delivery Points including, without limitation, the loss of/or claims for loss or damage to property, except to the extent caused by the fraud, negligence or the willful misconduct of the Seller’s Indemnitees and provided that Buyer shall be promptly notified in writing of any such claim or suit brought against any such Seller Indemnitee. The foregoing notwithstanding, Buyer's obligations under this Agreement towards any Seller Indemnitee are conditioned upon such Seller Indemnitee providing such cooperation as Buyer may reasonably request in connection with its defense or settlement of the claim or suit against such Seller Indemnitee.

ARTICLE 7

CHANGE IN OWNERSHIP OR CONTROL;

ASSIGNMENT AND SUCCESSION

7.1 Change in Ownership or Control. This Agreement shall terminate upon any change of ownership or control of either Party, unless such change in ownership or control arises from the transfer of ownership or control to an entity that is an affiliate of each Party.

7.2 Assignment and Succession. Neither Party shall assign all or part of this Agreement or its rights hereunder except to another affiliate of PPL Corporation.

ARTICLE 8

LIMITATION OF LIABILITY AND FORCE MAJEURE

8.1 Force Majeure.

(a) In the event either Party is rendered unable, by an event of Force Majeure, to carry out wholly or in part its obligations under this Agreement and such Party gives notice and full particulars of such event of Force Majeure to the other Party as soon as practicable after the occurrence of the event relied on, then the obligations of the Party affected by such event of Force Majeure under this Agreement, other than the obligation to make payments then due or becoming due hereunder, shall be suspended from the inception and throughout the period of continuance of any such inability so caused, but for no longer period, and such event of Force Majeure shall, so far as and as soon as practicable, be remedied by application of Good Utility Operating Practice; provided however, that no provision of this Agreement shall be interpreted to require Seller to deliver, or Buyer to receive, Power at points other than the Delivery Point(s).

(b) "Force Majeure" means any cause which the Party claiming Force Majeure (the "Claiming Party"), was unable, in the exercise of due diligence and Good Utility Operating Practice, to avoid, did not intend, and which is beyond the control, and without the fault or negligence, of the Claiming Party and which renders the Claiming Party unable to carry out wholly or in part its obligations under this Agreement. Force Majeure includes, but is not restricted to: flood; earthquake; geohydrolic subsidence; tornado; storm; fire; civil disturbance or disobedience; labor dispute; labor or material shortage; sabotage; action or restraint by court order or public or governmental authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such government action); and reductions or interruptions in services which, in a Claiming Party’s reasonable judgment are necessary to protect generating or transmission facilities or the reliability of transmission facilities; including the integrity, safety, reliability or operation of any interconnected electric grid or system; and government action that results in the price at which Power may be made available under this Agreement being fixed or established by any government authority at a level that results in a price that may be charged under this Agreement that (i) in the case of Seller, is lower than the Contract Price and (ii) in the case of Buyer, is higher than the Contract Price; provided, however, that such government action does not include the imposition of any Taxes. Interruption by a Transmitting Utility shall not be deemed to be Force Majeure unless (i) the Party contracting with such Transmitting Utility shall have made arrangements with such Transmitting Utility for the firm point-to-point transmission services, network integration transmission service, and/or similar firm transmission service, as defined under the Transmitting Utility’s tariff or other applicable tariff, of the Power to be delivered or received hereunder and (ii) such interruption is due to an event of force majeure as defined in the Transmitting Utility’s tariff or other applicable tariff. Nothing contained herein shall be construed to require a Claiming Party to settle any strike or labor dispute.

8.2 Limitation of Liability. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES HEREBY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED TO DIRECT DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, FOR CONTRACT OR OTHERWISE.

ARTICLE 9

TAXES

9.1 Allocation of and Indemnity for Taxes. The Contract Price paid hereunder includes full reimbursement for and Seller is liable for and shall pay or cause to be paid, or reimburse Buyer if Buyer shall have paid, all Taxes applicable to the Power sold hereunder prior to the Delivery Point(s) ("Seller’s Taxes"). In the event Buyer is required to remit any of Seller’s Taxes, the amount thereof shall be deducted from any sums becoming due to Seller hereunder. Seller shall indemnify, defend and hold Buyer harmless from any liability for all Seller’s Taxes. The Contract Price does not include reimbursement for and the Buyer is liable for and shall pay, cause to be paid or reimburse Seller if Seller shall have paid, all Taxes applicable for the Power sold hereunder at and after the Delivery Point(s) ("Buyer’s Taxes"). Buyer shall indemnify, defend and hold Seller harmless from any liability for all Buyer’s Taxes.

9.2 Cooperation. Both Parties shall use reasonable efforts to administer this Agreement and implement the provisions in accordance with their intent to minimize Taxes.

ARTICLE 10

DEFAULT, SECURITY AND RESPONSIBILITY

10.1 Default. In the event either Party ("Defaulting Party") (a) defaults in payment or performance of any obligation to the other Party under this Agreement, provided that such default in payment or performance shall be deemed an Event of Default under this Article if not cured within ten (10) Business Days following written notice by the non-defaulting Party of such default in payment or performance; (b) makes an assignment or any general arrangement for the benefit of creditors; (c) files a petition or otherwise commences, authorizes, or acquiesces in commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceedings commenced against it; (d) otherwise becomes bankrupt or insolvent (however evidenced), then the non-defaulting Party, upon written notice given no later than sixty (60) days after the discovery of the Event of Default, has the right to (i) suspend performance under this Agreement; (ii) terminate this Agreement; and/or (iii) withhold any payment due under this Agreement.

ARTICLE 11

MISCELLANEOUS

11.1 Regulatory. It is understood by the Parties that this Agreement and performance hereunder is subject to all present and future valid and applicable laws, orders, statutes, and regulations of courts or regulatory bodies (state or federal) having jurisdiction over Buyer, Seller or this Agreement.

11.2 Monitoring and Recording. Each Party acknowledges and consents to the monitoring and recording of all telephone conversations between its representatives whose conversations are monitored and recorded in the normal course of business and the representatives of the other Party. Any recording of such conversations may be introduced to prove the intent of this Agreement; provided however, that nothing of such conversations herein shall be construed as a waiver of any objection to the introduction of such evidence on the grounds of relevance.

11.3 Notices. Any notice, request, demand, statement, or payment provided for in this Agreement shall be confirmed in writing, unless otherwise noted, and shall be made as specified below; provided, however, that notices of interruption and communications to Transmitting Utility(ies) may be provided verbally, effective immediately and, upon request, confirmed in writing. A notice sent by facsimile transmission shall be deemed received by the close of the Business Day on which such notice was transmitted or such earlier time as confirmed by the receiving Party and notice by overnight mail or courier shall be deemed to have been received two (2) Business Days after it was sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior verbal communication in which case any such notice shall be deemed received on the day sent. Notices shall be addressed to the Parties as

follows or to such other address as Buyer or Seller shall from time to time designate by letter properly addressed:

11.4 Entirety. This Agreement and any Appendixes and Exhibits hereto constitute the entire agreement between the Parties hereto. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those herein expressed. Except for those matters which, in accordance with this Agreement, may be resolved by the Parties and documented electronically, it is further agreed that no amendment, modification or change herein shall be enforceable, except as specifically provided for in this Agreement, unless produced in writing and executed by both Parties.

11.5 Governing Law and Venue. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles. Any such proceeding shall be brought in the Courts of the Commonwealth of Pennsylvania, except to the extent that the FERC has exclusive jurisdiction over the subject matter of the proceeding.

11.6 Non-Waiver. No waiver by either Party hereto of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature.

11.7 Severability. Except as otherwise stated herein, any provision, article or section of this Agreement that is declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of statutory change, will not otherwise affect the lawfulness, enforceability and applicability of the remaining provisions, articles or sections of this Agreement, nor shall it affect the obligations that arise under this Agreement.

11.8 Headings. The headings used for the Articles herein are for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the day and year first written above.

DEFINITIONAL ANNEX

All references to Articles, Sections, Exhibits and Annexes are to those set forth in or appended to this Agreement. Reference to any document means such document as amended from time to time and reference to any Party includes any permitted successor or assignee thereof. The following definitions and any terms defined internally in this Agreement shall apply to this Agreement and all notices and communications made pursuant to this Agreement.

In addition to terms defined elsewhere in this Agreement, the following definitions shall apply hereunder:

"Affiliate" means with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For purposes of the foregoing definition, "control" means the direct or indirect ownership of more than five percent (5%) of the outstanding capital stock or other equity interests having ordinary voting power.

"Business Day" means any day on which Federal Reserve member banks in New York, New York are open for business. A business day shall open at 8:00 a.m. and close at 5:00 p.m. local time for each Party’s principal place of business.

"Closing" shall mean the closings of the transaction(s) under which PPL Martins Creek, LLC, PPL Montour, LLC, PPL Brunner Island, LLC, PPL Holtwood, LLC and PPL Susquehanna, LLC will acquire the generating facilities of PPL Electric Utilities pursuant to the corporate realignment of PPL Corporation.

"Closing Date" shall mean the date and time at which the Closing occurs.

"Control Area" means an electric system or combination of electric systems to which a common automatic generation control scheme is applied in accordance with Good Utility Operating Practices to:

(1) match, at all times, the power output of the generators within the electric system(s) and Power purchased from entities outside the electric system(s), with the load within the electric system(s);

(2) maintain scheduled interchange with other Control Areas;

(3) maintain the frequency of the electric system(s) within reasonable limits; and

(4) provide sufficient generating capacity to maintain spinning and operating reserves.

"Effective Date" shall have the meaning set forth in Section 4.1.

"FERC" means the Federal Energy Regulatory Commission or any successor agency.

"Good Utility Operating Practice" means the practices, methods and acts engaged in or approved by a significant portion of the electric power industry during the relevant time period, or the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result consistent with reliability, safety, expedition, the requirements of governmental agencies having jurisdiction and, if appropriate or relevant under the transaction in question, at the lowest reasonable cost; such term is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to constitute a spectrum of acceptable practices, methods or acts.

"Interest Rate" means the prime rate of interest published by Mellon Bank of Philadelphia or any successor thereto plus two hundred basis points as in effect from time to time; provided, however, that the Interest Rate shall not exceed the maximum rate permitted by applicable law.

"Power" means electric capacity or energy, or any combination thereof. Energy delivered as a component of power shall be of the type commonly known as three-phases sixty-cycle alternating current.

"QF Contract" means a contract between PPL Electric Utilities and a Qualifying Facility for the purchase of QF Power.

"QF Power" means the quantity of Power that PPL Electric Utilities is obligated to purchase from Qualifying Facilities at any given time during the term of this Agreement.

"Qualifying Facility" shall be any facility having the meaning set forth in 18 C.F.R. § 292.101(b)(1) and from which PPL Electric Utilities is obligated to purchase Power.

"Schedule" means communicating with and confirming with all Transmitting Utilities as well as between Buyer and Seller that a particular amount of Power is to be delivered or received and providing all such information and satisfying all such requirements as may be necessary to cause such Parties to recognize and confirm the delivery or receipt of the Power. All scheduling of services with Transmitting Utility(s) and Control Area(s) shall be accomplished in compliance with the scheduling rules of those Transmitting Utility(ies) and Control Area(s).

"Taxes" means all ad valorem, property, occupation, utility, gross receipts, sales use, excise, and other taxes or governmental charges, licenses, permits, and assessments, other than taxes based on net income or net worth.

"Transmitting Utility" means the utility or utilities and their respective Control Areas transmitting Power from the Power Resources to the Delivery Point(s).