Exhibit 10(g)

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET

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:

|Party A:                                                                               | The Montana Power Company |                                                                                        | Party B:   | PPL Montana, LLC, by
      and through its duly authorized agent, PPL EnergyPlus, LLC          
|-------------------------------------------------------------------------------------- | ------------------------- | -------------------------------------------------------------------------------------- | ---------- | -----------------------------------------------------------------------------------------------
|All Notices:                                                                           |                           | All Notices:                                                                          
|Street:                                                                                | 40 E. Broadway            |                                                                                        | Street:    | 45 Basin Creek Road                                                                            
|                                                                                       |                           |                                                                                       
|City:                                                                                  | Butte, MT                 | Zip:                                                                                   | 59701      |                                                                                                
|Attn:                                                                                  | Dan Hickman               |                                                                                        | Attn:      | Director of Trading and
      Marketing                                                        
|Phone:                                                                                 | 406-497-2814              |                                                                                        | Phone:     | 406-533-3500                                                                                   
|Facsimile:                                                                             | 406-497-2629              |                                                                                        | Facsimile: | 406-533-0208                                                                                   
|Duns:                                                                                  | 00-277-8090               |                                                                                        | Duns:      | 123356797                                                                                      
|Tax ID:                                                                                | 81-0170530                |                                                                                        | Tax ID:    | 54-1928759                                                                                     
|Invoices:                                                                              |                           | Invoices:                                                                             
|Attn:                                                                                  | Lisa Barkell              |                                                                                        | Attn:      | Manager of Accounting                                                                          
|Phone:                                                                                 | 406-497-3339              |                                                                                        | Phone:     | 406-533-3504                                                                                   
|Facsimile:                                                                             | 406-497-2629              |                                                                                        | Facsimile: | 406-533-0208                                                                                   
|Scheduling:                                                                            |                           | Scheduling:                                                                           
|Attn:                                                                                  | Dan Hickman               |                                                                                        | Attn:      | Preschedule Desk                                                                               
|Phone:                                                                                 | 406-497-2814              |                                                                                        | Phone:     | 406-533-3570                                                                                   
|Facsimile:                                                                             | 406-497-2629              |                                                                                        | Facsimile: | 406-533-0208                                                                                   
|Payments:                                                                              |                           | Payments:                                                                             
|Attn:                                                                                  | Lisa Barkell              |                                                                                        | Attn:      | Accounting                                                                                     
|Phone:                                                                                 | 406-497-3339              |                                                                                        | Phone:     | 406-533-3502                                                                                   
|Facsimile:                                                                             | 406-497-2629              |                                                                                        | Facsimile: | 406-533-0208                                                                                   
|Wire Transfer:                                                                         |                           | Wire Transfer:                                                                        
|Bank:                                                                                  | US Bank                   |                                                                                        | Bank:      | Mellon Bank                                                                                    
|ABA:                                                                                   | 092900383                 |                                                                                        | ABA:       | 031000037                                                                                      
|Account:                                                                               | 156210000816              |                                                                                        | Account:   | 2-959-997                                                                                      
|Credit and Collections:                                                                |                           | Credit and Collections:                                                               
|Attn:                                                                                  | Ellen Senechal            |                                                                                        | Attn:      | Credit Risk Manager                                                                            
|Phone:                                                                                 | 406-497-2666              |                                                                                        | Phone:     | 610-774-6053                                                                                   
|Facsimile:                                                                             | 406-497-2150              |                                                                                        | Facsimile: | 610-774-5235                                                                                   
|With additional Notices
      of an Event of Default or Potential Event of Default to: |                           | With additional Notices
      of an Event of Default or Potential Event of Default to:
|Attn:                                                                                  | Ellen Senechal            |                                                                                        | Attn:      | PPL Corporation Office of
      General Counsel Two North Ninth Street Allentown, PA 18101-1179
|Phone:                                                                                 | 406-497-2666              |                                                                                        | Phone:     | 610-774-5529                                                                                   
|Facsimile:                                                                             | 406-497-2150              |                                                                                        | Facsimile: | 610-774-6726                                                                                   

The Parties hereby agree that the General Terms and Conditions are incorporated
  herein, and to the following provisions as provided for in the General Terms
  and Conditions:

|Party A Tariff | Tariff | FERC | Dated | 1/06/97 | Docket Number | ER97-449-000 
|-------------- | ------ | ---- | ----- | ------- | ------------- | -------------
|Party B Tariff | Tariff | FERC | Dated | 8/24/99 | Docket Number | ER99-3491-000



---

|Article Two                      |                                                                           
|-------------------------------- | --------------------------------------------------------------------------
|Transaction Terms and Conditions | [ ] Optional provision in Section 2.4. If not
      checked, inapplicable.



---

|Article Four                                      |                                                                        
|------------------------------------------------- | -----------------------------------------------------------------------
|Remedies for Failure 
      to Deliver or Receive | [x] Accelerated Payment of Damages. If not checked,
      inapplicable.



---

|Article Five                | [_] Cross Default for Party A:
|--------------------------- | ------------------------------
|Events of Default; Remedies | [x] Party A:                  
|                            | [_] Other Entity:             
|                            | [_] Cross Default for Party B 
|                            | [x] Party B:                  
|                            | [_] Other Entity:             
|                            | 5.6 Closeout Setoff           
|                            |                               
|                            |                               
|                            |                               



---

|Article Eight                  | Credit and Collateral Requirements
|------------------------------ | ----------------------------------
|8.1 Party A Credit Protection: | 8.2 Party B Credit Protection:    
|REDACTED                       | REDACTED                          



---

|Article Ten     |                                                                                        
|--------------- | ---------------------------------------------------------------------------------------
|Confidentiality | [x] Confidentiality Applicable If not
      checked, inapplicable.See Explanation Below



---

|Schedule M    |                                                                       
|------------- | ----------------------------------------------------------------------
|              | [_] Party A is a Governmental Entity or Public
      Power System     
|              | [_] Party B is a Governmental Entity or Public
      Power System     
|              | [_] Add Section 3.6. If not checked, inapplicable                     
|              | [_] Add Section 8.6. If not checked, inapplicable                     
|Other Changes | Specify, if any: Yes, the following changes shall
      be applicable:

GENERAL TERMS AND CONDITIONS.

(a) Definitions. The following definitions are amended
  as set forth below:

(1) Section 1.51 is amended to (i) add the phrase "for
  delivery" immediately before the phrase "at the Delivery Point"
  in the second line and (ii) delete the phrase "at Buyer's option"
  from the fifth line and replace it with the following: "absent a purchase."

(2) Section 1.53 is amended to (i) delete the phrase "at
  the Delivery Point" from the second line and (ii) delete the phrase "at
  Seller's option" from the fifth line and replace it with the following:
  "absent a sale".

(b) Events of Default.

(1) Section 5.1(g) is amended to (i) delete the romanette numeral
  "(i)" from the second line, (ii) delete the phrase ", or becoming
  capable at such time of being declared," from the eighth and ninth lines,
  and (iii) delete the phrase "or (ii) a default by such Party or any other
  party specified in the Cover Sheet for such Party in making on the due date
  therefor one or more payments, individually or collectively, in an aggregate
  amount of not less than the applicable Cross Default Amount (as specified in
  the Cover Sheet)" from the ninth through thirteenth lines.

(2) Section 5.1(h)(ii) is amended to delete "three (3)
  Business Days" on the fourth line thereof and to substitute therefor "one
  (1) Business Day".

(c)Declaration of an Early Termination Date and Calculation
  of Settlement Amount. Section 5.2 is amended to delete the following phrase
  from the last two lines: "under applicable law on the Early Termination
  Date, as soon thereafter as is reasonably practicable)", and to add the
  following to the end of Section 5.2: "under applicable law on the Early
  Termination Date, then each such Transaction (individually, an "Excluded
  Transaction" and collectively, the "Excluded Transactions") shall
  be terminated as soon thereafter as reasonably practicable, and upon termination
  shall be deemed to be a Terminated Transaction and the Termination Payment payable
  in connection with all such Transactions shall be calculated in accordance with
  Section 5.3 below). The Gains and Losses for each Terminated Transaction shall
  be determined by calculating the amount that would be incurred or realized to
  replace or to provide the economic equivalent of the remaining payments or deliveries
  in respect of that Terminated Transaction. The Non-Defaulting Party (or its
  agent) may determine its Gains and Losses by reference to information either
  available to it internally or supplied by one or more third parties including,
  without limitation, quotations (either firm or indicative) of relevant rates,
  prices, yields, yield curves, volatilities, spreads or other relevant market
  data in the relevant markets. Third parties supplying such information may include,
  without limitation, dealers in the relevant markets, end-users of the relevant
  product, information vendors and other sources of market information."

(d) Notice of Payment of Termination Payment. The following
  shall be added to the end of Section 5.4:

"Notwithstanding any provision to the contrary contained
      in this Agreement, the Non-Defaulting Party shall not be required to pay
      to the Defaulting Party any amount under Article 5 until the Non-Defaulting
      Party receives confirmation satisfactory to it in its reasonable discretion
      (which may include an opinion of its counsel) that all other obligations
      of any kind whatsoever of the Defaulting Party to make any payments to the
      Non-Defaulting Party or any of its Affiliates under this Agreement or otherwise
      which are due and payable as of the Early Termination Date (including for
      these purposes amounts payable pursuant to Excluded Transactions) have been
      fully and finally performed."

(e) Limitation of Remedies, Liability and Damages. The
  fifteenth line of Section 7.1 is amended to delete the phrase "UNLESS EXPRESSLY
  HEREIN PROVIDED,".

(f) Downgrade Event. Section 8.1(d) is amended to add
  the following phrase after the phrase "or other credit assurance acceptable
  to Party A within three (3) Business Days of receipt of notice": "or
  fails to maintain such Performance Assurance or guaranty or other credit assurance
  for so long as the Downgrade Event is continuing".

(g) Downgrade Event. Section 8.2(d) is amended to add
  the following phrase after the phrase "or other credit assurance acceptable
  to Party B within three (3) Business Days of receipt of notice": "or
  fails to maintain such Performance Assurance or guaranty or other credit assurance
  for so long as the Downgrade Event is continuing".

(h) Assignment. Section 10.5 is deleted and replaced
  in its entirety by the following: "Neither Party shall assign this Agreement
  or any of its rights or obligations hereunder (whether by operation of law or
  otherwise) without the prior written consent of the other Party, which consent
  shall not be unreasonably withheld or delayed. Despite the foregoing, either
  Party may, without the need for consent from the other Party (and without relieving
  itself from liability hereunder), (1) transfer, sell, pledge, encumber
  or assign this Agreement or the accounts, revenues or proceeds hereof in connection
  with any financing or other financial arrangements, (2) transfer or assign this
  Agreement to an Affiliate of such Party, or (3) transfer or assign this Agreement
  to any person or entity succeeding to all or substantially all of the assets
  of such Party; provided,however, that in the case of (2)
  and (3) any such assignee shall be required to have a Credit Rating not less
  than a "Minimum Credit Rating" (as hereinafter defined), and shall
  agree in writing to be bound by the terms and conditions hereof. Transfers or
  assignments not in compliance with the requirements of this section shall be
  void. For purposes of this Section 10.5, a sale, transfer or assignment of 50
  percent or more of the assets or outstanding voting securities of or other equity
  interests in a Party shall be deemed to constitute a transfer or assignment
  of this Agreement by such Party. 'Minimum Credit Rating' means, with
  respect to any assignment, that the prospective assignee or transferee shall
  have long-term, senior, unsecured debt (not supported by third party credit
  enhancement) that is rated by S&P at "BBB-" and by Moody's at
  "Baa3."

(i) Confidentiality.

(1) Section 10.11 is amended to add the phrase "or the
  completed Cover Sheet to this Master Agreement" immediately before the
  phrase "to a third party" and to add the phrase "or the Party's
  Affiliates'" immediately after the phrase "(other than the Party's".

(2) Article 10.11 is further amended to include the following
  final sentence: Each Party agrees that it will make any regulatory filings under
  or in connection with this Agreement under protective order, if and to the extent
  that the applicable regulatory agency permits such filing to be made on a confidential
  basis.

(j) Arbitration. The following provision is added as
  Section 10.12:

Arbitration. Any dispute or need of interpretation
      arising out of this Agreement pertaining to the calculation of a payment
      required pursuant to Article 4 or Article 6 or the calculation of a Termination
      Payment pursuant to Article 5 shall be submitted to binding arbitration
      by one arbitrator who has not previously been employed by either Party,
      and does not have a direct or indirect interest in either Party or the subject
      matter of the arbitration. Such arbitrator shall either be selected by mutual
      agreement of the Parties within 15 days after written notice from either
      party requesting arbitration, or failing agreement, shall be selected under
      the American Arbitration Association (the "AAA") Commercial Arbitration
      Rules, using the Expedited Procedures provided therein, as amended and effective
      on September 1, 2000 (the "AAA Rules"). Such arbitrator shall
      be familiar with the electric power industry and shall possess such other
      qualifications as are mutually agreed by the Parties. Such arbitration shall
      be held in Butte, Montana. The AAA Rules shall govern the conduct of the
      arbitration to the extent not inconsistent with the rules herein specified,
      provided that in no event shall the period between the date of written
      notice requesting arbitration of any dispute under this section and the
      date of the arbitrator's decision with respect to such dispute exceed 90
      days without the written consent of both Parties. Either Party may initiate
      arbitration by written notice to the other Party and the arbitration shall
      be conducted pursuant to the AAA Rules as amended to reflect the following:
      (a) not later than seven days prior to the hearing date set by the arbitrator
      each Party shall submit a brief with a single proposal for settlement; (b)
      the hearing shall be conducted on a confidential basis without continuance
      or adjournment; (c) the arbitrator shall be limited to selecting only one
      of the two proposals submitted by the Parties; (d) subject to any award
      of attorneys' fees and expenses by the arbitrator to the prevailing Party
      pursuant to Section 10.13, the Parties shall divide equally the cost of
      the arbitrator and the hearing and each Party shall be responsible for its
      own expenses and those of its counsel and representatives; and (e) evidence
      concerning the financial position or organizational make-up of the Parties,
      any offer made or the details of any negotiation prior to arbitration shall
      not be admissible or disclosable to the arbitrator. In addition, the Parties
      shall in good faith endeavor to provide for an expedited and informed arbitration
      by utilizing cooperative discovery and procedures, including without limitation
      disclosure of material documents, submission and response to reasonable
      and focused written discovery, scheduling of material and necessary depositions,
      disclosure of any expert reports and the scheduling and conduct of any pre-hearing
      conferences and pre-hearing motions, all of which shall be consistent with
      the intent and purpose of using the AAA Rules. With respect to all other
      disputes, the Parties shall be entitled to avail themselves of all remedies
      available at law or in equity.

Acknowledgment of Arbitration. Each Party understands
      that this Agreement contains an agreement to arbitrate with respect to any
      payment required pursuant to Article 4 or Article 6 or the calculation of
      a Termination Payment pursuant to Article 5. After signing this Agreement,
      each Party understands that it will not be able to bring a lawsuit concerning
      any dispute that may arise which is covered by the arbitration provision.
      Instead, each Party agrees to submit any such dispute to an impartial arbitrator.
      Each Party hereby represents that it has read, understands and agrees to
      the use of the AAA Rules in connection therewith.

(k) Attorneys Fees. The following provision is added
  as Section 10.13:

Attorneys Fees. "In the event of any action between
  the Parties relating to this Agreement or the subject matter hereof, the prevailing
  Party shall be entitled to recover its reasonable attorneys' fees and expenses
  and costs of litigation, in addition to any other relief granted or awarded."

IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly
  executed as of the date first above written.

|THE MONTANA POWER COMPANY |                                                      | PPL MONTANA, LLC                              
|------------------------- | ---------------------------------------------------- | ----------------------------------------------
|                          |                                                      | By:  PPL ENERGYPLUS, LLC, its authorized agent
|By:                       | ____________________________                         |                                               
|Name:                     | William A. Pascoe
      ____________________________ |                                               
|Title:                    | Vice President____________________________           |                                               

DISCLAIMER: This Master Power Purchase and Sale Agreement was
  prepared by a committee of representatives of Edison Electric Institute ("EEI")
  and National Energy Marketers Association ("NEM") member companies
  to facilitate orderly trading in and development of wholesale power markets.
  Neither EEI nor NEM nor any member company nor any of their agents, representatives
  or attorneys shall be responsible for its use, or any damages resulting therefrom.
  By providing this Agreement EEI and NEM do not offer legal advice and all users
  are urged to consult their own legal counsel to ensure that their commercial
  objectives will be achieved and their legal interests are adequately protected.







MASTER POWER PURCHASE AND SALE AGREEMENTCONFIRMATION LETTER

(CONFIRMATION LETTER NO. 1 - 300 MW FIRM (LD)),

This confirmation letter shall confirm the Transaction agreed
  to on October 15, 2001 between THE MONTANA POWER COMPANY ("Party A")
  and PPL MONTANA, LLC, by and through its duly authorized agent, PPL ENERGYPLUS,
  LLC ("Party B") regarding the sale/purchase of the Product under the
  terms and conditions as follows:



|Seller:  | PPL MONTANA, LLC, by and through its duly authorized
  agent, PPL ENERGYPLUS, LLC
|-------- | ---------------------------------------------------------------------------------
|Buyer:   | THE MONTANA POWER COMPANY                                                        
|Product:
|[]       | Into _________________,
      Seller's Daily Choice                              
|[X]      | Firm (LD)                                                                        
|[]       | Firm (No Force Majeure)                                                          
|[]       | System Firm                                                                      
|         | (Specify System:                                                                 
|[]       | Unit Firm                                                                        
|         | (Specify Unit(s):                                                                
|[]       | Other                                                                            
|[]       | Transmission Contingency
      (If not marked, no transmission contingency)      
|         | []                                                                               
|         | []                                                                               
|         | []                                                                               
|         | []                                                                               
|         | (Specify:                                                                        
|         |                                                                                  

Contract Quantity: 300 MWh/hr., 7x24 Base Load, during the
  Delivery Period set forth below.

Delivery Points:

Primary Delivery Points:

Party A shall designate each of the following delivery points
  (each, a "Primary Delivery Point"), in a Delivery Point Maximum Quantity
  (as hereinafter defined) equal to the amount set forth opposite the applicable
  Delivery Point, as a firm network delivery point into Party A's Transmission
  System (as hereinafter defined) under the Network Service Agreement (as hereinafter
  defined):







|Primary Delivery Point                |                          | Delivery Point Maximum
        Quantity                            
|------------------------------------- | ------------------------ | -------------------------------------------------------------------
|PPL Westside Hydro
        Generation | 75 MW                   
|                                      | Thompson Falls:          | 25 MW                                                              
|                                      |                          | the 100 kV bus in the
        original Thompson Falls Powerhouse   
|                                      | Kerr:                    |                                                                    
|                                      |                          | the 100 kV bus in Party
        A's Kerr Switchyard                
|                                      |                         
|PPL Eastside Hydro
        Generation | 150 MW                  
|                                      | Mystic:                  | 2 MW                                                               
|                                      |                          | the 50 kV bus at Party
        A's Line Creek Substation           
|                                      | Madison:                 | 6 MW                                                               
|                                      |                          | the 100 kV bus in Party
        A's Bradley Creek Substation       
|                                      | Hauser:                  | 11 MW                                                              
|                                      |                          | the 69 kV bus located
        in the Hauser Powerhouse             
|                                      | Holter:                  | 22 MW                                                              
|                                      |                          | the 100 kV bus located
        in the Holter Powerhouse            
|                                      | Black Eagle:             | 9 MW                                                               
|                                      |                          | the 100 kV bus located
        at Party A's Riverview Substation   
|                                      | Rainbow, Cochrane, Ryan: | 78 MW                                                              
|                                      |                          | the 69 kV bus located
        at Party A's Rainbow Substation, or  
|                                      |                          | the 100 kV bus located
        at Party A's Rainbow Substation     
|                                      | Morony:                  | 22 MW                                                              
|                                      |                          | the 100 kV bus at Party
        A's Great Falls switchyard         
|                                      | Corette                  | 50 MW                                                              
|                                      |                          | the 100 kV bus in Party
        A's Billings Steam Plant switchyard
|                                      | Colstrip 1-2             | 25 MW                                                              
|                                      |                          | the 230kV bus in Party
        A's Colstrip switchyard             

"Delivery Point Maximum Quantity" means
    the maximum transmission capacity amount designated, in accordance with the
    terms and conditions of this Agreement, for deliveries and receipts of energy
    under this Agreement at any Primary Delivery Point.

"Party A's Transmission System" means each
    and all of the transmission facilities that are owned, operated or controlled
    by Party A, and any and all transmission facilities that are sold, transferred
    or assigned by Party A to any person or entity acquiring, at any time during
    the term of this Agreement, all or substantially all of the transmission facilities
    owned, operated or controlled by Party A. Without limiting the foregoing,
    in the event that any facilities comprising part of Party A's Transmission
    System are at any time during the term of this Agreement reclassified as distribution
    or generation integration facilities, such facilities shall nonetheless be
    and remain part of Party A's Transmission System for purposes of this Agreement.

"Network Service Agreement" means each and
    every service agreement for network integration (or successor) transmission
    service entered into by Party A, in its capacity as default supplier, under
    Party A's Open Access Transmission Tariff (as hereinafter defined) or the
    Open Access Transmission Tariff of any other transmission provider.

"Party A's Open Access Transmission Tariff"
    means the FERC-approved Open Access Transmission Tariff of Party A or of any
    other person or entity owning or operating any portion of Party A's Transmission
    System, if such portion of Party A's Transmission System does or might affect
    the rights or obligations of either Party under this Agreement.

The Parties may change Primary Delivery Points from time
    to time by mutual agreement of the Parties in each instance; provided,
    however, that the Parties shall be entitled to change any Primary Delivery
    Point only to the extent that firm transmission capacity is available under
    the Network Service Agreement at such time at such Delivery Point in the amount
    of the Delivery Point Maximum Quantity sought by the Parties. Effective upon
    any such change in Primary Delivery Points, Party A shall designate the new
    Primary Delivery Point, in an amount equal to the applicable Delivery Point
    Maximum Quantity, as a firm network delivery point into Party A's Transmission
    System under the Network Service Agreement.

In no event shall Party B incur any charge or cost whatsoever
    for or in connection with any change of any Primary Delivery Points. In no
    event shall Party B bear any risk, charge or cost whatsoever for or in respect
    of any network redispatch under or in connection with the Network Service
    Agreement, and Party A shall bear the entire risk thereof and each and all
    of the costs caused by or resulting therefrom.

Alternate Delivery Points:

Upon any request by Party B, Party A shall, without any charge
    to Party B, arrange with the applicable transmission provider for receipt
    of all or a portion of the Contract Quantity at one or more of the non-firm
    alternate Delivery Points set forth below (any such alternate Delivery Point,
    an "Alternate Delivery Point") under the Network Service Agreement,
    at any on-system points of interconnection (including any generation integration
    points) or any points of interconnection of Party A's Transmission System
    with any other transmission system or control area, in each case as requested
    by Party B and subject in each case to the availability of sufficient transmission
    capacity to receive such quantities at such Alternate Delivery Points. Any
    such Alternate Delivery Points shall be subject to the terms and conditions
    of the applicable transmission provider's Open Access Transmission Tariff
    and all applicable FERC requirements, including as to priority of service
    (including cases of competing uses by Party A). If such Alternate Delivery
    Points are or become unavailable for any reason, Party B shall be required
    to deliver the applicable quantities to Party A at one or more Alternate Delivery
    Points or Primary Delivery Points.



Alternate Delivery Points:

|Colstrip 3-4                  | the 500 kV bus in Party A's Colstrip
        switchyard          
|----------------------------- | -----------------------------------------------------------------
|Broadview                     | Party A's Broadview Substation                                   
|Party A interties             | any intertie between Party A and
        an adjacent control area
|Other mutually agreed points.

In the event that Party A has reserved network service transmission
    capacity under the Network Service Agreement for designated network resources,
    and such transmission capacity is at any time available for deliveries and
    receipts of energy at any Alternate Delivery Points, Party A shall, upon any
    request by Party B, and without any charge to Party B, make such capacity
    available to Party B, for purposes of deliveries of energy under this Agreement,
    on a day-ahead basis (or further in advance, by mutual agreement of the Parties)
    prior to releasing any such transmission capacity for use by any other Person
    under the applicable transmission provider's Open Access Transmission Tariff.

Contract Price:

|Energy Price: $31.15/MWh
|------------------------
|Other Charges:          



Delivery Period: HE 1:00 Montana time on July 1, 2002 through
    HE 24:00 Montana time on June 30, 2007

Special Condition #1: The following modification to the Master
    Agreement (as defined below):



Section 10.2 (vi) is amended by inserting at the end thereof
    the following: "except (A) Docket No. D97.7.90, MPSC Order No. 5986t,
    Order on Commission Authority and Montana Power Company Obligations Pursuant
    to the Electric Utility Industry and Customer Choice Act, (B) McGreevey,
    et al. v. The Montana Power Company, et al., Cause No. DV-01-141 (the
    "Shareholder Action"), (C) PPL Montana, LLC v. Feland, et al.,
    United States District Court for the District of Montana, Helena Division
    (Civil No. CV-01-34-H-DWM), (D) The Montana Power Company v. Montana Department
    of Public Service Regulation, et al., Montana First Judicial District,
    Lewis and Clark County, Cause No. BDV-2001-0552, and (E) Single Moms, Inc.,
    et al. v. The Montana Power Company, et al., United States District Court
    for the District of Montana, Butte Division (Civil No. CV-01-46-BU-DWM).



Special Condition #2:



Party B shall file this Agreement with the FERC as soon as
    reasonably practicable after the execution and delivery of this Agreement.
    In the event that on or before December 31, 2001, the FERC (a) issues an order
    failing to accept this Agreement for filing, failing to permit this Agreement,
    including the rates to be charged hereunder, to become effective, or requiring
    amendment or modification of this Agreement, which order is unacceptable to
    either Party in such Party's sole discretion (an "Unacceptable Order"),
    or (b) fails, on or before December 31, 2001, to issue a final order which
    is acceptable to each Party in such Party's sole discretion, and with respect
    to which no person or entity files any judicial appeal, accepting this Agreement
    for filing or otherwise permitting this Agreement, including the rates to
    be charged hereunder, to be or become effective, the Parties shall be required,
    for a period of 15 days following the earlier of issuance of the Unacceptable
    Order or December 31, 2001, to negotiate in good faith regarding amendment
    of this Agreement to satisfy the requirements of the FERC and of the Parties,
    in each Party's sole discretion; provided, however, that neither
    Party shall be required to agree to any amendment of this Agreement, or to
    enter into any other Agreement, as a result of such negotiations. In the event
    that the Parties are unable to reach agreement regarding such amendment of
    this Agreement during such 15-day period, either Party shall be entitled to
    terminate this Agreement, and each and all of the rights and obligations of
    both Parties hereunder, effective immediately upon notice to the other Party.



Special Condition #3:



Notwithstanding any other provision of this Agreement, including
    but not limited to any provision of Article 10, either Party shall be entitled
    to disclose to any person at any time, without any liability whatsoever, the
    Products, Product quantities and Delivery Period which are the subject of
    the Transaction under this Confirmation Letter, and the aggregate revenues
    and aggregate average purchase price payable to Party B by Party A with respect
    to the Transaction which is the subject of this Confirmation Letter and the
    Transaction which is the subject of Confirmation Letter No. 2 - 150 MW Unit
    Firm entered into by the Parties contemporaneously with this Confirmation
    Letter.



Special Condition #4:



Party B will provide operating reserves (spinning and supplemental)
    for this transaction in accordance with NERC and WSCC requirements.



Scheduling: WSCC standard operating procedures

|Option Buyer:  | _________________________________________________________________
|-------------- | -----------------------------------------------------------------
|Option Seller: | _________________________________________________________________
|               | Type of Option:                                                  
|               | Strike Price:                                                    
|               | Premium:                                                         
|               | Exercise Period:                                                 





This confirmation is being provided pursuant to and in accordance
    with the Master Power Purchase and Sale Agreement dated October 15, 2001 (the
    "Master Agreement") between Party A and Party B, and constitutes
    part of and is subject to the terms and provisions of such Master Agreement.
    Terms used but not defined herein shall have the meanings ascribed to them
    in the Master Agreement.

|THE MONTANA POWER COMPANY                  |                              | PPL MONTANA, LLC, by and through
    its duly authorized agent, PPL ENERGYPLUS, LLC
|------------------------------------------ | ---------------------------- | -----------------------------------------------------------------------------------
|_____________________________________      |                              | _____________________________________                                              
|William A. Pascoe
          Vice President |                              | Paul T. Champagne
          President                                              
|Phone No:                                  | ____________________________ |                                                                                    
|Fax:                                       | ____________________________ |                                                                                    



MASTER POWER PURCHASE AND SALE AGREEMENTCONFIRMATION LETTER

(CONFIRMATION LETTER NO. 2 - 150 MW UNIT FIRM)

This confirmation letter shall confirm the Transaction agreed
    to on October 15, 2001 between THE MONTANA POWER COMPANY ("Party A")
    and PPL MONTANA, LLC, by and through its duly authorized agent, PPL ENERGYPLUS,
    LLC ("Party B") regarding the sale/purchase of the Product under
    the terms and conditions as follows:

|Seller:  | PPL MONTANA, LLC, by and through its duly authorized
  agent, PPL ENERGYPLUS, LLC
|-------- | ---------------------------------------------------------------------------------
|Buyer:   | THE MONTANA POWER COMPANY                                                        
|Product:
|[]       | Into _________________,
        Seller's Daily Choice                            
|[]       | Firm (LD)                                                                        
|[]       | Firm (No Force Majeure)                                                          
|[]       | System Firm                                                                      
|         | (Specify System:                                                                 
|[x]      | Unit Firm                                                                        
|         | (Specify Unit(s): REDACTED                                                       
|         |                                                                                  
|         |                                                                                  
|[]       | Other                                                                            
|[]       | Transmission Contingency
        (If not marked, no transmission contingency)    
|         | []                                                                               
|         | []                                                                               
|         | []                                                                               
|         | []                                                                               
|         | (Specify:                                                                        
|         |                                                                                  

Contract Quantity: 150 MW, 6x16, Heavy Load hours (HE 8:00
    Montana time through HE 23:00 Montana time, Monday through Saturday, excluding
    NERC holidays, for the Delivery Period set forth below).



Delivery Points:

Primary Delivery Points:

ARTICLE ONE:   REDACTED







Alternate Delivery Points:

Upon any request by Party B, Party A shall, without any
        charge to Party B, arrange with the applicable transmission provider for
        receipt of all or a portion of the Contract Quantity at one or more of
        the non-firm alternate Delivery Points set forth below (any such alternate
        Delivery Point, an "Alternate Delivery Point") under the Network
        Service Agreement, at any on-system points of interconnection (including
        any generation integration points) or any points of interconnection of
        Party A's Transmission System with any other transmission system or control
        area, in each case as requested by Party B and subject in each case to
        the availability of sufficient transmission capacity to receive such quantities
        at such Alternate Delivery Points. Any such Alternate Delivery Points
        shall be subject to the terms and conditions of the applicable transmission
        provider's Open Access Transmission Tariff and all applicable FERC requirements,
        including as to priority of service (including cases of competing uses
        by Party A). If such Alternate Delivery Points are or become unavailable
        for any reason, Party B shall be required to deliver the applicable quantities
        to Party A at one or more Alternate Delivery Points or Primary Delivery
        Points.

|Alternate Delivery Points: |                                                                            
|-------------------------- | ---------------------------------------------------------------------------
|                           | PPL Hydro Generation                                                       
|                           | Thompson Falls:                                                            
|                           | Kerr:                                                                      
|                           | Mystic:                                                                    
|                           | Madison:                                                                   
|                           | Hauser:                                                                    
|                           | Holter:                                                                    
|                           | Black Eagle:                                                               
|                           | Rainbow, Cochrane, Ryan:                                                   
|                           |                                                                            
|                           |                                                                            
|                           | Morony:                                                                    
|                           | Colstrip 3-4                                                               
|                           |                                                                            
|                           | Broadview                                                                  
|                           |                                                                            
|                           | Party A interties:Any intertie between Party A and an adjacent control area
|                           |                                                                            
|                           | Other mutually agreed
        points.                                      

In the event that Party A has reserved network service
        transmission capacity under the Network Service Agreement for designated
        network resources, and such transmission capacity is at any time available
        for deliveries and receipts of energy at any Alternate Delivery Points,
        Party A shall, upon any request by Party B, and without any charge to
        Party B, make such capacity available to Party B, for purposes of deliveries
        of energy under this Agreement, on a day-ahead basis (or further in advance,
        by mutual agreement of the Parties) prior to releasing any such transmission
        capacity for use by any other Person under the applicable transmission
        provider's Open Access Transmission Tariff.

Contract Price:

Energy Price: $34.93/MWh

Other Charges: ____________________________________________________________



Delivery Period: HE 8:00 Montana time on July 1, 2002
        through HE 23:00 Montana time on June 30, 2007

Special Condition #1: The following modification to the
        Master Agreement (as defined below):



Section 10.2 (vi) is amended by inserting at the end
        thereof the following: "except (A) Docket No. D97.7.90, MPSC Order
        No. 5986t, Order on Commission Authority and Montana Power Company Obligations
        Pursuant to the Electric Utility Industry and Customer Choice Act, (B)
        McGreevey, et al. v. The Montana Power Company, et al., Cause No.
        DV-01-141 (the "Shareholder Action"), (C) PPL Montana, LLC
        v. Feland, et al., United States District Court for the District of
        Montana, Helena Division (Civil No. CV-01-34-H-DWM), (D) The Montana
        Power Company v. Montana Department of Public Service Regulation, et al.,
        Montana First Judicial District, Lewis and Clark County, Cause No. BDV-2001-0552,
        and (E) Single Moms, Inc., et al. v. The Montana Power Company, et
        al., United States District Court for the District of Montana, Butte
        Division (Civil No. CV-01-46-BU-DWM).



Special Condition #2:



Party B shall file this Agreement with the FERC as soon
        as reasonably practicable after the execution and delivery of this Agreement.
        In the event that on or before December 31, 2001, the FERC (a) issues
        an order failing to accept this Agreement for filing, failing to permit
        this Agreement, including the rates to be charged hereunder, to become
        effective, or requiring amendment or modification of this Agreement, which
        order is unacceptable to either Party in such Party's sole discretion
        (an "Unacceptable Order"), or (b) fails, on or before December
        31, 2001, to issue a final order which is acceptable to each Party in
        such Party's sole discretion, and with respect to which no person or entity
        files any judicial appeal, accepting this Agreement for filing or otherwise
        permitting this Agreement, including the rates to be charged hereunder,
        to be or become effective, the Parties shall be required, for a period
        of 15 days following the earlier of issuance of the Unacceptable Order
        or December 31, 2001, to negotiate in good faith regarding amendment of
        this Agreement to satisfy the requirements of the FERC and of the Parties,
        in each Party's sole discretion; provided, however, that
        neither Party shall be required to agree to any amendment of this Agreement,
        or to enter into any other Agreement, as a result of such negotiations.
        In the event that the Parties are unable to reach agreement regarding
        such amendment of this Agreement during such 15-day period, either Party
        shall be entitled to terminate this Agreement, and each and all of the
        rights and obligations of both Parties hereunder, effective immediately
        upon notice to the other Party.



Special Condition #3:



Notwithstanding any other provision of this Agreement,
        including but not limited to any provision of Article 10, either Party
        shall be entitled to disclose to any person at any time, without any liability
        whatsoever, the Products, Product quantities and Delivery Period which
        are the subject of the Transaction under this Confirmation Letter, and
        the aggregate revenues and aggregate average purchase price payable to
        Party B by Party A with respect to the Transaction which is the subject
        of this Confirmation Letter and the Transaction which is the subject of
        Confirmation Letter No. 1 - 300 MW Firm (LD) entered into by the Parties
        contemporaneously with this Confirmation Letter.



Special Condition #4:



1.1  REDACTED







Special Condition #5:



Party B's obligations to deliver and Party A's obligations
    to receive the Products under this Transaction shall not be excused by scheduled
    maintenance or scheduled outage of any generating unit.



The performance of Party A under this Agreement shall be
    excused, and no damages shall be payable, including any amounts determined
    pursuant to Article Four (all as and to the extent provided in Section 3.3
    of the Agreement), in the event that transmission for the Transaction is curtailed
    from the Delivery Point due to Force Majeure (as defined in Section 1.23 of
    the Agreement). The performance of Party B under this Agreement shall be excused,
    and no damages shall be payable, including any amounts determined pursuant
    to Article Four (all as and to the extent provided in Section 3.3 of the Agreement),
    in the event that transmission for the Transaction is curtailed to the Delivery
    Point due to Force Majeure (as defined in Section 1.23 of the Agreement).



Scheduling: WSCC standard operating procedures

|Option Buyer:  | _________________________________________________________________
|-------------- | -----------------------------------------------------------------
|Option Seller: | _________________________________________________________________
|               | Type of Option:                                                  
|               | Strike Price:                                                    
|               | Premium:                                                         
|               | Exercise Period:                                                 



This confirmation is being provided pursuant to and in accordance
    with the Master Power Purchase and Sale Agreement dated October 15, 2001 (the
    "Master Agreement") between Party A and Party B, and constitutes
    part of and is subject to the terms and provisions of such Master Agreement.
    Terms used but not defined herein shall have the meanings ascribed to them
    in the Master Agreement.



|THE MONTANA POWER COMPANY                  |                              | PPL MONTANA, LLC, by and through
    its duly authorized agent, PPL ENERGYPLUS, LLC
|------------------------------------------ | ---------------------------- | -----------------------------------------------------------------------------------
|_____________________________________      |                              | _____________________________________                                              
|William A. Pascoe
          Vice President |                              | Paul T. Champagne
          President                                              
|Phone No:                                  | ____________________________ |                                                                                    
|Fax:                                       | ____________________________ |