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Agreement Executed on March 18, 1999

On March 18, 1999, PPL Electric Utilities and PPL EnergyPlus Co. entered into a 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 in the PJM Control Area within the Commonwealth of Pennsylvania. The Power Supply Agreement applies to sales of capacity and load following energy, as defined under the Power Supply Agreement, for delivery no earlier than March 19, 1999 and no later than December 31, 1999.

PPL Electric Utilities will supply PPL EnergyPlus Co. with sufficient capacity to meet that portion of PPL EnergyPlus Co.'s capacity obligation under the Reliability Assurance Agreement Among Load Serving Entities in the PJM Control Area in excess of 2000 MW, but not to exceed 600 MW. PPL Electric Utilities will supply the amount of load following energy in excess of other sources of energy available to PPL EnergyPlus Co. up to its full PJM requirements, but not to exceed 600 MW. The contract price consists of: (a) an option premium in the amount of $3,650 per megawatt year multiplied by the contract quantity for capacity; (b) a monthly charge for capacity; and (c) a monthly charge for load following energy. The rate for capacity is the deficiency rate determined pursuant to Schedule 11 of the Reliability Assurance Agreement plus any additional charges to PPL Electric Utilities attributable to the provision of capacity under the Agreement. The rate for load following energy is 110% of the actual hourly PJM Locational Marginal Price at the delivery point.

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