Exhibit 10(q)





PPL CORPORATION



INCENTIVE COMPENSATION PLAN
  FOR KEY EMPLOYEES



EFFECTIVE JANUARY 1, 1997











Amended and Restated Effective January 1, 2003
Plan Terminates January 1, 2013



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PPL CORPORATION



INCENTIVE COMPENSATION PLAN
  FOR KEY EMPLOYEES



EFFECTIVE JANUARY 1, 1997

TABLE OF CONTENTS

|SECTION |                                                   | PAGE                                      
|------- | ------------------------------------------------- | ------------------------------------------
|        |                                                   |                                           
|1       | Purpose                                           | I-1                                       
|        |                                                   |                                           
|2       | Definitions                                       | II-1                                      
|        | (a)                                               | Affiliated Company or Affiliated Companies
|        | (b)                                               | Award                                     
|        | (c)                                               | Beneficiary                               
|        | (d)                                               | Board                                     
|        | (e)                                               | Cause                                     
|        | (f)                                               | Change in Control                         
|        | (g)                                               | CLC                                       
|        | (h)                                               | Code                                      
|        | (i)                                               | Common Stock                              
|        | (j)                                               | Date of Grant                             
|        | (k)                                               | Disability or Disabled                    
|        | (l)                                               | Dividend Equivalents                      
|        | (m)                                               | Eligible Employee                         
|        | (n)                                               | Exchange Act                              
|        | (o)                                               | Fair Market Value                         
|        | (p)                                               | Good Reason                               
|        | (q)                                               | Key Employee                              
|        | (r)                                               | Option or Stock Option                    
|        | (s)                                               | Other Stock-Based Awards                  
|        | (t)                                               | Participant                               
|        | (u)                                               | Person                                    
|        | (v)                                               | Plan                                      
|        | (w)                                               | Potential Change in Control               
|        | (x)                                               | PPL                                       
|        | (y)                                               | PPL Corporation                           
|        | (z)                                               | Restricted Stock                          
|        | (aa)                                              | Restricted Stock Unit                     
|        | (bb)                                              | Restriction Period                        
|        | (cc)                                              | Retirement                                
|        | (dd)                                              | Termination                               
|        |                                                   |                                           
|3       | Effective Date and Duration                       | III-1                                     
|        |                                                   |                                           
|4       | Administration of the Plan                        | IV-1                                      
|        |                                                   |                                           
|5       | Grant of Awards and Limitation                    |                                           
|        | of Number of Shares Awarded                       | V-1                                       
|        |                                                   |                                           
|6       | Eligibility                                       | VI-1                                      
|        |                                                   |                                           
|7       | Restricted Stock and Restricted Stock
      Units | VII-1                                     
|        |                                                   |                                           
|8       | Stock Options                                     | VIII-1                                    
|        |                                                   |                                           
|9       | Amendment of the Plan                             | IX-1                                      
|        |                                                   |                                           
|10      | Miscellaneous Provisions                          | X-1                                       
|        |                                                   |                                           
|11      | Other Stock-Based Awards                          | XI-1                                      



PPL CORPORATION



INCENTIVE COMPENSATION PLAN
  FOR KEY EMPLOYEES



SECTION 1. PURPOSE.



The purpose of the Incentive Compensation Plan for Key Employees
  (the "Plan") is to provide a method whereby key employees of PPL Corporation,
  PPL Electric Utilities Corporation and other Affiliated Companies may be awarded
  additional remuneration in a manner which increases their ownership interest,
  aligns their interest with that of shareowners and encourages them to remain
  in the employ of PPL Corporation or an Affiliated Company.





SECTION 2. DEFINITIONS.



The following definitions are applicable to the Plan:

(a)  "Affiliated Company" or "Affiliated Companies"
  shall mean any parent or subsidiaries of PPL Corporation (or companies under
  common control with PPL Corporation) which are members of the same controlled
  group of corporations (within the meaning of section 1563(a) of the Code) as
  PPL Corporation or are companies under common control with PPL Corporation (within
  the meaning of Section 414(c) of the Code).

(b)  "Award" means, individually or
  collectively, Options, Restricted Stock, Restricted Stock Units, or Other Stock-Based
  Awards granted hereunder.

(c)  "Beneficiary" means the beneficiary
  to be paid Common Stock or Dividend Equivalents, or to whom an Option is to
  be transferred, on the death of a Participant. The Participant may designate
  a Beneficiary in writing by filing a beneficiary form with the Administrator.
  An alternate Beneficiary may also be named. The last form on file with the Administrator
  shall control. If no Beneficiary or alternate Beneficiary is designated, or
  if they have predeceased the Participant, then the Beneficiary shall be the
  participant's estate.

(d)  "Board" means the Board of Directors
  of PPL Corporation.

(e)  "Cause" for termination by PPL Corporation
  or an Affiliated Company of a Participant's employment means (i) the willful
  and continued failure by Participant to substantially perform Participant's
  duties with PPL Corporation or an Affiliated Company (other than any such failure
  resulting from Participant's incapacity due to physical or mental illness or,
  if applicable, any such actual or anticipated failure after the issuance of
  any "Notice of Termination for Good Reason" by the Participant pursuant
  to any severance agreement between Participant and PPL Corporation or an Affiliated
  Company) after a written demand for substantial performance is delivered to
  Participant by the Board, which demand specifically identifies the manner in
  which the Board believes that Participant has not substantially performed Participant's
  duties, or (ii) the willful engaging by Participant in conduct which is demonstrably
  and materially injurious to PPL Corporation or an Affiliated Company, monetarily
  or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no
  act or failure to act, on Participant's part shall be deemed "willful" unless
  done, or omitted to be done, by Participant not in good faith and without reasonable
  belief that Participant's act, or failure to act, was in the best interest of
  PPL Corporation or an Affiliated Company and (y) in the event of a dispute concerning
  the application of this provision, no claim by PPL Corporation or an Affiliated
  Company that Cause exists shall be given effect unless PPL Corporation or the
  Affiliated Company establishes to the Board by clear and convincing evidence
  that Cause exists.

If at the time of determination, a Participant is employed
  by an Affiliated Company, for purposes of this definition, the board of directors
  of such Affiliated Company shall be substituted for the Board.

(f)  "Change in Control" means the occurrence
  of any one of the following events: (1) the following individuals cease for
  any reason to constitute a majority of the number of directors then serving:
  individuals who, on the date hereof, constitute the Board of Directors of PPL
  Corporation and any new director (other than a director whose initial assumption
  of office is in connection with an actual or threatened election contest, including
  but not limited to a consent solicitation, relating to the election of directors
  of PPL Corporation) whose appointment or election by the Board of Directors
  of PPL Corporation or nomination for election by PPL Corporation's shareowners
  was approved or recommended by a vote of at least two-thirds (2/3) of the directors
  then still in office who either were directors on the date hereof or whose appointment,
  election or nomination for election was previously so approved or recommended;
  (2) any Person becomes the beneficial owner (within the meaning of Rule 13d-3
  under the Exchange Act), directly or indirectly, of securities of PPL Corporation
  representing 20% or more of the combined voting power of PPL Corporation's then
  outstanding securities entitled to vote generally in the election of directors;
  (3) there is consummated a merger or consolidation of PPL Corporation or any
  direct or indirect subsidiary of PPL Corporation with any other corporation
  or other entity, other than (A) a merger or consolidation which would result
  in the voting securities of PPL Corporation outstanding immediately prior to
  such merger or consolidation continuing to represent (either by remaining outstanding
  or by being converted into voting securities of the surviving entity or any
  parent thereof), in combination with the ownership of any trustee or other fiduciary
  holding securities under an employee benefit plan of PPL Corporation or any
  subsidiary of PPL Corporation, at least 60% of the combined voting power of
  the securities of PPL Corporation or at least 60% of the combined voting power
  of the securities of such surviving entity or any parent thereof outstanding
  immediately after such merger or consolidation; or (B) a merger or consolidation
  effected to implement a recapitalization of PPL Corporation (or similar transaction)
  in which no Person is or becomes the beneficial owner, directly or indirectly,
  of securities of PPL Corporation (excluding in the securities beneficially owned
  by such Person any securities acquired directly from PPL Corporation or its
  Affiliates) representing 20% or more of the combined voting power of PPL Corporation's
  then outstanding securities; (4) the shareowners of PPL Corporation approve
  a plan of complete liquidation or dissolution of PPL Corporation; or (5) the
  Board of Directors of PPL Corporation adopts a resolution to the effect that
  a "Change in Control" has occurred or is anticipated to occur.

(g)  "CLC" means the Corporate Leadership
  Council of PPL Corporation or the successor senior management body responsible
  for setting policy for PPL Corporation.

(h)  "Code" means the Internal Revenue
  Code of 1986, as may be amended from time to time. Reference in this Plan to
  any section of the Code shall be deemed to include any amendments or successor
  provisions to such section and any regulations promulgated thereunder.

(i)  "Common Stock" means the common
  stock of PPL Corporation.

(j)  "Date of Grant" means the date
  on which the granting of an Award is authorized by CLC or such later date as
  may be specified by CLC in such authorization.

(k)  "Disability" or "Disabled"
  means the inability of the Participant to perform each and every duty pertaining
  to the Participant's regular occupation by reason of any medically determinable
  physical or mental impairment which can be expected to result in death or which
  has lasted or can be expected to last for a continuous period of not less than
  six months.

(l)  "Dividend Equivalents" means cash compensation
  paid to a Participant who has received an Award of Restricted Stock Units or
  Options, generally to be paid in the same amount and at the same time as dividends
  would be paid if the Participant actually owned the number of shares of Common
  Stock represented by such Restricted Stock Units or underlying such Options,
  as applicable. CLC shall have the discretion to adjust the value of Dividend
  Equivalents, to reflect changes in law or dividend paying practices of PPL Corporation.
  CLC shall also have discretion to award Dividend Equivalents to a Participant
  who has received Restricted Stock, to reflect changes in law or dividend paying
  practices of PPL Corporation.

(m)  "Eligible Employee" means any
  person employed by PPL Corporation, or an Affiliated Company, on a regularly
  scheduled basis, during any portion of a period for which an Award can be made
  and who satisfies all of the requirements of Section 6 effective July 1, 2000.

(n)  "Exchange Act" means the Securities Exchange
  Act of 1934, or amended from time to time.

(o)  "Fair Market Value" means the
  average of the high and low sale prices of the Common Stock as reflected in
  the New York Stock Exchange Composite Transactions on the date as of which Fair
  Market Value is being determined or, if no Common Stock is traded on the date
  as of which Fair Market Value is being determined, Fair Market Value shall be
  the average of the high and low sale prices of the Common Stock as reflected
  in the New York Stock Exchange Composite Transactions on the next preceding
  day on which the Common Stock was traded.

(p)  "Good Reason"for termination of Participant's employment
  with PPL Corporation or an Affiliated Company by such Participant means the
  occurrence (without Participant's express written consent) after a Change in
  Control or after a Potential Change in Control (treating all references to a
  "Change in Control" in paragraphs (a) through (g), below, as including
  references to a "Potential Change in Control" to the extent appropriate
  ), of any one of the following acts, or failures to act, by PPL Corporation
  or an Affiliated Company:

(i)  the assignment to Participant of any duties inconsistent with
  Participant's status as an executive officer or key employee of PPL Corporation
  or an Affiliated Company or a substantial adverse alteration in the nature or
  status of Participant's responsibilities from those in effect immediately prior
  to a Change in Control;

(ii)  a reduction by PPL Corporation or an Affiliated Company of
  Participant's annual base salary as in effect immediately prior to date the
  Change of Control or Potential Change of Control occurs or as the same may be
  increased from time to time, except that across-the-board decreases uniformly
  affecting management, key employees and salaried employees of PPL Corporation
  or an Affiliated Company, or the business unit in which Participant is then
  employed shall not be treated as Good Reason;

(iii)  the relocation of Participant's principal work location to
  a location more than 30 miles from such work location immediately prior to a
  Change in Control, or PPL Corporation's or an Affiliated Company's requiring
  the Participant to be based anywhere other than such principal place of employment
  (or permitted relocation thereof) except for required travel on PPL Corporation's
  or an Affiliated Company's business to an extent substantially consistent with
  the Participant's present business travel obligations as in effect immediately
  prior to the Change in Control;

(iv)  the failure by PPL Corporation or an Affiliated Company to
  pay to Participant any portion of Participant's current compensation or to pay
  to Participant any portion of an installment of deferred compensation under
  any deferred compensation program of PPL Corporation or an Affiliated Company,
  within seven (7) days of the date such compensation is due except for across-the-board
  compensation deferrals uniformly affecting management, key employees and salaried
  employees of PPL Corporation or an Affiliated Company, or the business unit
  in which Participant is then employed;

(v)  the failure by PPL Corporation or an Affiliated Company to continue
  in effect any compensation or benefit plan in which Participant participates
  immediately prior to a Change in Control which is material to Participant's
  total compensation, or any substitute plans adopted prior to a Change in Control,
  unless an equitable arrangement (embodied in an ongoing substitute or alternative
  plan) has been made with respect to such plan, or the failure by PPL Corporation
  or Affiliated Company to continue Participant's participation therein (or in
  such substitute or alternative plan) on a basis not materially less favorable,
  both in terms of the amount or timing of payment of benefits provided and the
  level of Participant's participation relative to other participants, as existed
  immediately prior to the Change in Control, or

(vi)  the failure by PPL Corporation or an Affiliated Company to
  continue to provide Participant with benefits substantially similar to those
  enjoyed by Participant under any of PPL Corporation's or an Affiliated Company's
  pension, retirement, savings, life insurance, medical, health and accident,
  or disability plans in which Participant was participating immediately prior
  to a Change in Control, except for across-the-board changes to any such plans
  uniformly affecting all participants in such plans, the taking of any action
  by PPL Corporation or an Affiliated Company which would directly or indirectly
  materially reduce any of such benefits or deprive Participant of any material
  fringe benefit enjoyed by Participant immediately prior to a Change in Control,
  or the failure by PPL Corporation or an Affiliated Company to provide Participant
  with the number of paid vacation days to which Participant is entitled on the
  basis of years of service with PPL Corporation or an Affiliated Company in accordance
  with PPL Corporation's or an Affiliated Company's normal vacation policy in
  effect at the time of the Change in Control.

(vii)  any purported termination of the Participant's employment
  which is not effected in the manner required by any severance agreement between
  the Participant and PPL Corporation or an Affiliated Company.

Participant's right to terminate his or her employment with PPL Corporation
  or an Affiliated Company for Good Reason shall not be affected by Participant's
  incapacity due to physical or mental illness. Participant's continued employment
  shall not constitute consent to, or a waiver of rights with respect to, any
  act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of
  Good Reason, any claim by the Participant that Good Reason exists shall be presumed
  correct unless PPL Corporation or an Affiliated Company establishes to the Board
  by clear and convincing evidence that Good Reason does not exist. If at the
  time of any such determination, the Participant is employed by an Affiliated
  Company, such determination shall be made by the board of directors of such
  Affiliated Company, rather than the Board.

(q)  "Key Employee" means an Eligible Employee
  who in the opinion of CLC, has responsibility for the continued growth, development
  and financial success of PPL Corporation or its Affiliated Companies.

(r)  "Option" or "Stock Option"
  means a nonqualified stock option granted under Section 8 with respect to Common
  Stock.

(s)  "Other Stock-Based Awards" means an award
  granted under section 11.

(t)  "Participant" means a Key Employee
  who has been granted an Award under the Plan.

(u)  "Person" shall have the meaning given
  in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d)
  and 14(d) thereof; provided, however, a Person shall not include (1) PPL Corporation
  or any of its subsidiaries, (2) a trustee or other fiduciary holding securities
  under an employee benefit plan of PPL Corporation or any of its subsidiaries,
  (3) an underwriter temporarily holding securities pursuant to an offering of
  such securities, or (4) a corporation owned, directly or indirectly, by the
  stockholders of PPL Corporation in substantially the same proportions as their
  ownership of stock of PPL Corporation.

(v)  "Plan" means the PPL Corporation
  Incentive Compensation Plan for Key Employees (prior to February 14, 2000, the
  PP&L Resources Incentive Compensation Plan for Key Employees).

(w)  "Potential Change in Control" means the
  occurrence of any one of the conditions set forth in the following clauses:
  (i) PPL Corporation enters into an agreement, the consummation of which would
  result in the occurrence of a Change in Control; (ii) any Person publicly announces
  an intention to take or to consider taking actions which if consummated would
  constitute a Change in Control; (iii) any Person is or becomes the beneficial
  owner, directly or indirectly, of securities of PPL Corporation representing
  5% or more of the combined voting power of PPL Corporation then outstanding
  securities entitled to vote generally in the election of directors; or (iv)
  the Board adopts a resolution to the effect that, for purposes of this Plan,
  a Potential Change in Control has occurred.

(x)  "PPL" means PPL Electric
  Utilities Corporation (prior to February 14, 2000, PP&L, Inc.).

(y)  "PPL Corporation" means PPL Corporation
  (prior to February 14, 2000, PP&L Resources, Inc.).

(z)  "Restricted Stock" means Common
  Stock awarded to a Participant under Section 7.

(aa)  "Restricted Stock Unit" means an award
  based on the Fair Market Value of Common Stock, payable at a specified future
  time in a specified number of shares of Common Stock, and dependent on such
  conditions as CLC shall determine.

(bb)  "Restriction Period" means that
  period of time determined by CLC pursuant to Section 7B that a Restricted Stock
  Award or Restricted Stock Unit Award is subject to a restriction on its transfer.

(cc)  "Retirement" means:



(a)  for a Participant who is entitled to benefits
  under the PPL Retirement Plan, termination of employment with PPL Corporation
  and all of its Affiliated Companies after satisfying the conditions for early
  retirement, normal retirement or late retirement under such plan;

(b)  for all other Participants, termination of employment
  with PPL Corporation and all of its Affiliated Companies after (i) attaining
  age 65, or (ii) for a Participant who at the time of termination of employment
  is an officer of PPL Corporation or any of its Affiliated Companies, after attaining
  age 50, if CLC, in its sole discretion, determines that such termination constitutes
  "Retirement" for purposes of this Plan.

(dd)  "Termination" means a Participant's
  resignation or discharge from employment with PPL Corporation and all of its
  Affiliated Companies for any reason other than death, Disability or Retirement.





SECTION 3. EFFECTIVE DATE AND DURATION.



This Plan shall be effective as of January 1, 1997. The Plan
  shall continue in effect until all matters relating to the granting and exercise
  of Awards and the administration of the Plan have been settled, but shall automatically
  terminate in any event on January 1, 2013.





SECTION 4. ADMINISTRATION OF THE PLAN.



The Plan shall be administered by CLC. CLC shall have full
  power and authority to make Awards to Key Employees pursuant to the provisions
  of the Plan, to interpret the provisions of the Plan, to supervise the administration
  of the Plan and to delegate any of the foregoing responsibilities to any such
  person who, in its sole discretion, it deems appropriate. Such person or persons
  shall be referred to as the "Administrator" herein.

All decisions made by CLC pursuant to the provisions of the
  Plan shall be final, conclusive and binding upon all parties affected thereby.





SECTION 5.  GRANT OF AWARDS AND LIMITATION OF
  NUMBER OF SHARES AWARDED.



CLC may, from time to time, grant Awards to one or more
  Key Employees, provided that: (i) subject to any adjustment pursuant to Section
  10G, the maximum number of shares of Common Stock subject to Awards shall not
  exceed 2% of the outstanding Common Stock of PPL Corporation on the first day
  of each calendar year commencing on and after January 1, 1999; (ii) the maximum
  number of Options awarded to any single Eligible Employee in any calendar year
  shall not exceed 1.5 million shares; provided that any portion of such maximum
  number of shares that has not been granted may be carried over and used in any
  subsequent years; (iii) to the extent that an Award lapses or is forfeited or
  the rights of the Participant to whom an Award was granted terminate, any shares
  of Common Stock subject to such Award shall again be available for the grant
  of an Award under the Plan; and (iv) shares delivered under the Plan may be
  authorized and unissued Common Stock, Common Stock held in the treasury of PPL
  Corporation or Common Stock purchased on the open market (including private
  purchases) in accordance with applicable securities laws.





SECTION 6. ELIGIBILITY.



Subject to the provisions of the Plan, CLC shall from time
  to time designate the Key Employees to whom Awards shall be granted and determine
  the form and amount of each such Award. No Eligible Employee of PPL Corporation
  or an Affiliated Company shall have any right to be granted an Award under the
  Plan.





SECTION 7. RESTRICTED STOCK, RESTRICTED STOCK UNITS.



A. Grants of Restricted Stock or Restricted Stock Units.
  An Award of Restricted Stock shall be granted in the form of shares of Common
  Stock, restricted as provided in this Section 7. An Award of Restricted Stock
  Units shall be granted as a notification to the Participant that a specified
  number of shares of Common Stock will be granted at the close of a Restriction
  Period. The Restricted Stock or Restricted Stock Units shall be issued without
  the payment of consideration by the Participant. The certificates for the Restricted
  Stock shall be issued, in the name of the Participant to whom the Award is made,
  shall be retained by PPL Corporation on behalf of the Participant and shall
  bear a restrictive legend prohibiting the sale, transfer, pledge or hypothecation
  of the Restricted Stock until the expiration of the Restriction Period. Awards
  of Restricted Stock made without the issuance of a certificate will be reflected
  in PPL Corporation's stock register in the appropriate Participant's name and
  with a notation that the shares are restricted.

CLC may also impose such other restrictions and conditions
  on the Restricted Stock or Restricted Stock Units as it deems appropriate.

Upon the issuance to a Participant of Restricted Stock, the
  Participant shall have the right (i) to vote the Restricted Stock, (ii) to receive
  cash dividends distributable with respect to such Restricted Stock, and (iii)
  if granted by CLC to reflect changes in law or dividend paying practices of
  PPL Corporation, to receive Dividend Equivalents. Upon issuance to a Participant
  of Restricted Stock Units, the Participant shall have the right, if granted
  by CLC, to receive an Award of Dividend Equivalents, which generally shall provide
  for payout until the earlier of the time Common Stock is issued under the terms
  of the Award of Restricted Stock Units, such Award is forfeited or such later
  time as determined by CLC in its discretion.

Upon completion of the Restriction Period for Restricted Stock
  and Restricted Stock Units, all restrictions on the Award will expire and certificates
  representing the Restricted Stock or Restricted Stock Units will be issued (or,
  in the case of Awards of Restricted Stock made without the issuance of certificates,
  the Administrator will cause the PPL Corporation's stock register to reflect
  the removal of such restrictions). As a condition precedent to the receipt of
  the above-referenced certificates or stock register entries, the Participant
  (or the Participant's Beneficiary or personal representative) will agree to
  make payment to PPL Corporation or an Affiliated Company of the amount of any
  federal, state or local taxes, payable by the Participant, which are required
  to be withheld by PPL Corporation or an Affiliated Company with respect to the
  Award.

B. Restriction Period. At the time a Restricted Stock
  or Restricted Stock Units Award is granted, CLC shall establish a Restriction
  Period applicable to such Award which shall be not less than three years. Each
  Restricted Stock or Restricted Stock Units Award may have a different Restriction
  Period.

Notwithstanding the other provisions of this Section 7: (i)
  in the event of a Change in Control, the Restriction Periods on all Restricted
  Stock or Restricted Stock Units Awards previously granted shall lapse and (ii)
  apart from a Change in Control, CLC is authorized in its sole discretion to
  accelerate the time at which any or all of the restrictions on all or any part
  of a Restricted Stock or Restricted Stock Units Award shall lapse or to remove
  any or all of such restrictions whenever CLC may decide that changes in tax
  or other laws or other circumstances arising after the granting of a Restricted
  Stock or Restricted Stock Units Award make such action appropriate. CLC may,
  in its discretion, authorize a deferral of stock award gains program which covers
  any Restricted Stock Units prior to the end of the Restriction Period or any
  unexercised Options. If CLC does so authorize such a program, a Participant
  may defer receipt of Common Stock as permitted under that program.

C. Forfeiture or Payout of Award. During the Restriction
  Period, Restricted Stock or Restricted Stock Units Awards are subject to forfeiture
  or payout (i.e., removal of restrictions) as indicated for each of the following
  events:

(i)  Termination - In this event, the Restricted
  Stock or Restricted Stock Units Award will be completely forfeited.

(ii)  Retirement - In this event, Restricted Stock
  will be completely forfeited, but payout of the Restricted Stock Units Award
  will be made with complete removal of restrictions if the Participant is eligible
  for and actually receives retirement benefits. If retirement or severance benefits
  are payable under a separation program or policy, the restrictions will be modified,
  but only in accordance with the express terms of such separation program or
  policy, and in the absence of such express terms there shall be a complete forfeiture
  of Restricted Stock or Restricted Stock Units.

(iii)  Disability - In this event, payout of the
  Restricted Stock or Restricted Stock Units Award will be prorated as if the
  Participant had maintained active employment until age 65.

(iv)  Death - In this event, payout of the Restricted
  Stock or Restricted Stock Units Award will be prorated as if the Participant
  had maintained active employment until age 65, and will be made to the Beneficiary.

(v)  Conversions between Restricted Stock and Restricted
  Stock Units. CLC has the discretion to convert with the consent of the Participant
  any or all Restricted Stock into Restricted Stock Units of equivalent value,
  and to convert any or all Restricted Stock Units into Restricted Stock of equivalent
  value, prior to the end of the applicable Restriction Period. Upon any such
  conversion, the Restricted Stock or Restricted Stock Units so converted will
  be completely forfeited, and the Participant shall have the rights with respect
  to Restricted Stock, Restricted Stock Units and Dividend Equivalents (if applicable)
  as may be specified in the conversion notice.

Notwithstanding anything in this Section 7C to the contrary,
  in the event that prior to any payout of Common Stock a Participant described
  in this section 7C violates any noncompete agreements between Participant and
  PPL Corporation or an Affiliated Company, his Restricted Stock or Restricted
  Stock Units Award, and any Dividend Equivalents, will be completely forfeited.

In any instance where payout of a Restricted Stock or Restricted
  Stock Units Award is to be prorated, CLC may choose in its sole discretion to
  provide the Participant (or the Participant's Beneficiary) with the entire Award
  rather than the prorated portion thereof.

Any Restricted Stock which is forfeited hereunder will be transferred
  to PPL Corporation.

D. Section 83(b) Election. As a condition of receiving
  Restricted Stock, a Participant shall agree in writing to notify PPL Corporation
  within 30 days of the Date of Grant whether or not the Participant has made
  an election under section 83(b) of the Code to report the value of the Restricted
  Stock as income on the Date of Grant.





SECTION 8. STOCK OPTIONS.



A. Grant of Option. One or more Options may be granted
  to any Key Employee designated by CLC in such amounts and subject to such terms
  and conditions as CLC may from time to time in its sole discretion determine,
  but which are consistent with the terms of this Plan. In connection with the
  grant of an Option, CLC may also grant an Award of Dividend Equivalents, which
  shall provide for payout until the earlier of the time that such Option is exercised,
  the term of such Option ends or such later time as determined by CLC in its
  discretion.

B. Notification of the Grant of an Option. Each Option
  granted under the Plan shall be evidenced by a Notification of the Grant of
  an Option ("Notification"). The Notification shall contain such provisions as
  determined appropriate by CLC; provided, however, that each Notification
  must at a minimum include the following terms and conditions: (i) that the Options
  are exercisable either in whole or in part, with a partial exercise not affecting
  the exercisability of the balance of the Option; (ii) every share of Common
  Stock purchased through the exercise of an Option shall be paid for in full
  at the time of the exercise; (iii) each Option shall cease to be exercisable,
  as to any share of Common Stock, upon the first to occur of (a) the Participant's
  purchase of the Common Stock to which the Option relates; or (b) the lapse of
  the Option; and (iv) unless authorized by CLC, Options shall not be transferable
  by the Participant except by will or the laws of descent and distribution and
  shall be exercisable during the Participant's lifetime only by the Participant
  or by the Participant's guardian or legal representative.

C. Exercise of an Option. A Participant shall exercise
  an Option by executing and delivering to PPL Corporation an "Election to Exercise
  an Option." The Election to Exercise an Option shall be in such form and shall
  contain such provisions consistent with the terms of this Plan and the Notification
  with respect to such Option, as are determined by CLC. Notwithstanding the foregoing,
  if CLC determines that issuance of shares of Common Stock should be delayed
  pending (A) registration under federal or state securities laws, (B) the receipt
  of an opinion of counsel satisfactory to CLC that an appropriate exemption from
  such registration is available, (C) the listing or inclusion of the shares of
  Common Stock on any securities exchange or an automated quotation system or
  (D) the consent or approval of any governmental regulatory body whose consent
  or approval is necessary in connection with the issuance of such Common Stock,
  CLC may defer exercise of any Option granted hereunder until any of the events
  described in this sentence has occurred.

D. Option Price. The Option price per share of Common
  Stock shall be set forth in the Notification, but shall not be less than 100%
  of the Fair Market Value per share as of the Date of Grant.

E. Form of Payment. At the time of the exercise of the
  Option, the Option price shall be payable in United States dollars by (i) check,
  (ii) in other shares of Common Stock, (iii) by such other mode of payment as
  CLC may approve, including payment through a broker in accordance with procedures
  permitted by Regulation T of the Federal Reserve Board, or (iv) in a combination
  of forms (i), (ii) and (iii). When Common Stock is used in full or partial payment
  of the Option price: (i) it must have been held by the Participant for at least
  six months, (ii) it shall be valued at its Fair Market Value on the date the
  Option is exercised, and (iii) it shall be designated by attestation, rather
  than delivered by the physical delivery of stock certificates.

F. Other Terms and Conditions. Provided the Option price
  is paid in full, the Option shall be exercisable in whole or in part in such
  manner and during such periods as shall be set forth in the Notification.

G. Right to Exercise.

(a)  Nothwithstanding anything in this Plan
  to the contrary other than the last sentence of Section 8(J), effective May
  1, 2002, CLC is authorized in its sole discretion to accelerate the time at
  which all or any part of an Option may be exercisable.

(b)  Each Participant must remain in the continuous
  employ of PPL Corporation or an Affiliated Company for one year from the date
  the Participant's Option is granted before the Participant can exercise any
  part thereof; provided, that such one year of continuous employment requirement
  shall not apply to an Option and an Option shall be exercisable in full (i)
  if a Change in Control occurs prior to the end of such one year period, or (ii)
  subject to (c) below, the Participant's Retirement occurs prior to the end of
  such one year period. Following the satisfaction of the one year of continuous
  employment requirement (or at the time such requirement is no longer applicable
  as a result of a Change in Control, a Participant's Retirement or a modification
  of the Option by CLC), the Option will be exercisable as follows:

(i)  Each Option shall be exercisable in its entirety
  or in such installments, which need not be equal, and upon such contingencies,
  as CLC shall determine in its discretion, provided that in no event shall the
  right to exercise an Option extend beyond the day before the tenth anniversary
  of the Date of Grant.

(ii)  The right to exercise a portion of the Option
  included in any exercisable installment is cumulative; once such right has become
  exercisable, it may be exercised in whole at any time or in part from time to
  time until the expiration of the Option term.

(c)  Unless specifically prohibited by the terms
  of the Option, all restrictions on exercise of an Option, including the one
  year of continuous employment requirement, shall lapse and the Option shall
  be immediately exercisable on the date of a Participant's Retirement, provided
  the Participant has elected an immediate commencement of retirement benefits
  and provided the Participant does not receive improved retirement benefits under
  a separation program or policy. If the Participant receives improved retirement
  benefits under a separation program or policy, the restrictions on the exercise
  of an Option shall be modified only in accordance with the express terms of
  such separation program or policy.

(d)  CLC may, in its discretion, authorize a deferral
  of stock award gains program which covers any Restricted Stock Units prior to
  the end of the Restriction Period or any unexercised Options. If CLC does so
  authorize such a program, a Participant may defer receipt of Common Stock as
  permitted under that program.

H. Term of Option. At the time an Option is granted,
  CLC shall establish an Option term applicable to such Award. Except as otherwise
  provided in this Plan or in the Notification, the Option term for any Award
  shall not end later than the earliest of the following:

(a)  the date a Participant violates any noncompete
  agreement entered into by the Participant and PPL Corporation or an Affiliated
  Company;

(b)  the day before the tenth anniversary of the
  Date of Grant for such Award; or

(c)  the applicable date below:

(1)  Termination - The Option term with respect to
  all Awards to a Participant who has a Termination that is not for Cause shall
  end 60 days after the date of such Termination; provided, however, that CLC
  is authorized in its sole discretion to extend the Option term for a reasonable
  period after such 60 day period. The Option term with respect to all Awards
  to a Participant who has a Termination for Cause shall end on the date of Termination.

(2)  Retirement, Death or Disability - The Option
  term with respect to all Awards to a Participant who has a death or Disability
  shall end 36 months after the date of such death or Disability. The Beneficiary
  shall have the right to exercise the Option in the event of the Participant's
  death. The Option term with respect to all awards to a Participant who has a
  Retirement shall end on the earlier of the date specified in paragraph (a) or
  (b), above.

(3)  Change in Control - Notwithstanding anything
  in this Section 8H to the contrary, the Option term with respect to all Awards
  to a Participant whose employment terminates with PPL Corporation and all Affiliated
  Companies following a Change in Control shall end 36 months after the date Participant's
  employment terminates with PPL Corporation and all Affiliated Companies following
  the Change in Control. A Participant's employment shall be treated as having
  terminated following a Change in Control only if:

(I)  The Participant's employment terminates within
  36 months after the month in which a Change in Control occurs, unless such termination
  of employment is (1) by PPL Corporation or an Affiliated Company for Cause,
  or (2) by the Participant without Good Reason, or 3) by reason of death, Disability
  or Retirement, or

(II)  The Participant's employment is terminated
  prior to a Change in Control (whether or not a Change in Control ever occurs)

(A)  by PPL Corporation or an Affiliated Company
  without Cause, at the request or direction of a Person who has entered into
  an agreement with PPL Corporation the consummation of which would constitute
  a Change in Control, or

(B)  at the Participant's initiative for Good Reason
  and the circumstance or event which constitutes Good Reason occurs at the direction
  of such Person, or

(III)  the Participant's employment is terminated
  by PPL Corporation or an Affiliated Company without Cause or is by the Participant
  for Good Reason, and such termination or the circumstance or event which constitutes
  Good Reason is otherwise in connection with or in anticipation of a Change in
  Control (whether or not a Change in Control occurs).

For purposes of any determination regarding the applicability
  of Paragraphs (II) and (III), above, any position taken by the Participant shall
  be presumed to be correct unless PPL Corporation or an Affiliated Company establishes
  to the Board by clear and convincing evidence that such position is not correct.
  Moreover, if at the time of any such determination, a Participant is employed
  by an Affiliated Company, such determination shall be made by the board of directors
  of such Affiliated Company, rather than the Board.

I. Rights as a Shareowner. A Participant or a transferee
  of a Participant shall have no rights as a shareowner with respect to any shares
  of Common Stock covered by an Option until the date of the issuance of a certificate
  for such shares of Common Stock (or, in the case of shares issued without the
  issuance of a certificate, the date of the entry of ownership of such shares
  in PPL Corporation's stock register). No adjustment shall be made for dividends
  (ordinary or extraordinary, whether in cash, securities or other property) or
  distributions or other rights for which the record date is prior to the date
  such certificate is issued (or stock register entry is made), except as provided
  in Section 10G.

J. Modification, Extension and Renewal of Options. Subject
  to the terms and conditions and within the limitations of the Plan, CLC may
  modify, extend or renew outstanding Options granted under the Plan, or accept
  the exchange of outstanding Options (to the extent not theretofore exercised)
  for the granting of new Options in substitution therefor. Notwithstanding the
  foregoing, no modification of an Option shall, without the consent of the
  Participant, alter or adversely affect the rights or obligations of a Participant
  under any Option previously granted under the Plan.

K. No Obligation to Exercise Option. The granting of
  an Option shall impose no obligation on the Participant to exercise such Option.





SECTION 9. AMENDMENT OF THE PLAN.



CLC may at any time and from time to time alter, amend, suspend
  or terminate the Plan in whole or in part, except no such action may be taken
  without the consent of the Participant to whom any Award shall previously have
  been granted, which adversely affects the rights of such Participant concerning
  such Award, except as such termination or amendment of the Plan is required
  by statute, or rules and regulations promulgated thereunder.





SECTION 10. MISCELLANEOUS PROVISIONS.



A. Nontransferability. No benefit or right provided
  under the Plan shall be subject to alienation or assignment by a Participant
  (or by any person entitled to such benefit pursuant to the terms of the Plan)
  or subject to attachment or other legal process of whatever nature. Any attempted
  alienation, assignment or attachment shall be void and of no effect. Payment
  shall be made only to the Participant entitled to receive the same or to the
  Participant's authorized legal representative. If the Participant has died,
  payment shall be made to the Beneficiary. Deposit of any sum in any financial
  institution to the credit of any Participant (or of a person entitled to such
  sum pursuant to the terms of the Plan) shall constitute payment to that Participant
  (or such person). PPL Corporation and its Affiliated Companies will observe
  the terms of the Plan unless and until ordered to do otherwise by a state or
  federal court. As a condition of participation, each Participant agrees to hold
  PPL Corporation and all Affiliated Companies harmless from any claim that arises
  out of PPL Corporation or an Affiliated Company obeying any such order whether
  such order affects a judgment of such court or is issued to enforce a judgment
  or order of another court.

B. No Employment Right. Neither this Plan nor any action
  taken hereunder shall be construed as giving any right to be retained as an
  employee of PPL Corporation or an Affiliated Company.

C. Tax Withholding. Whenever under the Plan Common Stock
  is to be delivered pursuant to an Award, PPL Corporation may require as a condition
  of delivery that Participant remit an amount sufficient to satisfy all federal,
  state and local tax withholding requirements related thereto. In addition, PPL
  Corporation may deduct from any salary or other payment due to such Participant,
  an amount sufficient to satisfy all federal, state and local tax withholding
  requirements related to the delivery of Common Stock under the Plan. Without
  limiting the generality of the foregoing, Participant may elect to satisfy all
  or part of foregoing withholding requirements by delivery of unrestricted shares
  of Common Stock owned by Participant having a Fair Market Value (determined
  as of the date of such delivery by Participant) equal to all or part of the
  amounts to be so withheld. PPL Corporation may permit any such delivery to be
  made by withholding shares of Common Stock from the shares otherwise issuable
  pursuant to the Award giving rise to the tax withholding obligation (in which
  event the shares shall be valued at their Fair Market Value on the date when
  the withholding taxes are otherwise due).

D. Government and Other Regulations. The obligation
  of PPL Corporation to make payment for any Awards shall be subject to all applicable
  laws, rules and regulations, and to such approvals by any government agencies
  as CLC may determine in its sole discretion to be required.

E. Indemnification. Each person who is or at any time
  serves as a member of the Board, or CLC shall be indemnified and held harmless
  by PPL Corporation against and from: (i) any loss, cost, liability or expense
  that may be imposed upon or reasonably incurred by such person in connection
  with or resulting from any claim, action, suit or proceeding to which such person
  may be a party or in which such person may be involved by reason of any action
  or failure to act under the Plan; and (ii) any and all amounts paid by such
  person in satisfaction of judgment in any such action, suit or proceeding relating
  to the Plan. Each person covered by this indemnification shall give PPL Corporation
  an opportunity, at its own expense, to handle and defend the same before such
  person undertakes to handle and defend it on such person's own behalf. The foregoing
  right of indemnification shall not be exclusive of any other rights of indemnification
  to which such persons may be entitled under the bylaws of PPL Corporation, as
  a matter of law, or otherwise, or any power that PPL Corporation may have to
  indemnify such person or hold such person harmless.

F. Reliance on Reports. Each member of the Board and
  CLC shall be fully justified in relying or acting in good faith upon any report
  made by the independent public accountants of, or counsel for, PPL Corporation
  and upon any other information furnished in connection with the Plan. In no
  event shall any person who is or shall have been a member of the Board or CLC
  be liable for any determination made or other action taken or any failure to
  act in reliance upon any such report or information or for any action taken,
  including without limitation the furnishing of information, or failure to act,
  if in good faith.

G. Changes in Capital Structure. In the event of any
  change in the outstanding shares of Common Stock by reason of any stock dividend
  or split, recapitalization, combination or exchange of shares or other similar
  changes in the Common Stock, appropriate adjustments shall be made in the shares
  of Restricted Stock or Restricted Stock Units and Dividend Equivalents, if any,
  theretofore awarded to the Participants, the shares of Common Stock subject
  to outstanding and unexercised Options and the aggregate number of shares of
  Common Stock which may be awarded pursuant to the Plan. Such adjustments shall
  be conclusive and binding for all purposes. Additional shares of Restricted
  Stock issued to a Participant as the result of any such change shall bear the
  same restrictions as the shares of Common Stock to which they relate.

H. Company Successors. In the event PPL Corporation
  becomes a party to a merger, consolidation, sale of substantially all of its
  assets or any other corporate reorganization in which PPL Corporation will not
  be the surviving corporation or in which the holders of the Common Stock will
  receive securities of another corporation, then such other corporation shall
  assume the rights and obligations of PPL Corporation under this Plan.

I. Governing Law. All matters relating to the Plan or
  to Awards granted hereunder shall be governed by the laws of the Commonwealth
  of Pennsylvania without regard to its conflict of laws principles.

J. Relationship to Other Benefits. Awards under the
  Plan shall not be taken into account in determining any benefits under any pension,
  retirement, profit sharing, disability or group insurance plan of PPL Corporation
  or an Affiliated Company except as may be required by federal tax law and regulations
  or to meet other applicable legal requirements.

K. Expenses. The expenses of administering the Plan
  shall be borne by PPL Corporation and the Affiliated Companies whose Eligible
  Employees have been granted Awards.

L. Titles and Headings. The titles and headings of the
  sections in the Plan are for convenience of reference only, and in the event
  of any conflict, the text of the Plan, rather than such titles or headings,
  shall control.



SECTION 11. OTHER STOCK-BASED AWARDS



CLC, in its sole discretion, may grant awards of Common Stock,
  awards of restricted shares and awards that are valued in whole or in part by
  reference to, or are otherwise based on the Fair Market Value of, Common Stock
  ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall
  be in such form, and dependent on such conditions, as CLC shall determine, including,
  without limitation, the right to receive one or more shares of Common Stock
  (or the equivalent cash value of such Common Stock) upon the completion of a
  specified period of service, the occurrence of an event and/or the attainment
  of performance objectives. Other Stock-Based Awards may be granted alone or
  in addition to any other Awards granted under the Plan. Subject to the provisions
  of the Plan, CLC shall determine to whom and when Other Stock-Based Awards will
  be made; the number of Common Stock to be awarded under (or otherwise related
  to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall
  be settled in cash. Common Stock or a combination of cash and Common Stock;
  and all other terms and conditions of such Awards (including, without limitation,
  the vesting provisions thereof).

Executed this 20th day of February, 2003.

| | PPL SERVICES CORPORATION                                                
| | ------------------------------------------------------------------------
| |                                                                         
| |                                                                         
| |                                                                         
| | By:/s/ Ronald SchwarzRonald Schwarz
      Vice President-Human Resources