Agreement Executed on December 16, 1999

On December 16, 1999, PPL Electric Utilities and PPL EnergyPlus Co. entered into Power Supply Agreement under which PPL Electric Utilities will supply the partial energy and capacity requirements associated with PPL EnergyPlus Co.'s competitively acquired retail load located within the PJM Control Area and those portions of Pennsylvania and Maryland not in the PJM Control Area. The Power Supply Agreement applies to sales of capacity, energy reservation and load following energy, as defined under the Power Supply Agreement, for delivery no earlier than January 1, 2000 and no later than December 31, 2000.

The contract price consists of: (a) an option premium in the amount of $1,000,000 plus $3,650 per megawatt year multiplied by the largest monthly reservation nominated by PPL EnergyPlus Co. under the Agreement; (b) a monthly charge for capacity (for load located within the PJM Control Area) or energy reservation (for load located outside the PJM Control Area); and (c) a monthly charge for load following energy. The rate for capacity or energy reservation is the deficiency rate determined pursuant to Schedule 11 of the Reliability Assurance Agreement Among Load Serving Entities in the PJM Control Area plus any additional charges to PPL, Inc. attributable to the provision of capacity and/or energy reservation under the Agreement. For retail load located within the PJM Control Area, the rate for load following energy is 110% of the actual hourly PJM Locational Marginal Price at the delivery point. For retail load located outside the PJM Control Area, the rate for load following energy delivered to the Control Area or Control Area border designated by PPL, Inc. is the higher of (a) 110% of the hourly PJM Locational Marginal Price at the APS Interface or VEPCO Interface Bus; (b) 110% of the day-ahead Cinergy market-clearing price as published in Megawatt Daily; or (c) 110% of the actual cost of supply. When transmission between the PJM Control Area and the delivery point is not available, the rate for Load Following Energy is 120% of PPL Electric Utilities' cost to supply PPL EnergyPlus Co. with energy from generating units located outside of the PJM Control Area.