Exhibit 10(u)-2


    Exhibit
      10(u)-2

    


    


    FIRST
      AMENDMENT TO FIVE-YEAR 

    LETTER
      OF CREDIT AND REIMBURSEMENT AGREEMENT

    


    THIS
      FIRST AMENDMENT
      TO FIVE YEAR LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
      (this
“Amendment”)
      dated
      as of December 29, 2006 by and among PPL ENERGY SUPPLY, LLC (the
“Borrower”),
      each
      of the Lenders party hereto from time to time (the “Lenders”),
      and
      WACHOVIA FIXED INCOME STRUCTURED TRADING SOLUTIONS, LLC, as Administrative
      Agent
      and Issuing Lender (the “Administrative
      Agent”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Borrower, the Lenders and the Administrative Agent have entered into that
      certain Five-Year Letter of Credit and Reimbursement Agreement dated as of
      December 15, 2005 (as
      in
      effect immediately prior to the date hereof, the
      “Credit
      Agreement”,
      capitalized terms used and not defined herein shall have the meanings ascribed
      to them in the Credit Agreement); 

    


    WHEREAS,
      the
      Borrower, the Lenders and the Administrative Agent desire to amend certain
      provisions of the Credit Agreement on the terms and conditions contained herein.
      

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged by the parties hereto, the parties hereby agree as
      follows:

    


    Section 1.
      Modifications
      to Credit Agreement.
      Subject
      to satisfaction of the conditions contained in Section 2, the parties
      hereto agree that the Credit Agreement is modified as follows:

    


    (a) The
      Credit Agreement is amended by adding the definitions of “Fitch”,
      “Lower
      Mt. Bethel Lease Financing”,
      “OFAC”,
      “Rating
      Agency”,
      “Regulation
      X”,
      “Sanctioned
      Entity”
and
      “Sanctioned
      Person”
to
      Section 1.01 thereof in the appropriate alphabetical location:

    


    “‘Fitch’
means
      Fitch, Inc. and its successors or, absent any such successor, such nationally
      recognized statistical rating organization as the Borrower and the
      Administrative Agent may select.”

     

    “‘Lower
      Mt. Bethel Lease Financing’
means
      the existing lease financing associated with the Lower Mount Bethel
      project.”

     

    “‘OFAC’
means
      the U.S. Department of the Treasury’s Office of Foreign Assets
      Control.”

     

    “‘Rating
      Agency’
means
      any of S&P, Moody’s or Fitch, and “Rating Agencies” means any two or more of
      them collectively.”

     

    “‘Regulation
      X’
means
      Regulation X of the Board of Governors of the Federal Reserve System, as
      amended, or any successor regulation.”

    


    “Sanctioned
      Entity”
shall
      mean (i) an agency of the government of, (ii) an organization directly or
      indirectly controlled by, or (iii) a person resident in a country that is
      subject to a sanctions program identified on the list maintained by OFAC and
      available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
      or as otherwise published from time to time as such program may be applicable
      to
      such agency, organization or person.

     

    “Sanctioned
      Person”
shall
      mean a person named on the list of Specially Designated Nationals or Blocked
      Persons maintained by OFAC available at
      http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
      published from time to time.

     

    (b) The
      definitions of “Borrower’s
      Rating”,
      “Consolidated
      Capitalization”,
      and
“Consolidated
      Debt”
      in
      Section 1.01 shall each be deleted in their entirety and respectively replaced
      with the following:

    


    “‘Borrower’s
      Rating’
means
      the senior unsecured long-term debt rating of the Borrower from S&P, Moody’s
      or Fitch.”

    


    “‘Consolidated
      Capitalization’
shall
      mean the sum of, without duplication, (A) the Consolidated Debt of the Borrower,
      (B) the consolidated member’s equity (determined in accordance with GAAP) of the
      common, preference and preferred equityholders of the Borrower and minority
      interests recorded on the Borrower’s consolidated financial statements
      (excluding from member’s equity the balance of accumulated other comprehensive
      income/loss of the Borrower on any date of determination solely with respect
      to
      (i) the effect of all unrealized gains and losses reported under Financial
      Accounting Standards Board Statement No. 133 in connection with forward
      contracts, futures contracts or other derivatives or commodity hedging
      agreements for the future delivery of electricity or capacity and (ii) the
      effect of any pension and other post-retirement benefit liability adjustment
      recorded in accordance with GAAP), (C) up to an aggregate amount of $200,000,000
      of Hybrid Preferred Securities and (D) up to an aggregate amount of $200,000,000
      of Equity-Linked Securities, except that for purposes of calculating
      Consolidated Capitalization of the Borrower, Consolidated Debt of the Borrower
      shall exclude Non-Recourse Debt and Consolidated Capitalization of the Borrower
      shall exclude that portion of member’s equity attributable to assets securing
      Non-Recourse Debt.”

     

    “‘Consolidated
      Debt’
means
      the consolidated Debt of the Borrower and its Consolidated Subsidiaries
      (determined in accordance with GAAP), except that for purposes of this
      definition (a) Consolidated Debt shall exclude Non-Recourse Debt of the
      Borrower and its Consolidated Subsidiaries, and (b) Consolidated Debt shall
      exclude (i) up to an aggregate amount of $200,000,000 of Hybrid Preferred
      Securities of the Borrower and its Consolidated Subsidiaries and (ii) up to
      an
      aggregate amount of $200,000,000 of Equity-Linked Securities of the Borrower
      and
      its Consolidated Subsidiaries.”

    


    (c) The
      Credit Agreement is amended by deleting the definition of “Existing
      Synthetic Lease Financing”
in
      Section 1.01 thereof. 

    


    (d) Section
      2.03(a) of the Credit Agreement shall be deleted in its entirety and replaced
      with the following:

    


    “(a) Funding
      By the Administrative Agent in Anticipation of Amounts Due from the
      Lenders.
      Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      time of any Borrowing (except in the case of a Base Rate Borrowing, in which
      case prior to the time of such Borrowing) that such Lender will not make
      available to the Administrative Agent such Lender’s share of such Borrowing, the
      Administrative Agent may assume that such Lender has made such share available
      to the Administrative Agent on the date of such Borrowing in accordance with
      Section 2.02(b), and the Administrative Agent may, in reliance upon such
      assumption, make available for the purposes of Section 2.02(b) on such date
      a
      corresponding amount. If and to the extent that such Lender shall not have
      so
      made such share available to the Administrative Agent, such Lender and the
      Borrower severally agree to repay to the Administrative Agent forthwith on
      demand such corresponding amount, together with interest thereon for each day
      from the date such amount is made available to the Borrower until the date
      such
      amount is repaid to the Administrative Agent at (i) a rate per annum equal
      to
      the higher of the Federal Funds Rate and the interest rate applicable thereto
      pursuant to Section 2.05, in the case of the Borrower, and (ii) the Federal
      Funds Rate, in the case of such Lender. Any
      payment by the Borrower hereunder shall be without prejudice to any claim the
      Borrower may have against a Lender that shall have failed to make its share
      of a
      Borrowing available to the Administrative Agent. If
      such
      Lender shall repay to the Administrative Agent such corresponding amount, such
      amount so repaid shall constitute such Lender’s Loan included in such Borrowing
      for purposes of this Agreement.”

    


    (e) Section
      2.08(a)(ii) of the Credit Agreement shall be deleted in its entirety and
      replaced with the following:

    


    “(ii) If
      on any
      date the aggregate Outstandings exceed the aggregate amount of the
      Commitments
      (such
      excess, a “Outstandings Excess”),
      the
      Borrower shall prepay, and there shall become due and payable (together with
      accrued interest thereon) on such date, an aggregate principal amount of Loans
      equal to such Outstandings
      Excess. If, at a time when a Outstandings Excess exists,
      (x) no
      Loans are outstanding or (y) the Termination Date shall have occurred and,
      in
      either case, any Letter of Credit Liabilities remain outstanding, then
      in
      either case, the
      Borrower shall cash collateralize any Letter of Credit Liabilities by
      depositing into
      a cash
      collateral account established and maintained (including the investments made
      pursuant thereto) by the Administrative Agent pursuant to a cash collateral
      agreement in form and substance satisfactory to the Administrative Agent
an
      amount
      in cash equal to the then outstanding
      Letter
      of Credit Liabilities.
      In
      determining Outstandings for purposes of this clause (ii), Letter of Credit
      Liabilities shall be reduced to the extent that they are cash collateralized
      as
      contemplated by this Section 2.08(a)(ii).”

    


    (f) Section
      5.04(a) of the Credit Agreement shall be deleted in its entirety and replaced
      with the following:

    


    “(a) Audited
      Financial Statements.
      The
      consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
      as
      of December 31, 2004
      and the
      related consolidated statements of income and cash flows for the fiscal year
      then ended, reported on by PricewaterhouseCoopers LLP, copies of which have
      been
      delivered to each of the Administrative Agent and the Lenders, fairly present,
      in conformity with GAAP, the consolidated financial position of the Borrower
      and
      its
      Consolidated Subsidiaries as
      of
      such date and their
      consolidated results of operations and cash flows for such fiscal
      year.”

    


    (g) Section
      5.04(b) of the Credit Agreement shall be deleted in its entirety and replaced
      with the following:

    


    “(b) Interim
      Financial Statements.
      The
      unaudited consolidated balance sheet of the Borrower and its Consolidated
      Subsidiaries as of September
      30, 2005
      and the
      related unaudited consolidated statements of income and cash flows for the
      three
      months then ended fairly present, in conformity with GAAP applied on a basis
      consistent with the financial statements referred to in subsection (a) of this
      Section, the consolidated financial position of the Borrower and
      its
      Consolidated Subsidiaries as
      of
      such date and their
      consolidated results of operations and cash flows for such three-month period
      (subject to normal year-end audit adjustments).”

    


    (h) Section
      5.11 of the Credit Agreement shall be deleted in its entirety and replaced
      with
      the following:

    


    “Section
      5.11. Reserved.”

    


    (i) Section
      5.17 of the Credit Agreement shall be deleted in its entirety and replaced
      with
      the following:

    


    “Section
      5.17. Reserved.”

    


    (j) The
      following Section 5.19 shall be added to the end of Article V:

    


    “Section
      5.19 OFAC.
      None of
      the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower:
      (i) is a Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned
      Entities, or (iii) derives more than 10% of its operating income from
      investments in, or transactions with Sanctioned Persons or Sanctioned Entities.
      The proceeds of any Loan will not be used and have not been used to fund any
      operations in, finance any investments or activities in, or make any payments
      to, a Sanctioned Person or a Sanctioned Entity.”

    


    (k) Section
      6.07 shall be amended by deleting the existing clause (u) and replacing it
      with
      the following:

    


    “(u) Liens
      in
      addition to those permitted by clauses (a) through (t) on the property or assets
      of a Special Purpose Subsidiary arising in connection with the Lower Mt. Bethel
      Lease Financing or the lease of such property or assets through one or more
      other lease financings;”

    


    (l) Section
      6.08 shall be amended by deleting the existing clause (iv) and replacing it
      with
      the following:

    


    “(iv)
      the
      surviving or resulting person, as the case may be, has senior long-term debt
      ratings from at least two Rating Agencies that are at least equal to each
      Borrower’s Rating at the end of the fiscal quarter immediately preceding the
      effective date of such consolidation or merger. ”

    


    (m) Section
      6.09 shall be amended by deleting the existing clause (e) and replacing it
      with
      the following:

    


    “(e)
      if,
      prior to any such Asset Sale, at least two Rating Agencies confirm the
      then-current Borrower’s Rating after giving effect to any such Asset
      Sale.”

    


    (n) Section
      6.12 shall be amended by deleting the existing clause (c) and replacing it
      with
      the following:

    


    “(c) any
      Debt
      incurred in respect of the Lower Mt. Bethel Lease Financing;”

    


    (o) Section
      9.01 of the Credit Agreement shall be deleted in its entirety and replaced
      with
      the following:

    


    “Section
      9.01 Notices. 
      Except
      as
      otherwise expressly provided herein, all notices and other communications
      hereunder shall be in writing (for purposes hereof, the term “writing” shall
      include information in electronic format such as electronic mail and internet
      web pages) or by telephone subsequently confirmed in writing; provided
      that the
      foregoing shall not apply to notices to any Lender or Issuing Lender pursuant
      to
      Article II or Article III, as applicable, if such Lender or Issuing Lender,
      as
      applicable, has notified the Administrative Agent that it is incapable of
      receiving notices under such Article in electronic format. Any notice shall
      have
      been duly given and shall be effective if delivered by hand delivery or sent
      via
      electronic mail, telecopy, recognized overnight courier service or certified
      or
      registered mail, return receipt requested, or posting on an internet web page,
      and shall be presumed to be received by a party hereto (i) on the date of
      delivery if delivered by hand or sent by electronic mail, posting on an internet
      web page, or telecopy, (ii) on the Business Day following the day on which
      the
      same has been delivered prepaid (or on an invoice basis) to a reputable national
      overnight air courier service or (iii) on the third Business Day following
      the
      day on which the same is sent by certified or registered mail, postage prepaid,
      in each case to the respective parties at the address or telecopy numbers,
      in
      the case of the Borrower and the Administrative Agent, set forth below, and,
      in
      the case of the Lenders, set forth on signature pages hereto, or at such other
      address as such party may specify by written notice to the other parties
      hereto:

     

    

      if
        to the
        Borrower:

       

      PPL
        Energy Supply, LLC

      Two
        North
        Ninth Street (GENTW14)

      Allentown,
        PA 18101-1179

      Attention:
        Russell R. Clelland

      Telephone:
        610-774-5151

      Facsimile:
        610-774-5235

      


      with
        a
        copy to:

       

      Two
        North
        Ninth Street (GENTW3)

      Allentown,
        PA 18101-1179

      Attention:
        Thomas D. Salus, Esq.

      Telephone:
        610-774-7445

      Facsimile:
        610-774-6726

      


      if
        to the
        Administrative Agent:

       

      Wachovia
        Fixed Income Structured Trading Solutions, LLC

      One
        Wachovia Center

      301
        South
        College Street - NC0760

      Charlotte,
        North Carolina 28288

      Attention:
        Rick Price

      Telephone:
        704-374-4062

      Facsimile:
        704-383-6647

      


      with
        a
        copy to:

       

      Wachovia
        Fixed Income Structured Trading Solutions, LLC

      One
        Wachovia Center

      301
        South
        College Street, 6th
        Floor

      Charlotte,
        North Carolina 28288

      Attention:
        Michael J. Kolosowsky

      Telephone:
        704-383-8225

      Facsimile:
        704-383-0661

      


      with
        a
        copy to:

       

      Alston
        & Bird LLP

      101
        South
        Tryon Street, Suite 4000

      Charlotte,
        North Carolina 28280

      Attention:
        Paul S. Donohue, Esq.

      Telephone:
        704-444-1039

      Facsimile:
        704-444-1739”



    (p) Section
      9.03(b) of the Credit Agreement shall be deleted in its entirety and replaced
      with the following:

    


    “(b) Indemnity
      in Respect of Loan Documents.
      The
      Borrower agrees to indemnify the Agents and each Lender, their respective
      Affiliates and the respective directors, officers, trustees, agents and
      employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee
      harmless from and against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs and expenses or disbursements of
      any
      kind whatsoever (including, without limitation, the reasonable fees and
      disbursements of counsel and any civil penalties or fines assessed by OFAC),
      which may at any time (including, without limitation, at any time following
      the
      payment of the obligations of the Borrower hereunder) be imposed on, incurred
      by
      or asserted against such Indemnitee in connection with any investigative,
      administrative or judicial proceeding (whether or not such Indemnitee shall
      be
      designated a party thereto) brought or threatened relating to or arising out
      of
      the Loan Documents or any actual or proposed use of proceeds of Loans hereunder;
      provided, that no Indemnitee shall have the right to be indemnified hereunder
      for such Indemnitee’s own gross negligence or willful misconduct as determined
      by a court of competent jurisdiction in a final, non-appealable judgment or
      order.”

    


    (q) Section
      9.12 of the Credit Agreement shall be deleted in its entirety and replaced
      with
      the following:

    


    “Section
      9.12 Confidentiality.
      Each
      Lender agrees to hold all non-public information obtained pursuant to the
      requirements of this Agreement in accordance with its customary procedure for
      handling confidential information of this nature and in accordance with safe
      and
      sound banking practices; provided, that nothing herein shall prevent any Lender
      from disclosing such information (i) to any other Lender or to any Agent, (ii)
      to any other Person if reasonably incidental to the administration of the Loans
      and Letter of Credit Liabilities, (iii) upon the order of any court or
      administrative agency, (iv) to the extent requested by, or required to be
      disclosed to, any rating agency or regulatory agency or similar authority
      (including any self-regulatory authority, such as the National Association
      of
      Insurance Commissioners), (v) which had been publicly disclosed other than
      as a
      result of a disclosure by any Agent or any Lender prohibited by this Agreement,
      (vi) in connection with any litigation to which any Agent, any Lender or any
      of
      their respective Subsidiaries or Affiliates may be party, (vii) to the extent
      necessary in connection with the exercise of any remedy hereunder, (viii) to
      such Lender’s or Agent’s Affiliates and their respective directors, officers,
      employees and agents including legal counsel and independent auditors (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such information and instructed to keep such
      information confidential), (ix) with the consent of the Borrower, (x) to Gold
      Sheets and other similar bank trade publications, such information to consist
      solely of deal terms and other information customarily found in such
      publications and (xi) subject to provisions substantially similar to those
      contained in this Section, to any actual or proposed Participant or Assignee
      or
      to any actual or prospective counterparty (or its advisors) to any
      securitization, swap or derivative transaction relating to the Borrower’s
      Obligations hereunder. Notwithstanding the foregoing, any Agent, any Lender
      or
      Alston & Bird LLP may circulate promotional materials and place
      advertisements in financial and other newspapers and periodicals or on a home
      page or similar place for dissemination of information on the Internet or
      worldwide web, in each case, after the closing of the transactions contemplated
      by this Agreement in the form of a “tombstone” or other release limited to
      describing the names of the Borrower or its Affiliates, or any of them, and
      the
      amount, type and closing date of such transactions, all at their sole
      expense.”

    


    (r) Schedule
      5.12 to the Credit Agreement is hereby deleted and replaced with Schedule 5.12
      attached hereto.

    


    Section
      2. Conditions
      Precedent.
      The
      effectiveness of this Amendment is subject to receipt by the Administrative
      Agent of each of the following, each in form and substance satisfactory to
      the
      Administrative Agent:

    


    (a) A
      counterpart of this Amendment duly executed by the Borrower and the Required
      Lenders;

    


    (b) Evidence
      that all fees and expenses payable to the Administrative Agent in connection
      with this Amendment have been paid; and 

    


    (c) Such
      other documents, instruments and agreements as the Administrative Agent may
      reasonably request.

    


    Section 3.
      Representations.
      The
      Borrower represents and warrants to the Administrative Agent and the Lenders
      that:

    


    (a) Authorization.
      The
      Borrower has the right and power, and has taken all necessary action to
      authorize it, to execute and deliver this Amendment and to perform its
      obligations hereunder and under the Credit Agreement, as amended by this
      Amendment, in accordance with their respective terms. This Amendment has been
      duly executed and delivered by a duly authorized officer of the Borrower and
      each of this Amendment and the Credit Agreement, as amended by this Amendment,
      is a legal, valid and binding obligation of the Borrower enforceable against
      the
      Borrower in accordance with its respective terms except as (i) the
      enforceability thereof may be limited by bankruptcy, insolvency or similar
      laws
      affecting creditors rights generally and (ii) the availability of equitable
      remedies may be limited by equitable principles of general
      applicability.

    


    (b) Compliance
      with Laws, etc.
      The
      execution and delivery by the Borrower of this Amendment and the performance
      by
      the Borrower of this Amendment and the Credit Agreement, as amended by this
      Amendment, in accordance with their respective terms, do not and will not,
      by
      the passage of time, the giving of notice or otherwise: (i) require any
      Government Action or violate any Applicable Law relating to the Borrower;
      (ii) conflict with, result in a breach of or constitute a default under the
      organizational documents of the Borrower, or any indenture, agreement or other
      instrument to which the Borrower is a party or by which it or any of its
      properties may be bound; or (iii) result in or require the creation or
      imposition of any Lien upon or with respect to any property now owned or
      hereafter acquired by the Borrower. 

    


    (c) No
      Default.
      No
      Default or Event of Default has occurred and is continuing as of the date hereof
      or will exist immediately after giving effect to this Amendment.

    


    Section 4.
      Reaffirmation
      of Representations by Borrower.
      The
      Borrower hereby repeats and reaffirms all representations and warranties made
      by
      the Borrower to the Administrative Agent and the Lenders in the Credit Agreement
      and the other Loan Documents on and as of the date hereof with the same force
      and effect as if such representations and warranties were set forth in this
      Amendment in full.

    


    Section 5.
      Certain
      References.
      Each
      reference to the Credit Agreement in any of the Loan Documents shall be deemed
      to be a reference to the Credit Agreement as amended by this Amendment.


    


    Section 6.
      Expenses.
      The
      Borrower shall reimburse the Administrative Agent upon demand for all costs
      and
      expenses (including attorneys’ fees) incurred by the Administrative Agent in
      connection with the preparation, negotiation and execution of this Amendment
      and
      the other agreements and documents executed and delivered in connection
      herewith. 

    


    Section 7.
      Benefits.
      This
      Amendment shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

    


    Section 8.
      GOVERNING
      LAW.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
      PERFORMED, IN SUCH STATE.

    


    Section 9.
      Effect;
      Ratification.
      Except
      as expressly herein amended, the terms and conditions of the Credit Agreement
      and the other Loan Documents remain unchanged and continue to be in full force
      and effect. The amendments contained herein shall be deemed to have prospective
      application only, unless otherwise specifically stated herein. The Credit
      Agreement is hereby ratified and confirmed in all respects. It is the intention
      and understanding of the parties hereto that this Amendment shall act as an
      amendment to the Credit Agreement and shall not act as a novation of the
      indebtedness evidenced by the Credit Agreement.

    


    Section 10.
      Counterparts.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and shall be binding upon all parties, their successors
      and assigns.

    


    Section
      11.  Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of each of the parties
      hereto and its respective successors and assigns. The successor and assigns
      of
      such entities shall include, without limitation, their respective receivers,
      trustees or debtors-in-possession. 

    


    [Signatures
      on Next Page]

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to
      Five-Year Letter of Credit and Reimbursement Agreement to be executed as of
      the
      date first above written.

    


    PPL
      ENERGY SUPPLY, LLC

    


    By: 
      ______________________________

    Name: 
      ____________________________

    Title:
      ______________________________

     


    WACHOVIA
      FIXED INCOME STRUCTURED

     TRADING
      SOLUTIONS, LLC, as Administrative

     Agent

     

    By: 
      ______________________________

    Name: 
      ____________________________

    Title:
      ______________________________

     

     

    WACHOVIA
      FIXED INCOME STRUCTURED

     TRADING
      SOLUTIONS, LLC, as Issuing Lender

    


    By: 
      ______________________________

    Name: 
      ____________________________

    Title:
      ______________________________

     

     

                              WACHOVIA
      FIXED INCOME
      STRUCTURED

                               TRADING
      SOLUTIONS, LLC, as
      a Lender

     

    
      By: 
        ______________________________

      Name: 
        ____________________________

      Title:
        ______________________________

      
 

    

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      5.12

    


    


    Restricted
      Subsidiaries

    


    


    
      	
              Restricted
                Subsidiary

            	
              Jurisdiction
                of Organization

            
	
              PPL
                Generation , LLC

            	
              Delaware

            
	
              PPL
                Montana Holdings, LLC

            	
              Delaware

            
	
              PPL
                Montana, LLC

            	
              Delaware

            
	
              PPL
                Martins Creek, LLC

            	
              Delaware

            
	
              PPL
                Brunner Island, LLC

            	
              Delaware

            
	
              PPL
                Montour, LLC

            	
              Delaware

            
	
              PPL
                Susquehanna, LLC

            	
              Delaware

            
	
              PPL
                Wallingford LLC

            	
              Connecticut

            
	
              PPL
                Holtwood, LLC

            	
              Delaware

            
	
              PPL
                Maine, LLC

            	
              Delaware

            
	
              PPL
                EnergyPlus, LLC

            	
              Pennsylvania

            
	
              PPL
                Investment Corporation

            	
              Delaware

            
	
              PPL
                Shoreham Energy, LLC

            	
              Delaware

            
	
              PPL
                Edgewood Energy, LLC

            	
              Delaware