0000922224-02-000003 Sample Contracts

AGREEMENT
Change in Control Agreement • March 1st, 2002 • PPL Electric Utilities Corp • Electric services • Pennsylvania

WHEREAS, the Company considers it essential to the best interests of its shareowners to foster the continued employment of key management personnel; and

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RETENTION AGREEMENT
Retention Agreement • March 1st, 2002 • PPL Electric Utilities Corp • Electric services • Pennsylvania

WHEREAS, the Executive and PPL have entered into a Retention Agreement effective as of _______________ (the prior Retention Agreement), which the Executive and PPL desire to terminate, in its entirety, effective as of the date hereof, and in lieu thereof, enter into this Retention Agreement;

GUARANTY
Guaranty • March 1st, 2002 • PPL Electric Utilities Corp • Electric services • New York

GUARANTY, dated as of December 21, 2001 (this "Guaranty"), from PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the "Guarantor"), in favor of LMB FUNDING, LIMITED PARTNERSHIP, a Delaware limited partnership (the "Lessor"), and its successors and assigns.

MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET
Master Power Purchase and Sale Agreement • March 1st, 2002 • PPL Electric Utilities Corp • Electric services • Montana

This Master Power Purchase and Sale Agreement (this "Master Agreement") is made as of the following date: October 15, 2001 (the "Effective Date"). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the "Agreement." The Parties to this Master Agreement are the following:

PPL CORPORATION AMENDED AND RESTATED PARENT GUARANTY Dated as of November 30, 2000 AMENDED AND RESTATED PARENT GUARANTY
Parent Guaranty • March 1st, 2002 • PPL Electric Utilities Corp • Electric services

AMENDED AND RESTATED PARENT GUARANTY, dated as of November 30, 2000 (this "Guaranty"), by PPL CORPORATION, a Pennsylvania corporation (the "Guarantor"), to LARGE SCALE DISTRIBUTED GENERATION STATUTORY TRUST, a Connecticut Statutory Trust (the "Lessor"). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Amended and Restated Participation Agreement dated as of the date hereof among PPL Large Scale Distributed Generation, LLC (the "Lessee" or the "Company"), the Lessor, State Street Bank and Trust Company of Connecticut, National Association, as Trustee, the Persons named therein as Certificate Holders and Note Holders, and Citibank, N.A., as Agent (the "Agent") (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the applicable provisions thereof, the "Participation Agreement").

Amended and Restated Operating Agreement of PJM Interconnection, L.L.C.
Operating Agreement • March 1st, 2002 • PPL Electric Utilities Corp • Electric services • Delaware
PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company) TO BANKERS TRUST COMPANY (successor to Morgan Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York) As Trustee under PPL...
Sixty-Ninth Supplemental Indenture • March 1st, 2002 • PPL Electric Utilities Corp • Electric services

SIXTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of January, 2002 made and entered into by and between PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company), a corporation of the Commonwealth of Pennsylvania, whose address is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the Company), and BANKERS TRUST COMPANY, a corporation of the State of New York, whose address is 4 Albany Street, New York, New York 10006 (hereinafter sometimes called the Trustee), as Trustee under the Mortgage and Deed of Trust, dated as of October 1, 1945 (hereinafter called the Mortgage and, together with any indentures supplemental thereto, hereinafter called the Indenture), which Mortgage was executed and delivered by Pennsylvania Power & Light Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which said Mortgage is hereby made, this ins

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