Exhibit
        4(a)
 
  
  
  
  **PPL**
    **EMPLOYEE
        STOCK OWNERSHIP PLAN**
  **EFFECTIVE
        JANUARY 1, 1975**
       **Amended
        and Restated**
 **Effective
        January 1, 2002**
   
  
  **PPL**
  **EMPLOYEE
        STOCK OWNERSHIP PLAN**
  **EFFECTIVE
        January 1, 1975**
  **TABLE
        OF CONTENTS**
  **ARTICLE**
              **PAGE**
 
 **I.**
              **PURPOSE**
              
              I-1**II.**
              **DEFINITIONS**
              
              II-1
 
 2.1
              Account
              II-12.2
              Affiliated
                  Company or Affiliated Companies
              II-12.3
              Board
                  of Directors
              II-12.4
              Code
              II-22.5
              Compensation
              II-22.6
              Credited
                  Service
              II-22.7
              Deferred
                  Savings Plan
              II-32.8
              Dividend-based
                  Contribution
              II-32.9
              Effective
                  Date
              II-32.10
              Eligible
                  Employee
              II-32.11
              Employee
              II-32.12
              Employee
                  Benefit Plan Board
              II-42.13
              Employee
                  Savings Plan
              II-42.14
              ERISA
              II-42.15
              Fund
              II-42.16
              Highly
                  Compensated Eligible Employee
              II-42.17
              Hour
                  of Service
              II-52.18
              Leased
                  Employee
              II-62.19
              Matching
                  Contributions
              II-62.20
              Market
                  Value
              II-62.21
              Officer
              II-72.22
              Participant
              II-72.23
              Participating
                  Company
              II-72.24
              PAYSOP
                  Contributions
              II-72.25
              Plan
              II-72.26
              Plan
                  Year
              II-72.27
              PPL
              II-72.28
              PPL
                  Corporation
              II-72.29
              Qualified
                  Military Service
              II-82.30
              Retirement
                  Plan
              II-82.31
              Returning
                  Veteran
              II-82.32
              Spouse
              II-82.33
              Stock
              II-82.34
              Total
                  Disability
              II-82.35
              TRASOP
                  Contributions
              II-82.36
              Trust
                  or Trust Agreement
              II-82.37
              Trustee
              II-82.38
              Uniformed
                  Services
              II-82.39
              Valuation
                  Date
              II-9
  **III**
              **ELIGIBILITY**
              
              III-1
 
 3.1
              Eligibility.
              III-13.2
              Participation
              III-13.3
              Reemployment
                  after Break of Service
              III-23.4
              Officers,
                  Directors, and Shareholders
              III-23.5
              Rights
                  Affected
              III-23.6
              Data
              III-2
  **IV.**
              **CONTRIBUTIONS
                  TO THE FUND**
              
              IV-1
  4.1
              TRASOP
                  Contributions
              IV-14.2
              Matching
                  Contributions
              IV-14.3
              PAYSOP
                  Contributions
              IV-14.4
              Dividend-based
                  Contribution
              IV-14.5
              Investment
                  in Stock
              IV-1
  **V.**
              **ALLOCATION**
              
              V-1
  5.1
              Accounts
              V-15.2
              Allocation
                  of Contributions
              V-15.3
              Allocation
                  of Earnings.
              V-25.4
              Special
                  Allocation Rule
              V-35.5
              Maximum
                  Allocation
              V-3
  **VI.**
              **PATICIPANTS’
                  ACCOUNTS**
              
              VI-1
  6.1
              Accounts
              VI-16.2
              Valuation
              VI-16.3
              Accounting
                  for Allocations
              VI-1
  **VII.**
              **DISTRIBUTION**
              
              VII-1
  7.1
              General
              VII-17.2
              Death
              VII-17.3
              Beneficiary
                  Designation.
              VII-17.4
              Disability.
              VII-27.5
              Termination
                  of Employment
              VII-37.6
              Valuation
                  for Distribution
              VII-37.7
              Timing
                  of Distribution.
              VII-47.8
              Mode
                  of Distribution
              VII-67.9
              Withdrawals.
              VII-67.10
              Optional
                  Direct Transfer of Eligible Rollover Distributions.
              VII-8
  **VIII.**
              **ADMINISTRATION**
              
              VIII-1
  8.1
              Administration
                  by Employee Benefit Plan Board.
              VIII-18.2
              Duties
                  and Powers of Employee Benefit Plan Board and
                Administrative
                  Committee.
              VIII-28.3
              Reliance
                  on Reports and Certificates
              VIII-48.4
              Functions
              VIII-48.5
              Indemnification
                  of the Employee Benefit Plan Board
              VIII-48.6
              Allocation
                  of Fiduciary Responsibilities
              VIII-5
  **IX.**
              **THE
                  FUND**
              
              IX-1
  9.1
              Designation
                  of Trustee
              IX-19.2
              Exclusive
                  Benefit
              IX-19.3
              No
                  Interest in Fund
              IX-19.4
              Trustee
              IX-19.5
              Expenses
              IX-1
  **X.**
              **AMENDMENT
                  OR TERMINATION OF THE PLAN**
              
              X-1
  10.1
              Amendment
              X-110.2
              Termination
              X-210.3
              Special
                  Rule
              X-210.4
              Merger
              X-3
  **XI.**
              **TOP
                  HEAVY PROVISIONS**
              
              XI-1
  11.1
              General
              XI-111.2
              Definitions
              XI-111.3
              Minimum
                  Contributions for Non-Key Employees.
              XI-411.4
              Social
                  Security
              XI-6
  **XII.**
              **GENERAL
                  PROVISIONS**
              
              XII-1
  12.1
              No
                  Employment Rights
              XII-112.2
              Source
                  of Benefits
              XII-112.3
              Governing
                  Law
              XII-112.4
              Spendthrift
                  Clause.
              XII-112.5
              Incapacity
              XII-212.6
              Gender
                  and Number
              XII-312.7
              Voting
                  or Tendering Stock
              XII-312.8
              Use
                  of Loan Proceeds
              XII-612.9
              Put
                  Option
              XII-612.10
              Compliance
                  with Rule 16b-3
              XII-7
  **XIII.**
              **TREATMENT
                  OF RETURNING VETERANS**
              
              XIII-1
  13.1
              Applicability
                  and Effective Date
              XIII-113.2
              Eligibility
                  to Participate
              XIII-113.3
              Restoration
                  of Dividend-based Contributions
              XIII-113.4
              Determination
                  of Compensation
              XIII-113.5
              Application
                  of Certain Limitations
              XIII-213.6
              Administrative
                  Rules and Procedures
              XIII-2
 
 Appendix
                  A
              
              1Schedule
                  A
              
              A-1Schedule
                  B
              
              B-1
 
   
  WHEREAS,
        PPL Services Corporation ("PPL") adopted the PPL Employee Stock Ownership
        Plan,
        effective July 1, 2000, on behalf of various affiliated companies;
        and
 WHEREAS,
        PPL desires
        to further amend and restate the PPL Employee Stock Ownership Plan,
 NO W,
        THEREFORE, effective January 1, 2002, except as may be provided to the contrary
        herein, the PPL Employee Stock Ownership Plan is amended as hereinafter set
        forth:
 
 **ARTICLE
        I**
 **PURPOSE**
  1.1  The
        purpose of this Plan is to provide Employees some ownership of stock of PPL
        Corporation, without requiring any reduction in pay or other employee benefits,
        or the surrender of any other rights on the part of Employees, and to invest
        primarily in the stock of PPL Corporation.
 
  **ARTICLE
        II**
 **DEFINITIONS**
  2.1  **"Account"** shall
        mean the separate record maintained at the direction of the Employee Benefit
        Plan Board which represents the individual interest of a Participant in the
        Fund.
 2.2  **"Affiliated
        Company"**  **or
        "Affiliated Companies"** shall
        mean with respect to any Participating Company, (a) any corporation that
        is a
        member of a controlled group of corporations, as determined under section
        414(b)
        of the Code, which includes such Participating Company; (b) any member of
        an
        affiliated service group, as determined under section 414(m) of the Code,
        of
        which such Participating Company is a member; (c) any trade or business (whether
        or not incorporated) that is under common control with such Participating
        Company, as determined under section 414(c) of the Code; and (d) any other
        organization or entity which is required to be aggregated with the Participating
        Company under section 414(o) of the Code and regulations issued thereunder.
        " **50%
        Affiliated**  **Company** "
        means
        an Affiliated Company, but determined with "more than 50%" substituted for
        the
        phrase "at least 80%" in section 1563(a) of the Code, when applying sections
        414(b) and (c) of the Code.
 2.3  **"Board
        of Directors"** shall
        mean the Board of Directors of PPL or the Executive Committee of the Board
        of
        Directors with respect to any powers which have been assigned thereto by
        the
        Board of Directors. Effective upon the closing of the PPL Corporation corporate realignment pursuant
        to which PPL will separate its electric generation and energy marketing
        operations from its regulated electric transmission and distribution
        business, “Board
        of
        Directors” shall mean the Board of Directors of PPL Services
        Corporation.
 2.4  **"Code"** shall
        mean the Internal Revenue Code of 1986, as amended from time to time or any
        predecessor or successor thereto.
 2.5  **"Compensation"** shall
        have the meaning set forth in Schedule A, for Participants in the Participating
        Company listed therein, except as provided in the next sentence. Solely for
        purposes of the maximum allocation rules of Section 5.5 and the definition
        of
“Highly Compensated Eligible Employee” in this Article, “Compensation” shall
        mean total wages as reported in the box titled “Wages, tips, other compensation”
of Form W-2 (i.e. wages as defined in section 3401(a) of the Code and all
        other
        payments of compensation for which the Participating Company is required
        to
        furnish the employee a written statement under sections 6041(d) and 6051(a)(3)
        of the Code) plus salary reduction contributions and other amounts excluded
        from
        gross income under section 125 (relating to cafeteria plans), 132(f)(4)
        (relating to qualified transportation fringe benefit plans), 402(e)(3) (relating
        to section 401(k) cash or deferred plans), 402(h)(1)(B) (relating to simplified
        employee pensions) or 403(b) (relating to tax-deferred annuities) of the
        Code;
        and compensation deferred under an eligible deferred compensation plan within
        the meaning of section 457(b) of the Code.
 2.6  **"Credited
        Service"** shall
        mean that portion of an Employee's employment with PPL and all Affiliated
        Companies which is used to calculate the Employee's eligibility for
        participation and vesting status hereunder.
 2.7  **"Deferred
        Savings Plan"** shall
        mean the PPL Deferred Savings Plan.
 2.8  **"Dividend-based
        Contribution"** shall
        mean the contribution made by a Participating Company or PPL Corporation
        in
        accordance with Section 4.4.
 2.9  **"Effective
        Date"** shall
        mean January 1, 2002, the effective date of this amended and restated Plan,
        except as provided to the contrary herein. The Plan was effective originally
        on
        January 1, 1975.
 2.10  **"Eligible
        Employee"** shall
        mean an Employee who has satisfied the eligibility requirements of Section
        3.1.
 2.11  **"Employee"** shall
        mean each person who is classified by a Participating Company as a common
        law
        employee of such Participating Company, and who:
 (a)  is
        classified by the Participating Company as (1) a Managers Compensation Plan
        employee, (2) a Professional Associate - Part-Time, (3) an Administrative
        Associate - Part-Time, or (4) a Specific Professional; or
 (b)  is
        a
        member of the International Brotherhood of Electrical Workers and is in a
        classification eligible to participate in this Plan pursuant to a collective
        bargaining agreement between such union and a Participating
        Company.
 An
        individual who is not classified by a Participating Company as a common law
        employee shall not be an Employee regardless of whether (1) the individual
        is
        considered an employee by reason of being a leased employee (whether or not
        within the meaning of section 414(n) or (o) of the Code), (2) the individual
        is
        classified by a Participating Company as an independent contractor, or (3)
        for
        employment tax or other purposes, the individual is subsequently determined
        to
        be a common law employee, or not to be a leased employee or independent
        contractor. For purposes of determining eligibility under the Plan, the
        classification to which an individual is assigned by a Participating Company
        shall be final and conclusive, regardless of whether a court, a governmental
        agency or any entity subsequently finds that such individual should have
        been
        assigned to a different classification.
 2.12  **"Employee
        Benefit Plan Board"** shall
        mean the Board described in Article VIII.
 2.13  **"Employee
        Savings Plan"** shall
        mean the PPL Employee Savings Plan (prior to February 14, 2000, the PP&L
        Employee Savings Plan).
 2.14  **"ERISA"** shall
        mean the Employee Retirement Income Security Act of 1974, as it may be amended
        from time to time.
 2.15  **"Fund"** shall
        mean the separate fund established for this Plan, administered under the
        Trust
        Agreement, out of which benefits payable under this Plan shall be
        paid.
 2.16  **"Highly
        Compensated Eligible Employee"** shall
        mean an Eligible Employee who:
 (a)  is
        a
        five-percent owner, as defined in section 416(i)(1) of the Code, either for
        the
        current Plan Year or the immediately preceding Plan Year; or
  (b)  (1)  received
        more than $80,000 (as indexed) in Compensation in the immediately preceding
        Plan
        Year, from a Participating Company or an Affiliated Company; and
 (2)  was
        among
        the top 20% of Employees of the Participating Company and Affiliated Companies
        ranked by Compensation in the immediately preceding Plan Year (excluding
        Employees described in section 414(q)(5) of the Code to the extent (A) permitted
        under the Code and regulations thereunder and (B) elected by the Employee
        Benefit Plan Board, for purposes of identifying the number of Employees in
        the
        top 20%).
 2.17  **"Hour
        of Service"** shall
        mean an hour for which:
 (a)  an
        employee is directly or indirectly paid or entitled to payment by PPL or
        an
        Affiliated Company for the performance of employment duties;
 (b)  back
        pay,
        irrespective of mitigation of damages, is either awarded or agreed to;
        or
 (c)  an
        employee is directly or indirectly paid or entitled to payment by PPL or
        an
        Affiliated Company on account of a period of time during which no duties
        are
        performed due to vacation, holiday, illness, incapacity (including disability),
        layoff, jury duty, military duty, or leave of absence.
 There
        shall be excluded from the foregoing those periods during which payments
        are
        made or due under a plan maintained solely for the purpose of complying with
        applicable workers' for the compensation, unemployment compensation or
        disability insurance laws. No more than 501 Hours of Service shall be credited
        under Subsection (c) on account of any single continuous period during which
        no
        duties are performed except to the extent otherwise provided in this Plan.
        An
        Hour of Service shall not be credited where an employee is being reimbursed
        solely for medical or medically related expenses. An Hour of Service shall
        be
        credited in accordance with the rules set forth in U.S. Department of Labor
        Reg.
§2530.200b-2(b) and (c).
 Hours
        of
        Service shall also be credited for any individual who is considered a leased
        employee for purposes of this Plan under section 414(n) of the
        Code.
 Notwithstanding
        the foregoing, Hours of Service shall be credited for an employee for whom
        no
        records of hours are maintained on the basis of 45 Hours of Service for each
        week of employment.
 2.18  **“Leased
        Employee”** shall
        mean any person (other than an employee of a Participating Company or Affiliated
        Company) who pursuant to an agreement between a Participating Company or
        Affiliated Company and any other person (“leasing organization”) has performed
        services for a Participating **Company** or
        Affiliated Company (or for a Participating Company or Affiliated Company
        and
        related persons determined in accordance with section 414(n)(6) of the Code)
        on
        a substantially full time basis for a period of at least one year, which
        services are performed under primary direction or control of a Participating
        Company or Affiliated Company.
 A
        Leased
        Employee shall not be considered an employee of a Participating Company or
        Affiliated Company if (a) such individual is covered by a money purchase
        pension
        plan maintained by the leasing organization and providing (1) a nonintegrated
        employer contribution rate of at least 10 percent of compensation, as defined
        in
        section 415(c)(3) of the Code, but including amounts contributed pursuant
        to a
        salary reduction agreement which are excludable from the employee’s gross income
        under section 125, section 132(f)(4), section 402(e)(3), section 402(h)(1)(B)
        or
        section 403(b) of the Code, (2) immediate participation, and (3) full and
        immediate vesting; and (b) leased employees do not constitute more than 20
        percent of the recipient’s nonhighly compensated work force.
 2.19  **"Matching
        Contributions"** shall
        mean the contributions made by Participants in accordance with Section
        4.2.
 2.20  **"Market
        Value"** shall
        mean, with respect to the Stock the average of the closing prices of the
        Stock
        based on consolidated trading as defined by the Consolidated Tape Association
        and reported as part of the consolidated trading prices of New York Stock
        Exchange listed securities for the twenty consecutive trading days immediately
        preceding the date on which the Stock is contributed to the Plan.
 2.21  **"Officer"** shall
        mean those persons who are defined as officers in Rule 16a-1(f) promulgated
        under the Securities Exchange Act of 1934.
 2.22  **"Participant"** shall
        mean an Employee entitled to participate in this Plan under Article III hereof
        or any former Employee for whom an Account is maintained under the
        Plan.
 2.23  **"Participating
        Company"** shall
        mean PPL (prior to February 14, 2000, PP&L, Inc.), PPL EnergyPlus, LLC
        (prior to February 14, 2000, PP&L EnergyPlus Co., LLC) and each other
        Affiliated Company which is authorized by the Board to adopt this Plan by
        action
        of its board of directors, as Listed in Appendix A.
 2.24  **"PAYSOP
        Contributions"** shall
        mean the contributions made by PPL in accordance with Section 4.3.
 2.25  **"Plan"** shall
        mean the PPL Employee Stock Ownership Plan (prior to February 14, 2000, the
        PP&L Employee Stock Ownership Plan), an employee stock ownership plan within
        the meaning of section 4975(e)(7) of the Code, as set forth herein and as
        hereafter amended from time to time.
 2.26  **"Plan
        Year"** shall
        mean the fiscal year of PPL, which shall commence each January 1 and end
        on the
        next following December 31.
 2.27  **"PPL"** shall
        mean PPL Services Corporation and its successors. Prior to February 14, 2000,
        “PPL” shall mean PP&L, Inc.
 2.28  **“PPL
        Corporation”** shall
        mean PPL Corporation and its successors. Prior to February 14, 2000, “PPL
        Corporation” shall mean PP&L Resources, Inc.
 2.29  **"Qualified
        Military Service** "
        means
        any service (either voluntary or involuntary) by an individual in the Uniformed
        Services if such individual is entitled to reemployment rights with a
        Participating Company with respect to such service.
 2.30  **"Retirement
        Plan"** shall
        mean the PPL Retirement Plan.
 2.31  **"Returning
        Veteran"** means a
        former Employee who on or after December 12, 1994, returns from Qualified
        Military Service to employment by a Participating Company within the period
        of
        time during which his reemployment rights are protected by law.
 2.32  **"Spouse"** shall
        mean the person to whom a Participant is married on any date of
        reference.
 2.33  **"Stock"** shall
        mean the common stock of PPL Corporation.
 2.34  **"Total
        Disability"** shall
        mean a disability of a nature which renders a Participant eligible to
        participate in PPL's Long Term Disability Plan.
 2.35  **"TRASOP
        Contributions"** shall
        mean the contributions made by PPL in accordance with Section 4.1.
 2.36  **"Trust"** or **"Trust
        Agreement"** shall
        mean the Agreement and Declaration of Trust, if any, executed under this
        Plan.
 2.37  **"Trustee"** shall
        mean the corporate Trustee or one or more individuals collectively appointed
        and
        acting under the Trust Agreement, if any.
 2.38  **"Uniformed
        Services"** means
        the Armed Forces, the Army National Guard and Air National Guard (when engaged
        in active duty for training, inactive duty training, or full-time National
        Guard
        duty), the commissioned corps of the Public Health Service, and any other
        category of persons designated by the President of the United States in time
        of
        war or emergency.
 2.39  **"Valuation
        Date"** shall
        mean the last day of each Plan Year and each interim date on which a valuation
        of the Fund is made.
 
 **ARTICLE
        III**
 **ELIGIBILITY**
  3.1  **Eligibility.**
 (a)  All
        persons who were participants in the Plan immediately prior to the Effective
        Date and who are in the employ of a Participating Company on the Effective
        Date
        shall be Participants hereunder as of such date. All Employees as of the
        Effective Date (but who are not eligible to participate under the preceding
        sentence) who have completed one year of Credited Service shall be Participants
        as of that date. Effective before July 31, 2006, other Employees shall become
        Participants on the first day of the calendar month next following the date
        on
        which an Employee completes one year of Credited Service, or if later, on
        which
        an individual becomes an Employee. Effective on and after July 31, 2006,
        other
        Employees shall become Participants on the first day of the calendar month
        next
        following the date on which an individual becomes an Employee. A "year of
        Credited Service," for the purposes of this Article, shall require completion
        of
        at least 1,000 Hours of Service during the 12 months from commencement of
        employment. An Employee who fails to complete 1,000 Hours of Service during
        his
        initial 12 months of employment shall complete a year of Credited Service
        as of
        the end of any Plan Year in which he completes 1,000 Hours of Service; provided,
        however, that the first Plan Year during which such Employee shall have the
        opportunity to complete such 1,000 Hours of Service shall include the
        anniversary of his commencement of employment.
 (b)  An
        Employee may elect in writing not to become a Participant by filing such
        election with the Employee Benefit Plan Board.
 3.2  **Participation.** A
        Participant shall share in contributions under Article V for any Plan Year
        during which he (a) completes at least one Hour of Service and (b) receives
        Compensation. A Participant shall cease to be a Participant on the date on
        which
        his entire Account is distributed to him. Notwithstanding the foregoing,
        for
        Plan Year 1990, any Participant who is totally and permanently disabled shall
        share in contributions under Article V.
 3.3  **Reemployment
        after Break of Service.** In the
        event a Participant ceases to be an Employee and subsequently again becomes
        an
        Employee, he shall be readmitted as a Participant as of the date of his
        reemployment.
 3.4  **Officers,
        Directors, and Shareholders.** Officers, directors, and shareholders of a Participating Company who are
        Participants shall participate in the Plan on the same basis as other
        Participants.
 3.5  **Rights
        Affected.** Except
        as expressly provided to the contrary in the Plan, any former Employee who
        has
        retired or whose employment has terminated before the Effective Date shall
        receive no additional rights as a result of this amended and restated Plan,
        but
        shall have his rights and benefits determined solely under the Plan as it
        existed prior to the Effective Date. However, any former Employee who has
        terminated employment and who is reemployed as an Employee after the Effective
        Date shall have the rights and benefits provided hereunder.
 3.6  **Data.** Each
        Participant shall furnish to the Employee Benefit Plan Board such data as
        may be
        considered necessary by the Employee Benefit Plan Board for the determination
        of
        his rights and benefits under the Plan.
  **ARTICLE
        IV**
 **CONTRIBUTIONS
        TO THE FUND**
  4.1  **TRASOP
        Contributions.** Prior to
        January 1, 1983, PPL contributed certain TRASOP contributions subject to
        section
        409 of the Code. Effective January 1, 1983, no further TRASOP contributions
        shall be made.
 4.2  **Matching
        Contributions.** Prior to
        January 1, 1983, Participants contributed certain Matching Contributions
        to be
        matched by PPL TRASOP contributions. Effective January 1, 1983, no further
        Matching Contributions shall be made.
 4.3  **PAYSOP
        Contributions.** Prior to
        January 1, 1987, PPL contributed certain PAYSOP contributions subject to
        section
        409 of the Code. Effective January 1, 1987, no further PAYSOP contributions
        shall be made.
 4.4  **Dividend-based
        Contribution.** Commencing with the 1990 Plan Year, a Participating Company or PPL Corporation
        may contribute to the Plan an amount determined at the sole discretion of
        PPL or
        PPL Corporation relating to the reduction in taxes arising out of the payment
        of
        dividends to participants and the contribution thereof to the Plan. The
        Dividend-based Contribution is in addition to contributions made pursuant
        to
        Sections 4.1, 4.2 and 4.3. All contributions by PPL, PPL Corporation or a
        Participating Company are expressly conditioned upon their deductibility
        for
        federal income tax purposes.
 4.5  **Investment
        in Stock.** All
        TRASOP, PAYSOP, Dividend-based, and Matching Contributions may be in cash
        or in
        Stock; provided, however, that if a Contribution is in cash, the Trustee
        shall
        use such Contribution to purchase Stock from PPL Corporation or others,
        effective July 31, 2006, with the exception of such funds necessary to implement
        a Participant’s direction for investment in investment options for
        diversification of investments pursuant to Code Section 401(a)(28)(B) and
        Section 7.9(b) of the Plan. If a Contribution is in Stock, the number of
        shares
        contributed will be determined by the Market Value of the Stock.
 
 **ARTICLE
        V**
 **ALLOCATION**
  5.1  **Accounts.** A
        separate Account shall be created for each Participant. Separate subaccounts
        shall also be maintained with respect to the Stock acquired with (a) TRASOP
        and
        PAYSOP Contributions, (b) Matching Contributions and (c) Dividend-based
        Contributions. Additional subaccounts may be established at the Employee
        Benefit
        Plan Board's discretion.
 5.2  **Allocation
        of Contributions.** Contributions made for any Plan Year shall be allocated among the Participants
        entitled to share in the allocation of contributions pursuant to Section
        3.2 in
        accordance with the following rules.
 (a)  Subject
        to Section 5.2(b), Stock acquired with the Dividend-based Contribution made
        with
        respect to a Plan Year shall be allocated, as of the close of such Plan Year,
        as
        follows:
 (1)
              75%
                  of the Dividend-based Contribution shall be allocated to the Account
                  of
                  each Participant to whom or on whose behalf dividends were paid
                  at any
                  time during the portion of such Plan Year in which the Participant
                  was an
                  Employee. The amount of such Stock allocated to each Participant's
                  Account
                  shall bear the same proportion to the total amount of such Stock
                  allocated
                  with respect to such Plan Year as the amount of dividends paid
                  to such
                  Participant during the portion of the Plan Year in which he was
                  an
                  Employee bears to the total amount of dividends paid to all Participants
                  during the portion of such Plan Year in which they were Employees;
                  and
 (2)
              25%
                  of the Dividend-based Contribution shall be allocated to the Account
                  of
                  each Participant who was a Participant at any time during such
                  Plan Year.
                  The amount of such Stock allocated to each Participant's Account
                  shall
                  bear the same proportion to the total amount of such Stock allocated
                  with
                  respect to such Plan Year as the amount of the Compensation paid
                  to such
                  Participant bears to the total Compensation paid to all Participants
                  during such Plan Year.
 (b)  In
        the
        event the allocation under Section 5.2(a)(1) fails the general test as set
        forth
        in Treas. Reg. section 1.401(a)(4)-2(c), the percentage of such contribution
        to
        be allocated under Section 5.2(a)(1) shall be decreased and the percentage
        of
        such contribution to be allocated under Section 5.2(a)(2) shall be
        correspondingly increased until the allocation under Section 5.2(a)(1) passes
        such general test. For purposes of the preceding sentence, the general test
        shall be performed without imputing disparity and without cross-testing,
        in
        accordance with any method permitted under Treas. Reg. 1.401(a)(4)-2(c) and
        related regulations, provided the general test is passed using such method;
        if
        the general test is failed using all methods permitted under Treas. Reg.
        1.401(a)(4)-2(c) and related regulations, the general test shall be performed
        in
        accordance with the method that causes the smallest required adjustment under
        the preceding sentence in the relative percentages under Section 5.2(a)(1)
        and
        (2).
 5.3  **Allocation
        of Earnings.**
 (a)  Any
        cash
        dividends paid prior to July 1, 2003 with respect to Stock that is allocated
        to
        a Participant's Account as of the record date of such dividend shall be paid
        no
        later than 90 days after the close of the Plan Year to the Participant in
        cash
        either by the Trustee or directly by PPL, a Participating Company or PPL
        Corporation.
 (b)  Any
        cash
        dividends paid on or after July 1, 2003 with respect to Stock that is allocated
        to a Participant’s Account as of the record date of such dividend shall be, as
        elected by the Participant in the manner and at the time prescribed by the
        Employee Benefit Plan Board, (1) distributed in cash to the Participant as
        soon as administratively practicable following the date such dividend is
        paid by
        PPL Corporation (but in no event later than 90 days after the close of the
        Plan
        Year in which such dividend is paid by PPL Corporation) or (2) credited to
        the
        Participant’s Account and invested in additional Stock. Dividends that are
        invested in Stock in the Plan pursuant to an election under section
        404(k)(A)(iii) of the Code shall be treated as earnings under the Plan. Pursuant
        to rules established by the Employee Benefit Plan Board, a Participant’s failure
        to elect either a cash distribution or investment in Stock shall be deemed
        an
        election of cash distribution.
 (c)  Effective
        July 1, 2003, any non-cash distributions paid with respect to Stock allocated
        to
        a Participant’s Account shall be credited to the Participant’s Account and
        invested in additional Stock and treated as earnings under the
        Plan.
 5.4  **Special
        Allocation Rule.** No
        Participant may receive an allocation under the Dividend-based Contribution
        provided for in Section 5.2(a) above which equals or exceeds 5% of such
        Participant's Compensation for the Plan Year for which such allocation is
        being
        made.
 5.5  **Maximum
        Allocation.** Notwithstanding anything in this Article to the contrary, in no event shall
        contributions under the Plan violate the limitations set forth in section
        415 of
        the Code, which are hereby incorporated into the Plan.
 If
        the
        amount otherwise allocable to the accounts of a Participant would exceed
        the
        limitations of section 415 of the Code as a result of a reasonable error
        in
        estimating the Participant's Compensation, the Employee Benefit Plan Board
        shall
        determine which portion of such excess amount is attributable to the
        Participant's (1) voluntary after-tax employee contributions under the Employee
        Savings Plan or Deferred Savings Plan, (2) before-tax elective deferrals
        under
        the Employee Savings Plan or Deferred Savings Plan, (3) company matching
        contributions under the Deferred Savings Plan or Employee Savings Plan, (4)
        contributions under other plans maintained by a Participating Company or
        50%
        Affiliated Company, and (5) Dividend-based Contributions under Article IV;
        and
        the following action shall be taken, in the order of priority set forth
        below.
 (a)  Amounts
        attributable to voluntary after-tax employee contributions under the Employee
        Savings Plan or Deferred Savings Plan and earnings thereon shall be returned
        to
        the Participant.
 (b)  Amounts
        attributable to before-tax elective deferrals under the Employee Savings
        Plan or
        Deferred Savings Plan and earnings thereon shall be returned to the
        Participant.
 (c)  Amounts
        attributable to company matching contributions under the Deferred Savings
        Plan
        or Employee Savings Plan will be held in a suspense account until the following
        Plan Year at which time the amounts will be used to reduce matching
        contributions for the year.
 (d)  Amounts
        attributable to contributions made under other plans maintained by a
        Participating Company or 50% Affiliated Company shall be corrected as provided
        in such plans.
 (e)  Amounts
        attributable to excess Dividend-based Contributions under this Plan shall
        be
        allocated to the accounts of other Participants in accordance with Section
        5.2.
        Any excess Contributions or Stock purchased with such Contributions which
        cannot
        be allocated in a Plan Year to Participants' Accounts shall be held in a
        suspense account until the Plan Year in which it is first possible to allocate
        such Contributions or Stock to Participants' Accounts.
 
 **ARTICLE
        VI**
 **PARTICIPANTS'
        ACCOUNTS**
  6.1  **Accounts.** All
        contributions and earnings thereon may be invested in one commingled Fund
        for
        the benefit of all Participants. However, in order that the interest of each
        Participant may be accurately determined and computed, a separate Account
        shall
        be maintained for each Participant which shall represent his interest in
        the
        Fund.
 6.2  **Valuation.** The
        value of each investment medium in the Fund shall be computed by the Trustee
        as
        of the close of business on each Valuation Date on the basis of the fair
        market
        value of all assets of the Fund.
 6.3  **Accounting
        for Allocations.** The
        Employee Benefit Plan Board shall provide for the establishment of accounting
        procedures for the purpose of making the allocations, valuations and adjustments
        to Participants' Accounts provided for in this Article. From time to time,
        such
        procedures may be modified for the purpose of achieving equitable and
        nondiscriminatory allocations among the Accounts of Participants in accordance
        with the general concepts of the Plan and the provisions of this Article.
 
  **ARTICLE
        VII**
 **DISTRIBUTION**
  7.1  **General.** The
        interest of each Participant in the Fund shall be distributed in the manner,
        in
        the amount and at the time provided in this Article, except that in the event
        of
        termination of the Plan the provisions of Article X shall govern. Prior to
        July
        1, 2003, each Participant shall have a nonforfeitable right to all Stock
        allocated to his Account, except as set forth in Sections 4.1(f), 4.7(c)
        and
        5.5. Effective July 1, 2003, except as set forth in Section 5.5, each
        Participant shall have a nonforfeitable right to his Account including Stock
        or
        other amounts that are attributable to cash dividends paid on Stock to which
        the
        Participant has made or is deemed to have made an investment election pursuant
        to section 404(k)(A)(iii) of the Code. The provisions of this Article shall
        be
        construed in accordance with section 401(a)(9) of the Code and regulations
        thereunder.
 7.2  **Death.** If a
        Participant dies either while in the employment of a Participating Company
        or
        after termination of employment but prior to the commencement of benefit
        payments, the full amount of his interest in the Fund shall be paid to the
        Participant's beneficiary in a single sum.
 7.3  **Beneficiary
        Designation.**
 (a)  Death
        benefits under the Plan shall be paid to the surviving Spouse of a Participant,
        including the Spouse of a Participant who has retired or whose employment
        has
        terminated before the Effective Date, (1) unless (A) such Spouse consents
        in
        writing not to receive such benefit and consents to the specific beneficiary
        designated by the Participant, (B) such consent acknowledges its own effect,
        and
        (C) such consent is witnessed by a notary public; or (2) unless the Participant
        establishes to the satisfaction of a Plan representative either that he has
        no
        Spouse, that his Spouse cannot be located, or that his Spouse's consent is
        not
        required under such other circumstances as are prescribed under governmental
        regulations.
 (b)  Except
        as
        provided in this Section, each Participant shall have the unrestricted right
        at
        any time to designate the beneficiary or beneficiaries who shall receive,
        upon
        or after his death, his interest in the Fund by executing and filing with
        the
        Employee Benefit Plan Board a written instrument in such form as may be
        prescribed by the Employee Benefit Plan Board for that purpose. Except as
        provided in this Section, the Participant shall have the unrestricted right
        to
        revoke and to change, at any time and from time to time, any beneficiaries
        previously designated by him by executing and filing with the Employee Benefit
        Plan Board a written instrument in such form as may be prescribed by the
        Employee Benefit Plan Board for that purpose. No designation, revocation
        or
        change of beneficiaries shall be valid and effective unless and until filed
        with
        the Employee Benefit Plan Board.
 If
        no
        designation is made, or if the beneficiaries named in such designation
        predecease the Participant, or if the beneficiary cannot be located by the
        Employee Benefit Plan Board, the interest of the deceased Participant shall
        be
        paid to the surviving spouse or if none, to the Participant's
        estate.
 The
        amount payable upon the death of a Participant shall be paid in Stock or
        cash as
        elected by the recipients.
 7.4  **Disability.**
 (a)  If
        a
        Participant suffers a Total Disability prior to his termination of employment
        with PPL and all Affiliated Companies and is on inactive status on account
        of
        such Total Disability, the full amount of his interest in the Fund shall
        be paid
        to him or applied for his benefit upon Participant's consent in writing to
        such
        payment or application following the determination of his Total Disability
        in
        accordance with the provisions of this Article VII.
 (b)  Total
        Disability shall be determined by the Employee Benefit Plan Board which may
        consult with a medical examiner selected by it. The medical examiner shall
        have
        the right to make such physical examinations and other investigations as
        may be
        reasonably required to determine Total Disability.
 7.5  **Termination
        of Employment.** Upon a
        Participant's retirement or other termination of employment with PPL and
        all
        Affiliated Companies, he shall be entitled to receive his interest in the
        Fund.
        Subject to Subsection 7.7(c), (a) if the value of his interest in the Fund
        exceeds $5,000 ($1,000 effective Mach 28, 2005), his interest shall not be
        paid
        to him or applied for his benefit until (1) he consents in writing to such
        payment or application, or (2) he attains his 65th birthday or (3) he dies;
        whichever occurs first; (b) otherwise, his interest shall be paid to him
        or
        applied for his benefit in a single sum within 60 days after such termination
        takes place.
 7.6  **Valuation
        for Distribution.** For the
        purposes of paying the amounts to be distributed to a Participant or his
        beneficiaries under the provisions of this Article, the value of the Fund
        and
        the amount of the Participant's interest shall be determined in accordance
        with
        the provisions of Article VI as of the Valuation Date coincident with or
        next
        following the event which gives rise to a payment under this Article. There
        shall be added to such amount the additional contributions, if any, which
        are to
        be allocated to the Participant's Account pursuant to Article IV.
 7.7  **Timing
        of Distribution.**
 (a)  A
        Participant entitled under this Article to receive benefits shall commence
        to
        receive benefits as soon as administratively practicable, but in no event
        shall
        any Participant receive benefits later than the earlier of the dates determined
        under (1), (2) or (3) below:
 (1)  the
        later
        of
 (A)  the
        60th
        day after the close of the Plan Year in which the Participant attains his
        Normal
        Retirement Date or
 (B)  the
        60 th day
        after the close of the Plan Year in which the Participant's employment with
        all
        Participating Companies and all Affiliated Companies terminates;
 (2)  the
        later
        of
 (A)  the
        April
        1st that follows the end of the calendar year in which the Participant attains
        age 701⁄2; or
 (B)  (Effective
        only for Participants who attain age 701⁄2 on or after January 1, 2002.) the
        April 1st that follows the end of the calendar year in which the
        Participant’s employment terminates; provided, however, that this Paragraph
        (a)(2)(B) shall not apply for a Participant who is a five-percent (5%) owner
        (as
        defined in section 416 of the Code) of a Participating Company at any time
        during the five-Plan Year period endin g
        in the
        calendar year in which he attains Age 701⁄2 or thereafter; or
 (3)  in
        the
        event of the Participant's death, December 31 of the calendar year following
        the
        year of the Participant's death.
 (b)  If
        a
        Participant attains age 701⁄2 after December 31, 1995 but before January 1,
        2002, and is not a 5-percent owner (within the meaning of section 416 of
        the
        Code) of a Participating Company at any time during the five-Plan Year period
        ending in the calendar year in which he attained age 701⁄2 or thereafter, such
        Participant may elect to receive benefits on either (1) April 1 of the calendar
        year following the calendar year in which he attains age 701⁄2, or (2) April 1 of
        the calendar year following the calendar year in which he terminates employment
        with all Participating Companies and all Affiliated Companies. Such election
        must be made, in a form provided by the Administrative Committee, not later
        than
        April 1 of the calendar year following the calendar year in which the
        Participant attains age 701⁄2. If the Participant fails to make a timely election,
        such Participant shall receive benefits not later than April 1 of the calendar
        year following the calendar year in which he attained age 701⁄2.
 (c)  A
        Participant who terminates employment with a Participating Company on or
        after
        age 55, and whose Account exceeds $5,000 ($1,000 effective Mach 28, 2005),
        shall
        be entitled to defer payment of his benefits until a date not later than
        that
        specified in Section 7.7(a)(2).
 (d)  The
        Employee Benefit Plan Board shall supply to each Participant who is entitled
        to
        distribution before his death or attainment of age 65 and the value of whose
        Account exceeds $5,000 ($1,000 effective Mach 28, 2005), written information
        relating to his right to defer distribution under Section 7.4, 7.5 or 7.7(c).
        Such notice shall be furnished not less than 30 days nor more than 90 days
        prior
        to the Participant's benefit commencement date, except that such notice may
        be
        furnished less than 30 days prior to the Participant's benefit commencement
        date
        if (1) the Employee Benefit Plan Board informs the Participant that the
        Participant has the right to a period of at least 30 days after receiving
        such
        notice to consider the decision whether to elect a distribution, and the
        mode in
        which he desires such distribution to be made, and (2) the Participant, after
        receiving such notice, affirmatively elects a distribution.
 7.8  **Mode
        of Distribution.** The sole
        form of benefit under Sections 7.2, 7.4 and 7.5 shall be a single sum payment.
        Any additional Stock which is subsequently allocated to the Participant's
        Account shall be distributed within 60 days following the date on which such
        allocation is actually made. At the election of the Participant, all
        distributions will be either in cash or in full shares of Stock and cash
        in lieu
        of fractional shares based on the price at which the Trustee sells such Stock
        or
        the fair market value thereof, if the Stock is not sold.
 7.9  **Withdrawals.**
 (a)  Prior
        to
        July 31, 2006, a Participant could, by filing a written election with the
        Employee Benefit Plan Board, withdraw from his Account all Stock which had
        been
        allocated with respect to a Plan Year ending at least 84 months prior to
        the end
        of the Plan Year in which such election was made. The number of shares eligible
        for withdrawal during a Plan Year were determined on or before October 1
        of the
        preceding Plan Year. Elections had to be received by the first day of March,
        June, September or December of the year in which the withdrawal was made.
        Payments of withdrawals were made within 60 days following the end of the
        quarter for which the election was made. As of July 31, 2006, a Participant
        may,
        by filing a written election with the Trustee, withdraw from his Account
        all
        Stock which has been allocated to the Participant’s Account for at least 36
        months prior to the date such election is made.
 (b)  (1) Any
        Participant who has completed at least ten years of participation in the
        Plan
        and attained age 55 may elect within 90 days after the close of each Plan
        Year
        in the election period (as defined in Subsection (b)(2) below) to withdraw
        25%
        of his Account attributable to Stock acquired by or contributed to the Plan
        on
        or after December 31, 1986 to the extent such portion of his Account
        exceeds the sum of (A) the amount to which a prior election under this
        Subsection applies and (B) any amount withdrawn under Subsection (a) pursuant
        to
        an election made within 90 days after the close of any Plan Year in the election
        period. In the case of a Participant's final election, "50%" shall be
        substituted for "25%" in the preceding sentence to determine the amount the
        Participant may withdraw or, effective July 31, 2006, re-invest. The
        determination of the date on which Stock is acquired by or contributed to
        the
        Plan shall be made in accordance with section 401(a)(28) of the Code and
        regulations thereunder.
 (2)  The
        election period for purposes of this Subsection is the six Plan Year period
        that
        begins with the Plan Year in which occurs the later of (A) the Participant's
        attainment of age 55 or (B) the first Plan Year in which the Participant
        has
        completed ten years of participation, except that the election period shall
        not
        begin before December 31, 1986.
 (3)  Payments
        of withdrawals under this Subsection 7.9(b) will be made within 90 days
        following the end of the 90-day period during which the withdrawal election
        is
        made.
 (4)  Effective
        July 31, 2006, if the Participant elects a re-investment, the portion of
        the
        Account specified in Section 7.9(b)(1) will be invested by the Trustee on
        behalf
        of the Participant in such investment choices as the Participant may select
        among the investments utilized by the Deferred Savings Plan and Employee
        Savings
        Plan. The transfer of investments, fees and charges, and limitations on
        investment withdrawals and deposits shall be the same as that imposed on
        such
        investments by the Trustee of the Deferred Savings Plan and Employee Savings
        Plan. The Participant shall have the right to withdraw any and all funds
        so
        invested, subject to investment administrative timing rules as may be imposed
        by
        the Trustee.
 (c)  Notwithstanding
        the provisions of Section 7.9(a) and (b) above, Officers may not withdraw
        or,
        effective July 31, 2006, re-invest, any Stock which has been in the Plan
        less
        than six months. Any election by an Officer to make a withdrawal or, effective
        July 31, 2006, re-invest, pursuant to this Section 7.9 must be made not less
        than six months prior to the date of the withdrawal and such election shall
        be
        irrevocable.
 7.10  **Optional
        Direct Transfer of Eligible Rollover Distributions.**
 (a)  Except
        to
        the extent otherwise provided by section 401(a)(31) of the Code and regulations
        thereunder, a Participant, a surviving Spouse or an alternate payee under
        a
        Qualified Domestic Relations Order who is the spouse or former spouse of
        a
        Participant, entitled to receive a withdrawal or distribution from the Plan
        may
        elect to have the Trustee transfer all or a portion of the amount to be
        distributed directly to:
 (1)  an
        individual retirement account described in section 408(a) of the
        Code,
 (2)  an
        individual retirement annuity described in section 408(b) of the Code (other
        than an endowment contract),
 (3)  a
        qualified defined contribution retirement plan described in section 401(a)
        of
        the Code, the terms of which permit the acceptance of rollover contributions
        from this Plan,
 (4)  an
        annuity plan described in section 403(a) of the Code, the terms of which
        permit
        the acceptance of rollover contributions from this Plan,
 (5)  an
        annuity contract described in section 403(b) of the Code, or
 (6)  an
        eligible plan under section 457(b) of the Code which is maintained by a state,
        political subdivision of a state, or any agency or instrumentality of a state
        or
        political subdivision of a state and which agrees to separately account for
        amounts transferred into such plan from this Plan.
 A
        beneficiary entitled to receive a distribution from the Plan who is the spouse
        of a Participant shall have the right to transfer all or a portion of the
        amount
        to be distributed directly to a section 408(a) or 408(b) plan described in
        Subsections (a)(1) and (a)(2) above.
 (b)  the
        Participant or beneficiary must specify the name of the plan to which the
        amount
        is to be transferred, on a form and in a manner prescribed by the Employee
        Benefit Plan Board.
 (c)  Subsection
        (a) shall not apply to the following distributions:
 (1)  any
        distribution of Matching Contributions,
 (2)  any
        distribution which is one of a series of substantially equal installments
        over
        either (1) a period of ten (10) years or more, or (2) a period equal to the
        life
        or life expectancy of the Participant or the joint lives or life expectancy
        of
        the Participant and his beneficiary,
 (3)  that
        portion of any distribution after the Participant's Required Beginning Date
        that
        is required to be distributed to the Participant by the minimum distribution
        rules of section 401(a)(9) of the Code, or
 (4)  such
        other distributions as may be exempted by applicable statute or regulation
        from
        the requirements of section 401(a)(31) of the Code.
 
 **ARTICLE
        VIII**
 **ADMINISTRATION**
  8.1  **Administration
        by Employee Benefit Plan Board.**
 (a)  The
        Plan
        shall be administered by an Employee Benefit Plan Board, consisting of not
        more
        than five persons nor fewer than three persons. Members of the Employee Benefit
        Plan Board shall be appointed from time to time by the Board of Directors
        of PPL
        Corporation and shall serve at the pleasure of the Board of Directors of
        PPL
        Corporation. Vacancies shall be filled in the same manner as appointments.
        Any
        member of the Employee Benefit Plan Board may resign by delivering a written
        resignation to the Board of Directors or to the Secretary of the Employee
        Benefit Plan Board effective upon delivery or at any other future date specified
        therein.
 (b)  The
        Employee Benefit Plan Board shall elect a chairman from its members and shall
        appoint a secretary who may be, but need not be, a member of the Employee
        Benefit Plan Board. The Employee Benefit Plan Board shall not receive any
        compensation for its services.
 (c)  The
        Employee Benefit Plan Board may act at a meeting or in writing without a
        meeting. A majority of the members of the Employee Benefit Plan Board at
        the
        time in office shall constitute a quorum for the transaction of business
        at all
        meetings and a majority of those present at any meeting shall be required
        for
        action. All decisions by the Employee Benefit Plan Board arrived at without
        a
        meeting shall be made by the vote or assent of a majority of its members.
        No
        member of the Employee Benefit Plan Board may act, vote or otherwise influence
        a
        decision of the Employee Benefit Plan Board specifically relating to the
        Employee Benefit Plan Board member's own participation under the
        Plan.
 (d)  The
        Employee Benefit Plan Board may adopt such rules and regulations as it deems
        desirable for the conduct of its affairs. All rules and decisions of the
        Employee Benefit Plan Board shall be uniformly and consistently applied.
        The
        Employee Benefit Plan Board shall have the final right of interpretation,
        construction and determination under the Plan and decisions of the Employee
        Benefit Plan Board are final and conclusive for all purposes.
 8.2  **Duties
        and Powers of Employee Benefit Plan Board and Administrative Committee.**
 (a)  In
        addition to the duties and powers described elsewhere hereunder, the Employee
        Benefit Plan Board shall have all such powers as may be necessary to discharge
        its duties hereunder including but not limited to the following specific
        duties
        and powers:
 (1)  to
        retain
        such consultants, accountants, agents, clerical assistants and attorneys
        as may
        be deemed necessary or desirable to render statements, reports and advice
        with
        respect to the Plan and to assist the Employee Benefit Plan Board in complying
        with all applicable rules and regulations affecting the Plan. Any consultants,
        accountants, or attorneys may be the same as those retained by PPL;
 (2)  to
        make
        such amendments as provided for in Article X;
 (3)  to
        enact
        uniform and nondiscriminatory rules and regulations to carry out the provisions
        of the Plan;
 (4)  to
        compute the amount of any distribution payable to a Participant or other
        amounts
        payable under the Plan and authorize disbursement from the Fund;
 (5)  to
        interpret the provisions of the Plan;
 (6)  to
        determine whether any domestic relations order received by the Plan is a
        qualified domestic relations order as provided in section 414(p) of the
        Code;
 (7)  to
        evaluate administrative procedures;
 (8)  to
        delegate such duties and powers as the Employee Benefit Plan Board shall
        determine from time to time to any person or persons or to an administrative
        committee. To the extent of any such delegation, the delegate shall have
        the
        duties, powers, authority, and discretion of the Employee Benefit Plan Board;
        and
 (9)  to
        establish a claims procedure under which claims will be reviewed by the
        Manager-Employee Benefits of PPL ( effective
        upon the closing of the PPL Corporation corporate realignment pursuant to
        which
        PPL will separate its electric generation and energy marketing operations
        from
        its regulated electric transmission and distribution business, by
        the
        Manager-Employee Benefits of PPL Services Corporation), or such other individual
        as may be designated by the Vice President-Human Resources of PPL ( effective
        upon the closing of the PPL Corporation corporate realignment pursuant to
        which
        PPL will separate its electric generation and energy marketing operations
        from
        its regulated electric transmission and distribution business, by
        the
        Vice President-Human Resources of PPL Services Corporation) and under which
        each
        claimant shall receive notice in writing in the event any claim for benefits
        with respect to a Participant's participation in the Plan has been denied;
        such
        notice shall set forth the specific reasons for such denial. Such claims
        procedure shall also provide an opportunity for full and fair review by the
        Administrative Committee of the Employee Benefit Plan Board;
 (b)  In
        addition, to any other duties and powers it may possess, the Administrative
        Committee of the Employee Benefit Plan Board shall have the following specific
        duties and powers:
 (1)  to
        resolve questions or disputes relating to eligibility for distributions or
        the
        amount of distributions under the Plan;
 (2)  to
        interpret the provisions of the Plan;
 The
        Employee Benefit Plan Board and the Administrative Committee of the Employee
        Benefit Plan Board shall have the discretionary authority and final right
        to
        interpret, construe and make benefit determinations (including eligibility
        and
        amount) under the Plan. The decisions of the Employee Benefit Plan Board
        and the
        Administrative Committee of the Employee Benefit Plan Board are final and
        conclusive for all purposes.
 8.3  **Reliance
        on Reports and Certificates.** The
        members of the Employee Benefit Plan Board and the officers and directors
        of
        PPL, any Participating Company and PPL Corporation shall be entitled to rely
        upon all valuations, certificates and reports made by the Trustee or by any
        duly
        appointed accountant, and upon all opinions given by any duly appointed legal
        counsel.
 8.4  **Functions.** The
        Employee Benefit Plan Board shall cause to be maintained such books of account,
        records and other data as may be necessary or advisable in its judgment for
        the
        purpose of the proper administration of the Plan.
 8.5  **Indemnification
        of the Employee Benefit Plan Board.** Each
        member of the Employee Benefit Plan Board, the Administrative Committee,
        and
        each of their designees shall be indemnified by the Participating Companies
        against expenses (other than amounts paid in settlement to which a Participating
        Company does not consent) reasonably incurred by him in connection with any
        action to which he may be a party by reason of the delegation to him of
        administrative functions and duties, except in relation to matters as to
        which
        he shall be adjudged in such action to be personally guilty of negligence
        or
        willful misconduct in the performance of his duties. The foregoing right
        to
        indemnification shall be in addition to such other rights as the member of
        the
        Employee Benefit Plan Board, the Administrative Committee, and each of their
        designees may enjoy as a matter of law or by reason of insurance coverage
        of any
        kind. Rights granted hereunder shall be in addition to and not in lieu of
        any
        rights to indemnification to which the member of the Employee Benefit Plan
        Board, the Administrative Committee and each of their designees may be entitled
        pursuant to the bylaws of PPL. Service on the Employee Benefit Plan Board
        shall
        be deemed in partial fulfillment of the Employee Benefit Plan Board member's
        function as an employee, officer and/or director of PPL or PPL Corporation,
        if
        he serves in such other capacity as well.
 8.6  **Allocation
        of Fiduciary Responsibilities.** A
        fiduciary shall have only those specific powers, duties, responsibilities
        and
        obligations as are specifically given under this Plan or the Trust Agreement.
        A
        fiduciary may serve in more than one fiduciary capacity with respect to the
        Plan. It is intended that each fiduciary shall be responsible for the proper
        exercise of the fiduciary's own powers, duties, responsibilities and obligations
        under this Plan and the Trust Agreement, and generally shall not be responsible
        for any act or failure to act of another fiduciary.
 
 **ARTICLE
        IX**
  **THE
        FUND**
  9.1  **Designation
        of Trustee.** PPL, by
        appropriate resolution of its Board of Directors, shall name and designate
        a
        Trustee and enter into a Trust Agreement with such Trustee. PPL shall have
        the
        power to amend the Trust Agreement, remove the Trustee, and designate a
        successor Trustee, all as provided in the Trust Agreement. All of the assets
        of
        the Plan shall be held by the Trustee for use in accordance with this Plan
        in
        providing for the benefits hereunder.
 9.2  **Exclusive
        Benefit.** Prior to
        the satisfaction of all liabilities under the Plan in the event of termination
        of the Plan, no part of the corpus or income of the Fund shall be used for
        or
        diverted to purposes other than for the exclusive benefit of Participants
        and
        their beneficiaries except as expressly provided in this Plan and in the
        Trust
        Agreement.
 9.3  **No
        Interest in Fund.** No
        persons shall have any interest in, or right to, any part of the assets or
        income of the Fund, except as to and to the extent expressly provided in
        this
        Plan and in the Trust Agreement.
 9.4  **Trustee.** The
        Trustee shall be the fiduciary with respect to management and control of
        Plan
        assets held by it and shall have exclusive and sole responsibility for the
        custody and investment thereof in accordance with the Trust
        Agreement.
 9.5  **Expenses.** All
        expenses of administration of this Plan shall be paid from the Fund unless
        they
        are paid directly by a Participating Company.
 
 **ARTICLE
        X**
 **AMENDMENT
        OR TERMINATION OF THE PLAN**
  10.1  **Amendment.**  Each
        Participating Company shall have the power to amend the Plan by or pursuant
        to
        action of its board of directors, but any such amendment to the Plan must
        be
        approved by PPL Services Corporation, and shall only apply to those Participants
        who are employees of the Participating Company authorizing the amendment.
        Any
        amendment that significantly affects the cost of the Plan or significantly
        alters the benefit design or eligibility requirements of the Plan shall be
        adopted by both PPL Services Corporation and any Participating Company whose
        employees are affected. In addition, the Employee Benefit Plan Board may
        adopt
        any amendment that does not significantly affect the cost of the Plan or
        significantly alter the benefit design or eligibility requirements of the
        Plan.
        Each amendment to the Plan will be binding on the Participating Company to
        which
        it applies. Except
        as expressly provided elsewhere in the Plan, prior to the satisfaction of
        all
        liabilities with respect to the benefits provided under this Plan, no such
        amendment or termination shall cause any part of the monies contributed
        hereunder to revert to PPL or to be diverted to any purpose other than for
        the
        exclusive benefit of Participants and their beneficiaries. No amendment shall
        have the effect of retroactively depriving Participants of benefits already
        accrued under the Plan. Upon complete termination of the Plan without
        establishment or maintenance of a successor plan (other than an employee
        stock
        ownership plan as defined in section 4975(e)(7) of the Code), Participants
        may
        receive distribution of their Accounts. Amendments to the allocation formulas
        contained in Article V shall not be made more frequently than once every
        six
        months.
 10.2  **Termination.** The Plan
        and the Fund forming part of the Plan may be terminated or contributions
        completely discontinued at any time by or pursuant to action of the board
        of
        directors of PPL Corporation. In the event of a termination, partial
        termination, or a complete discontinuance of contributions or in the event
        PPL
        Corporation is dissolved, liquidated, or adjudicated a bankrupt, the interest
        of
        the Participants, their estates and beneficiaries, shall be nonforfeitable
        and
        shall be fully vested, and distributions shall be made to them in full shares
        of
        Stock and cash in lieu of fractional shares based on the price at which the
        Trustee sells such Stock or the fair market value thereof. When all assets
        have
        been paid out by the Trustee, the Fund shall cease. Any distribution after
        termination of the Plan may be made at any time, and from time to time, in
        whole
        or in part in full shares of Stock and cash in lieu of fractional shares
        based
        on the price at which the Trustee sells such Stock or the fair market value
        thereof; provided, however, that no Stock may be distributed to a Participant
        within seven years after the month in which such Stock was allocated to the
        Participant's Account except in the case of the Participant's retirement,
        Total
        Disability, death or other termination of employment with PPL and all Affiliated
        Companies. In making such distributions, any and all determinations, divisions,
        appraisals, apportionments and allotments so made shall be final and
        conclusive.
 10.3  **Special
        Rule.** In the
        event that the Plan is terminated in accordance with Section 10.2, unallocated
        amounts held in a suspense account described in Section 5.5 shall be allocated
        among Participants, subject to the limitations of Section 5.5, in the year
        of
        termination and amounts which cannot be allocated by reason of the limitations
        of Section 5.5 may be withdrawn from the Fund and returned to PPL or PPL
        Corporation.
 10.4  **Merger.** The Plan
        shall not be merged with or consolidated with, or its assets be transferred
        to,
        any other qualified retirement plan unless each Participant would (assuming
        the
        Plan then terminated) receive a benefit after such merger, consolidation
        or
        transfer which is of actuarial value equal to or greater than the benefit
        he
        would have received from the value of his Account if the Plan had been
        terminated on the day before such merger, consolidation or transfer. No amounts
        shall be transferred to this Plan which would cause the Plan to be a direct
        or
        indirect transferee of a plan to which the joint and survivor annuity and
        pre-retirement survivor annuity requirements of sections 401(a)(11) and 417
        of
        the Code apply.
 
 **ARTICLE
        XI**
 **TOP
        HEAVY PROVISIONS**
  11.1  **General.** The
        following provisions shall apply automatically to the Plan and shall supersede
        any contrary provisions for each Plan Year in which the Plan is a Top Heavy
        Plan
        (as defined below). It is intended that this Article shall be construed in
        accordance with the provisions of section 416 of the Code.
 11.2  **Definitions.** The
        following definitions shall supplement those set forth in Article II of the
        Plan:
 (a)  " **Aggregation
        Group** "
        shall
        mean:
 (1)  each
        plan
        (including a frozen plan or a plan which has been terminated during the 1-year
        period ending on the Determination Date) of PPL or an Affiliated Company
        in
        which a Key Employee is a participant,
 (2)  each
        other plan (including a frozen plan or a plan which has been terminated during
        the 1-year period ending on the Determination Date) of PPL or an Affiliated
        Company which enables any plan in which a Key Employee participates to meet
        the
        requirements of section 401(a)(4) or 410 of the Code, and
 (3)  each
        other plan (including a frozen plan or a plan which has been terminated during
        the 1-year period ending on the Determination Date) of PPL or an Affiliated
        Company which is included by the Employee Benefit Plan Board if the Aggregation
        Group, including such plan, would continue to meet the requirements of sections
        401(a)(4) and 410 of the Code.
 (b)  **"Determination
        Date"** shall
        mean the last day of the preceding Plan Year, except for the first Plan Year,
        it
        shall mean the last day of that Plan Year.
 (c)  **"Key
        Employee"** shall
        mean any Employee or former Employee (including any deceased Employee) who
        at
        any time during the Plan Year that includes the Determination Date was an
        officer of the employer having annual compensation greater than $130,000
        (as
        adjusted under section 416(i)(1) of the Code for Plan Years beginning after
        December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner
        of
        the employer having annual compensation of more than $150,000. For this purpose,
        “annual compensation” means compensation within the meaning of section 415(c)(3)
        of the Code. The determination of who is a Key Employee will be made in
        accordance with section 416(i)(1) of the Code and the applicable regulations
        and
        other guidance of general applicability issued thereunder.
 (d)  **"Key
        Employee Ratio"** shall
        mean the ratio for any Plan Year, calculated as of the Determination Date
        of
        such Plan Year, determined by comparing the amount described in Subsection
        (d)(1) with the amount described in Subsection (d)(2) after deducting from
        each
        such amount any portion thereof described in Subsection (d)(3).
 (1)  The
        sum
        of (A) the present value of all accrued benefits of Key Employees under all
        qualified defined benefit plans included in the Aggregation Group, (B) the
        balances in all of the accounts of Key Employees under all qualified defined
        contribution plans included in the Aggregation Group, and (C) the amounts
        distributed from all plans in such Aggregation Group to or on behalf of any
        Key
        Employee during the 1-year period ending on the Determination Date, except
        benefits paid on account of death in excess of the accrued benefit or account
        balances immediately prior to death. The preceding sentence shall also apply
        to
        distributions under a terminated plan which, had it not been terminated,
        would
        have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code.
        In
        the case of a distribution made for a reason other than separation from service,
        death, or disability, the provisions of the foregoing subsection (C) shall
        be
        applied by substituting "5-year period" for "1-year period."
 (2)  The
        sum
        of (A) the present value of all accrued benefits of all participants under
        all
        qualified defined benefit plans included in the Aggregation Group, (B) the
        balances in all of the accounts of all participants under all qualified defined
        contribution plans included in the Aggregation Group and (C) the amounts
        distributed from all plans in such Aggregation Group to or on behalf of any
        participant during the 1-year period ending on the Determination Date. The
        preceding sentence shall also apply to distributions under a terminated plan
        which, had it not been terminated, would have been aggregated with the Plan
        under section 416(g)(2)(A)(i) of the Code. In the case of a distribution
        made
        for a reason other than separation from service, death, or disability, the
        provisions of the foregoing subsection (C) shall be applied by substituting
        "5-year period" for "1-year period."
 (3)  The
        sum
        of (A) all rollover contributions (or fund to fund transfers) to the Plan
        by an
        Employee after December 31, 1983, from a plan sponsored by an employer which
        is
        not PPL or an Affiliated Company, (B) any amount that is included in Subsections
        (d)(1) and (2) for a person who is a Non-Key Employee as to the Plan Year
        of
        reference but who was a Key Employee as to any earlier Plan Year, and (C)
        for
        Plan Years beginning after December 31, 1984, any amount that is included
        in
        Subsections (d)(1) and (2) for a person who had not performed any services
        for
        PPL during the 1-year period ending on the Determination Date.
 (4)  The
        present value of accrued benefits under all qualified defined benefit plans
        included in the Aggregation Group shall be determined (A) on the basis of
        the
        1971 TPF&C Forecast Mortality Table and an interest rate of six and one-half
        percent (61⁄2%) and (B) under the accrual method used for all qualified defined
        benefit plans maintained by PPL or any Affiliated Company, if a single method
        is
        used for all such plans, or otherwise, the slowest accrual method permitted
        under section 411 (b) (1) (C) of the Code.
 (e)  **"Non-Key
        Employee"** shall
        mean any person who is an Employee or a former Employee of PPL or an Affiliated
        Company in any Plan Year but who is not a Key Employee as to that Plan Year.
        The
        term Non-Key Employee shall also include the beneficiaries of such
        persons.
 (f)  **"Top
        Heavy Plan"** shall
        mean each plan in an Aggregation Group if, as of the applicable Determination
        Date, the Key Employee Ratio exceeds sixty percent (60%) determined in
        accordance with section 416 of the Code.
 11.3  **Minimum
        Contributions for Non-Key Employees.**
 (a)  In
        each
        Plan Year in which the Plan is a Top Heavy Plan, each Eligible Employee who
        is
        not a Key Employee (except an Eligible Employee who is not a Key Employee
        as to
        the Plan Year of reference but who was a Key Employee as to any earlier Plan
        Year or an Eligible Employee who is covered by a collective bargaining
        agreement) and who is actively employed by PPL on the last day of such Plan
        Year
        will receive a total minimum Company Contribution (including forfeitures)
        under
        all plans described in Section 11.2(a)(1) and (2) of not less than three
        percent
        (3%) of the Eligible Employee's annual compensation as defined in section
        415 of
        the Code. Salary reduction contributions to such plans made on behalf of
        an
        Eligible Employee in plan years beginning after December 31, 1984 but before
        January 1, 1989, shall be deemed to be Company Contributions for the purpose
        of
        this Subsection. Company Contributions shall be taken into account for purposes
        of satisfying the minimum contribution requirements of section 416(c)(2)
        of the
        Code and the Plan. The preceding sentence shall apply with respect to Company
        Contributions under the Plan or, if the Plan provides that the minimum
        contribution requirement shall be met in another plan, such other plan. Company
        Contributions that are used to satisfy the minimum contribution requirements
        shall be treated as Company Contributions for purposes of the actual
        contribution percentage test and other requirements of section 401(m) of
        the
        Code.
 (b)  The
        percentage set forth in Section 11.3(a) shall be reduced to the percentage
        at
        which contributions, including forfeitures are made (or are required to be
        made)
        for a Plan Year for the Key Employee for whom such percentage is the highest
        for
        such Plan Year. This percentage shall be determined for each Key Employee
        by
        dividing the contribution for such Key Employee by his compensation, as defined
        in section 415 of the Code, for the Plan Year, determined under Section 11.4.
        All defined contribution plans required to be included in an Aggregation
        Group
        shall be treated as one plan for the purpose of this Section 11.3; however,
        this
        Section 11.3(b) shall not apply to any plan which is required to be included
        in
        an Aggregation Group if such plan enables a defined benefit plan in such
        group
        to meet the requirements of section 401(a)(4) or section 410 of the
        Code.
 (c)  If
        a
        Non-Key Employee described in Subsection (a), participates in both a defined
        benefit plan and a defined contribution plan described in Sections 11.2(a)(1)
        and (2) maintained by PPL, PPL is not required to provide such Employee with
        both the minimum benefit and the minimum contribution. Regulations prescribed
        by
        the Secretary of the Treasury shall serve to prevent inappropriate omissions
        or
        duplications of minimum benefits or contributions.
 11.4  **Social
        Security.** The Plan
        for each Plan Year in which it is a Top Heavy Plan, must meet the requirements
        of this Article XI without regard to any Social Security or similar
        contributions or benefits.
 
 **ARTICLE
        XII**
 **GENERAL
        PROVISIONS**
  12.1  **No
        Employment Rights.** Neither
        the action of PPL in establishing the Plan, nor any provisions of the Plan,
        nor
        any action taken by it or by the Employee Benefit Plan Board shall be construed
        as giving to any employee of a Participating Company the right to be retained
        in
        its employ, or any right to payment except to the extent of the benefits
        provided in the Plan to be paid from the Fund.
 12.2  **Source
        of Benefits.** All
        benefits payable under the Plan shall be paid or provided for solely from
        the
        Fund, and neither any Participating Company nor PPL Corporation assume liability
        or responsibility therefor.
 12.3  **Governing
        Law.** All
        questions pertaining to the validity, construction and operation of the Plan
        shall be determined in accordance with the laws of Pennsylvania, except to
        the
        extent superseded by ERISA.
 12.4  **Spendthrift
        Clause.**
 (a)  No
        benefit payable at any time under this Plan, and no interest or expectancy
        herein shall be anticipated, assigned, or alienated by any Participant or
        beneficiary, or be subject to attachment, garnishment, levy, execution or
        other
        legal or equitable process, except for (1) an amount necessary to satisfy
        a
        federal tax levy made pursuant to section 6331 of the Code, (2) any benefit
        payable pursuant to a domestic relations order within the meaning of the
        Code or
        (3) an offset of a Participant's benefit as described in section 206(d)(4)
        of
        ERISA on account of a crime or fiduciary breach.
 (b)  Any
        attempt to alienate or assign such benefit, whether presently or thereafter
        payable, shall be void. No benefit shall in any manner be liable for or subject
        to the debts or liability of any Participant or beneficiary. If any Participant
        or beneficiary shall attempt to, or shall, alienate or assign his benefits
        under
        the Plan or any part thereof, or if by reason of his bankruptcy or other
        event
        happening at any time, such benefits would devolve upon anyone else or would
        not
        be enjoyed by him, then the Employee Benefit Plan Board may terminate payment
        of
        such benefit and hold or apply it to or for the benefit of the Participant
        or
        beneficiary.
 (c)  The
        Employee Benefit Plan Board shall review any domestic relations order to
        determine whether it is qualified within the meaning of section 414(p) of
        the
        Code. An order shall not be qualified unless it complies with all applicable
        provisions of the Plan concerning mode of payment and manner of elections.
        Notwithstanding the preceding sentence and any restrictions on timing of
        distributions and withdrawals under the Plan, an order may provide for
        distribution immediately or at any other time specified in the
        order.
 12.5  **Incapacity.** If the
        Employee Benefit Plan Board deems any Participant who is entitled to receive
        payments hereunder incapable of receiving or disbursing the same by reason
        of
        age, illness or infirmity or incapacity of any kind, the Employee Benefit
        Plan
        Board may direct the Trustee to apply such payment directly for the comfort,
        support and maintenance of such Participant or to pay the same to any
        responsible person caring for the Participant as determined by the Employee
        Benefit Plan Board to be qualified to receive and disburse such payments
        for the
        Participant's benefit, and the receipt of benefit such person shall be a
        complete acquittance for the payment of benefit. Payments pursuant to this
        Section 12.5 shall be complete discharge to the extent thereof of any and
        all
        liability of the Participating Companies, PPL Corporation, the Employee Benefit
        Plan Board, the Administrative Committee (if any), the Trustee, and the
        Fund.
 12.6  **Gender
        and Number.** Except
        where otherwise clearly indicated by context, the masculine shall include
        the
        feminine, the singular shall include the plural, and vice versa.
 12.7  **Voting
        or Tendering Stock** .
        Each
        Participant (or, in the event of his or her death, his or her beneficiary)
        is,
        for purposes of this Section 12.7, hereby designated a “named fiduciary,” within
        the meaning of section 403(a)(1) of ERISA with respect to his or her
        proportionate number of shares of Stock (such proportionate number of shares
        being determined at the respective times such fiduciary rights are exercisable,
        as set forth below).
 (a)  **Voting
        Rights** .
        Each
        Participant (or beneficiary) shall have the right, to the extent of his or
        her
        proportionate number of shares of Stock (as determined in the last sentence
        of
        this Section 12.7(a)) to instruct the Trustee in writing as to the manner
        in
        which to vote such Stock at any stockholders’ meeting of PPL Corporation. PPL
        shall use its best efforts to timely distribute or cause to be distributed
        to
        each Participant (or beneficiary) the information distributed to stockholders
        of
        PPL Corporation in connection with any such stockholders' meeting, together
        with
        a form requesting confidential instructions to the Trustee on how such shares
        of
        Stock shall be voted on each such matter. Upon timely receipt of such
        instructions, the Trustee shall, on each such matter, vote as directed the
        appropriate number of shares of Stock (including fractional shares). An
        individual’s proportionate number of shares of Stock held in the trust shall be
        equal to the product of multiplying the total number of shares of Stock by
        a
        fraction, the numerator of which shall be the respective number of shares
        of
        Stock which are held in such individual’s account for which he or she provides
        instructions to the Trustee and the denominator of which shall be the number
        of
        shares of Stock in all such accounts for which instructions are provided
        to the
        Trustee.
 (b)  **Rights
        on Tender or Exchange Offer** .
        Each
        Participant (or beneficiary) shall have the right, to the extent of his or
        her
        proportionate number of shares of Stock (as determined in the last sentence
        of
        this Section 12.7(b)) of shares to instruct the Trustee in writing as to
        the
        manner in which to respond to a tender or exchange offer with respect to
        such
        Stock. PPL shall use its best efforts to timely distribute or cause to be
        distributed to each such Participant (or beneficiary) the information
        distributed to stockholders of PPL Corporation in connection with any such
        tender or exchange offer. Upon timely receipt of such instructions, the Trustee
        shall respond as instructed with respect to such shares. If, and to the extent
        that, the Trustee shall not have received timely instructions from any
        individual given a right to instruct the Trustee with respect to certain
        shares
        of Stock by the first sentence of this Section 12.7(b), such individual shall
        be
        deemed to have timely instructed the Trustee not to tender or exchange such
        shares of Stock. An individual’s proportionate number of shares of Stock shall
        be equal to the product of multiplying the total number of shares of Stock
        by a
        fraction, the numerator of which shall be the number of shares which are
        held in
        such individual’s account and the denominator of which shall be the total number
        of shares of Stock.
 (c)  **Confidentiality.** All
        instructions received by the Trustee from individual participants (or
        beneficiaries) pursuant to this Section 12.7 shall be held by the Trustee
        in
        strict confidence and shall not be divulged or released to any person; provided,
        that, to the extent necessary for the operation of the Plan or compliance
        with
        applicable law, such instructions may be relayed by the Trustee to a
        recordkeeper, auditor or other person providing services to the Plan or
        responsible for monitoring compliance with applicable laws, if such person
        is
        either:
 (1)
              a
                  person who is not a Participating Company or an Affiliated Company
                  or an
                  employee, officer or director of a Participating Company or an
                  Affiliated
                  Company and who agrees not to divulge such instructions to any
                  other
                  person, including a Participating Company, an Affiliated Company,
                  or
                  employees, officers and directors of a Participating Company or
                  an
                  Affiliated Company; or
 (2)
              a
                  person who is an employee of a Participating Company or an Affiliated
                  Company, if such person is specifically authorized by the Employee
                  Benefit
                  Plan Board to receive such information pursuant to confidentiality
                  procedures designed to safeguard the confidentiality of such information.
                  The Employee Benefit Plan Board shall be responsible for monitoring
                  compliance with such procedures, for the adequacy of such procedures,
                  and
                  for appointing an independent fiduciary to carry out activities
                  relating
                  to any situation that, in the determination of the Employee Benefit
                  Plan
                  Board, involves a potential for undue employer influence on Participants
                  (or beneficiaries) with regard to their exercise of rights under
                  this
                  Section 12.7.
 12.8  **Use
        of Loan Proceeds** .
        Subject
        to 12.9, no Stock acquired with the proceeds of an exempt loan (within the
        meaning of section 4975(e)(7) of the Code) shall be subject to a put, call,
        or
        other option or buy-sell or similar arrangement while held by or when
        distributed from the Plan, whether or not the Plan is an employee stock
        ownership plan at such time.
 12.9  **Put
        Option.** In the
        event the Stock is ever not readily tradeable on an established market (whether
        or not the Plan is an employee stock ownership plan at such time), PPL or
        PPL
        Corporation shall issue a "put option" to each Participant or beneficiary
        receiving a distribution of Stock from the Plan. Such put option shall permit
        the Participant or beneficiary to sell such Stock to PPL or PPL Corporation,
        at
        any time during two option periods (described below), at the then fair-market
        value, as determined by an independent appraiser (as defined in section
        401(a)(28) of the Code). The first put option period shall be a period of
        60
        days commencing on the date the Stock is distributed to the Participant or
        beneficiary. If the put option is not exercised within that period, it will
        temporarily lapse. Upon the close of the Plan Year in which such temporary
        lapse
        of the put option occurs, the Employee Benefit Plan Board shall establish
        the
        value of the Stock, as determined by an independent appraiser, and shall
        notify
        each distributee who did not exercise the initial put option prior to its
        temporary lapse in the preceding Plan Year of the revised value of the Stock.
        The second period during which the put option may be exercised shall commence
        on
        the date such notice of revaluation is given and shall permanently terminate
        60
        days thereafter. The Trustee may be permitted by PPL to purchase Stock tendered
        to PPL or PPL Corporation under a put option. The Participant may elect that
        the
        payment for Stock sold pursuant to a put option shall be made in one of the
        following forms:
 (a)  in
        substantially equal annual installments commencing within 30 days from the
        date
        of the exercise of the put option and over a period not exceeding five years,
        with interest payable at a reasonable rate on any unpaid installment balance,
        with adequate security provided, and without penalty for any prepayment of
        such
        installments; or
 (b)  in
        a lump
        sum as soon as practicable after the exercise of the put option.
 The
        Trustee, on behalf of the Trust, may offer to purchase any shares of Stock
        (which are not sold pursuant to a put option) from any former Participant
        or
        beneficiary, at any time in the future, at their then fair-market value as
        determined by an independent appraiser.
 12.10  **Compliance
        with Rule 16b-3.** With
        respect to Participants subject to section 16 of the Securities Exchange
        Act of
        1934, transactions under this Plan are intended to comply with all applicable
        conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent
        any
        provision of the Plan or action by the Board of Directors, the board of
        directors of PPL Corporation or Employee Benefit Plan Board involving such
        a
        Participant is deemed not to comply with an applicable condition of Rule
        16b-3,
        it shall be deemed null and void to the extent permitted by law and deemed
        advisable by the Board of Directors, the board of directors of PPL Corporation
        or Employee Benefit Plan Board.
 
 **ARTICLE
        XIII**
 **TREATMENT
        OF RETURNING VETERANS**
  13.1  **Applicability
        and Effective Date** .
        The
        rights of any Returning Veteran who resumes employment with a Participating
        Company on or after December 12, 1994 shall be modified as set forth in this
        Article.
 13.2  **Eligibility
        to Participate** .
        For
        purposes of Section 3.1,
 (a)  A
        Returning Veteran who was an Eligible Employee immediately prior to his
        Qualified Military Service shall be deemed to have remained an Eligible Employee
        throughout his Qualified Military Service.
 (b)  A
        Returning Veteran who would have become an Eligible Employee during the period
        of his Qualified Military Service, but for the resulting absence from
        employment, shall be deemed to have become an Eligible Employee as of the
        date
        he would have become an Eligible Employee if he had not entered into Qualified
        Military Service.
 13.3  **Restoration
        of Dividend-based Contributions** .
        With
        respect to any Plan Year for which a Returning Veteran would have been a
        Participant, but failed to share in Dividend-based Contributions solely by
        reason of his Qualified Military Service, the Participating Company shall
        contribute to such Participant's Account an amount equal to the Dividend-based
        Contributions that would have been allocated to his Account, but for his
        absence
        for Qualified Military Service. Such contribution shall not include the earnings
        that would have accrued on such amount.
 13.4  **Determination
        of Compensation** .
        For
        purposes of determining the amount of any contributions under Section 13.3
        and
        for applying the limits of Section 5.5, a Participant's compensation during
        any
        period of Qualified Military Service shall be deemed to equal
        either:
 (a)  the
        compensation he would have received but for such Qualified Military Service,
        based on the rate of pay he would have received from a Participating Company;
        or
 (b)  if
        the
        amount described in (a) above is not reasonably certain, his average
        compensation from a Participating Company during the 12-month period immediately
        preceding the Qualified Military Service (or, if shorter, the period of
        employment immediately preceding the Qualified Military Service). Such amount
        shall be adjusted as necessary to reflect the length of the Participant's
        Qualified Military Service.
 13.5  **Application
        of Certain Limitations** .
        For
        purposes of applying the limitations of Section 5.5, any contributions described
        in Section 13.3, shall be treated as contributions for the Limitation Year
        to
        which they relate, rather than the Limitation Year in which they are actually
        made.
 13.6  **Administrative
        Rules and Procedures** .
        The
        Employee Benefit Plan Board shall establish such rules and procedures as
        it
        deems necessary or desirable to implement the provisions of this Article,
        provided that they are not in violation of the Uniformed Services Employment
        and
        Reemployment Rights Act of 1994, any regulations thereunder, or any other
        applicable law.
 Executed
        this ___ day
        of
        January, 2007.
 PPL
        SERVICES CORPORATION
  By
        _____________________________
  Ronald
        Schwarz
 Vice
        President-Human Resources
 
   Appendix
        A
  Participating
        Company
  Name
              Effective
                  Date1.
              PPL
                  Services Corporation
              July
                  1, 20002.
              PPL
                  Electric Utilities Corporation
              January
                  1, 19753.
              PPL
                  EnergyPlus, LLC
              July
                  14, 19984.
              PPL
                  Generation, LLC
              July
                  1, 20005.
              PPL
                  Brunner Island, LLC
              July
                  1, 20006.
              PPL
                  Holtwood, LLC
              July
                  1, 20007.
              PPL
                  Martins Creek, LLC
              July
                  1, 20008.
              PPL
                  Montour, LLC
              July
                  1, 20009.
              PPL
                  Susquehanna, LLC
              July
                  1, 200010.
              PPLSolutions,
                  LLC
              January
                  1, 200211.
              PPL
                  Telcom, LLC
              February
                  5, 200112.
              Lower
                  Mount Bethel Energy, LLC
              September
                  30, 200213.
              PPL
                  Edgewood Energy, LLC
              April
                  1, 200314.
              PPL
                  Maine, LLC
              April
                  1, 200315.
              PPL
                  Wallingford Energy, LLC
              April
                  1, 200316.
              PPL
                  Development Company, LLC
              January
                  1, 200617.
              PPL
                  Global, LLC
              January
                  1, 200618.
              PPL
                  Energy Services Group, LLC
              September
                  25, 2006
  
 
 **Schedule
        A**
  Effective
        July 1, 2000
  A.
              For
                  all Participating Companies,**"Compensation"**shall mean the annual compensation received by an Employee from
                  a
                  Participating Company as reported on Internal Revenue Service Form
                  W-2 or
                  a successor form plus the Employee's elective deferrals under the
                  Employee
                  Savings Plan or Deferred Savings Plan; provided, however, that
                  Compensation shall not include bonuses or fringe benefits not normally
                  included in compensation, such as tuition refunds, moving expenses,
                  etc.
                  and shall not, for purposes of allocation under Section 5.2(a),
                  include
                  any amount in excess of (i) for the 1975 and 1976 Plan Years, $16,000
                  and
                  (ii) commencing with the 1977 Plan Year, the median annual compensation
                  of
                  all Participants during the Plan Year or $100,000, whichever is
                  less. Such
                  median compensation shall be determined as of the close of a Plan
                  Year and
                  shall be rounded to an even thousand dollars. Compensation shall
                  also
                  include the additional compensation listed below, for Participants
                  in the
                  Participating Company listed
                  herein.
 B.
              Effective
                  January 1, 2000 only the following additional compensation for
                  the
                  following Participating Companies shall be included in Compensation,
                  as
                  defined in this Schedule A.
 1.
              PPL
                  Electric Utilities Corporation (formerly PP&L, Inc.), PPL EnergyPlus,
                  LLC (formerly PP&L EnergyPlus Co., LLC), PPL Services Corporation, PPL
                  Generation, LLC, PPL Brunner Island, LLC, PPL Holtwood, LLC, PPL
                  Martins
                  Creek, LLC, PPL Montour, LLC, PPL Susquehanna, LLC, PPL Telcom,
                  LLC
                  (effective 2/5/01), PPLSolutions, LLC (effective 1/1/02), Lower
                  Mount
                  Bethel Energy, LLC (effective 9/30/02), PPL Edgewood Energy, LLC
                  (effective 4/1/03), PPL Maine, LLC (effective 4/1/03), PPL Wallingford
                  Energy, LLC (effective 4/1/03), PPL Development Company, LLC (effective
                  1/1/06), PPL Global, LLC (effective 1/1/06), and PPL Energy Services
                  Group, LLC (effective 9/25/06).
  a)
              Any
                  single sum award paid from the variable compensation fund created
                  annually
                  with a percentage of annualized base salaries in accordance with
                  the
                  Managers Compensation Plan.
  2.  PPL
        EnergyPlus, LLC (formerly PP&L EnergyPlus Co., LLC):
  a)  Any
        sales
        incentive award paid as a single sum on an annual basis.
 
 SCHEDULE
        B
  **Schedule
        Of Minimum Distribution Requirements**
  **Section
        1.**  **General
        Rules**
  1.1  Effective
        Date .
        The
        provisions of this Schedule will apply for purposes of determining required
        minimum distributions for calendar years beginning with the 2003 calendar
        year.
 1.2  Precedence .
        The
        requirements of this Schedule will take precedence over any inconsistent
        provisions of the Plan.
 1.3  Requirements
        of Treasury Regulations Incorporated .
        All
        distributions required under this Schedule will be determined and made in
        accordance with the Treasury regulations under section 401(a)(9) of the Code.
 1.4  TEFRA
        Section 242(b)(2) Elections .
        Notwithstanding the other provisions of this Schedule, distributions may
        be made
        under a designation made before January 1, 1984, in accordance with section
        242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
        provisions of the Plan that relate to section 242(b)(2) of TEFRA.
  **Section
        2.**  **Time
        and Manner of Distribution** .
  2.1  Required
        Beginning Date .
        The
        Participant's entire interest will be distributed, or begin to be distributed,
        to the Participant no later than the Participant's required beginning date.
 2.2  Death
        of Participant Before Distributions Begin .
        If the
        Participant dies before distributions begin, the Participant's entire interest
        will be distributed, or begin to be distributed, no later than as follows:
 (a)  If
        the
        Participant's surviving spouse is the Participant's sole designated beneficiary,
        then distributions to the surviving spouse will begin by December 31 of the
        calendar year immediately following the calendar year in which the Participant
        died, or by December 31 of the calendar year in which the Participant would
        have
        attained age 70 1/2, if later.
 (b)  If
        the
        Participant's surviving spouse is not the Participant's sole designated
        beneficiary, then distributions to the designated beneficiary will begin
        by
        December 31 of the calendar year immediately following the calendar year
        in
        which the Participant died.
 (c)  If
        there
        is no designated beneficiary as of September 30 of the year following the
        year
        of the Participant's death, the Participant's entire interest will be
        distributed by December 31 of the calendar year containing the fifth anniversary
        of the Participant's death.
 (d)  If
        the
        Participant's surviving spouse is the Participant's sole designated beneficiary
        and the surviving spouse dies after the Participant but before distributions
        to
        the surviving spouse begin, this section 2.2, other than section 2.2(a),
        will
        apply as if the surviving spouse were the Participant.
 For
        purposes of this section 2.2 and section 4, unless section 2.2(d) applies,
        distributions are considered to begin on the Participant's required beginning
        date. If section 2.2(d) applies, distributions are considered to begin on
        the
        date distributions are required to begin to the surviving spouse under section
        2.2(a). If distributions under an annuity purchased from an insurance company
        irrevocably commence to the Participant before the Participant's required
        beginning date (or to the Participant's surviving spouse before the date
        distributions are required to begin to the surviving spouse under section
        2.2(a)), the date distributions are considered to begin is the date
        distributions actually commence.
 2.3  Forms
        of Distribution .
        Unless
        the Participant's interest is distributed in the form of an annuity purchased
        from an insurance company or in a single sum on or before the required beginning
        date, as of the first distribution calendar year distributions will be made
        in
        accordance with sections 3 and 4 of this Schedule. If the Participant's interest
        is distributed in the form of an annuity purchased from an insurance company,
        distributions thereunder will be made in accordance with the requirements
        of
        section 401(a)(9) of the Code and the Treasury regulations.
  **Section
        3.**  **Required
        Minimum Distributions During Participant's Lifetime.**
  3.1  Amount
        of Required Minimum Distribution For Each Distribution Calendar
        Year .
        During
        the Participant's lifetime, the minimum amount that will be distributed for
        each
        distribution calendar year is the lesser of:
 (a)  the
        quotient obtained by dividing the Participant's account balance by the
        distribution period in the Uniform Lifetime Table set forth in section
        1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as
        of the
        Participant's birthday in the distribution calendar year; or
 (b)  if
        the
        Participant's sole designated beneficiary for the distribution calendar year
        is
        the Participant's spouse, the quotient obtained by dividing the Participant's
        account balance by the number in the Joint and Last Survivor Table set forth
        in
        section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's
        and
        spouse's attained ages as of the Participant’s and spouse's birthdays in the
        distribution calendar year.
 3.2  Lifetime
        Required Minimum Distributions Continue Through Year of Participant's
        Death .
        Required minimum distributions will be determined under this section 3 beginning
        with the first distribution calendar year and up to and including the
        distribution calendar year that includes the Participant's date of death.
  **Section
        4.**  **Required
        Minimum Distributions After Participant's Death.**
  4.1  Death
        On or After Date Distributions Begin .
 (a)  *Participant
        Survived by Designated Beneficiary* .
        If the
        Participant dies on or after the date distributions begin and there is a
        designated beneficiary, the minimum amount that will be distributed for each
        distribution calendar year after the year of the Participant's death is the
        quotient obtained by dividing the Participant's account balance by the longer
        of
        the remaining life expectancy of the Participant or the remaining life
        expectancy of the Participant's designated beneficiary, determined as follows:
 (1)  The
        Participant's remaining life expectancy is calculated using the age of the
        Participant in the year of death, reduced by one for each subsequent year.
 (2)  If
        the
        Participant's surviving spouse is the Participant's sole designated beneficiary,
        the remaining life expectancy of the surviving spouse is calculated for each
        distribution calendar year after the year of the Participant's death using
        the
        surviving spouse's age as of the spouse's birthday in that year. For
        distribution calendar years after the year of the surviving spouse's death,
        the
        remaining life expectancy of the surviving spouse is calculated using the
        age of
        the surviving spouse as of the spouse's birthday in the calendar year of
        the
        spouse's death, reduced by one for each subsequent calendar year.
 (3)  If
        the
        Participant's surviving spouse is not the Participant's sole designated
        beneficiary, the designated beneficiary's remaining life expectancy is
        calculated using the age of the beneficiary in the year following the year
        of
        the Participant's death, reduced by one for each subsequent year.
 (b)  *No
        Designated Beneficiary* .
        If the
        Participant dies on or after the date distributions begin and there is no
        designated beneficiary as of September 30 of the year after the year of the
        Participant's death, the minimum amount that will be distributed for each
        distribution calendar year after the year of the Participant's death is the
        quotient obtained by dividing the Participant's account balance by the
        Participant's remaining life expectancy calculated using the age of the
        Participant in the year of death, reduced by one for each subsequent year.
 4.2  Death
        Before Date Distributions Begin .
 (a)  *Participant
        Survived by Designated Beneficiary* .
        If the
        Participant dies before the date distributions begin and there is a designated
        beneficiary, the minimum amount that will be distributed for each distribution
        calendar year after the year of the Participant's death is the quotient obtained
        by dividing the Participant's account balance by the remaining life expectancy
        of the Participant's designated beneficiary, determined as provided in section
        4.1.
 (b)  *No
        Designated Beneficiary* .
        If the
        Participant dies before the date distributions begin and there is no designated
        beneficiary as of September 30 of the year following the year of the
        Participant's death, distribution of the Participant's entire interest will
        be
        completed by December 31 of the calendar year containing the fifth anniversary
        of the Participant's death.
 (c)  *Death
        of Surviving Spouse Before Distributions to Surviving Spouse Are Required
        to
        Begin* .
        If the
        Participant dies before the date distributions begin, the Participant's
        surviving spouse is the Participant's sole designated beneficiary, and the
        surviving spouse dies before distributions are required to begin to the
        surviving spouse under section 2.2(a), this section 4.2 will apply as if
        the
        surviving spouse were the Participant.
  **Section
        5.**  **Definitions.**
  5.1  Designated
        beneficiary .
        The
        individual who is designated as the beneficiary under Section 7.3 of the
        Plan
        and is the designated beneficiary under section 401(a)(9) of the Code and
        section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
 5.2  Distribution
        calendar year .
        A
        calendar year for which a minimum distribution is required. For distributions
        beginning before the Participant's death, the first distribution calendar
        year
        is the calendar year immediately preceding the calendar year which contains
        the
        Participant's required beginning date. For distributions beginning after
        the
        Participant's death, the first distribution calendar year is the calendar
        year
        in which distributions are required to begin under section 2.2. The required
        minimum distribution for the Participant's first distribution calendar year
        will
        be made on or before the Participant's required beginning date. The required
        minimum distribution for other distribution calendar years, including the
        required minimum distribution for the distribution calendar year in which
        the
        Participant's required beginning date occurs, will be made on or before December
        31 of that distribution calendar year.
 5.3  Life
        expectancy .
        Life
        expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9
        of the Treasury regulations.
 5.4  Participant's
        account balance .
        The
        account balance as of the last valuation date in the calendar year immediately
        preceding the distribution calendar year (valuation calendar year) increased
        by
        the amount of any contributions made and allocated or forfeitures allocated
        to
        the account balance as of dates in the valuation calendar year after the
        valuation date and decreased by distributions made in the valuation calendar
        year after the valuation date. The account balance for the valuation calendar
        year includes any amounts rolled over or transferred to the Plan either in
        the
        valuation calendar year or in the distribution calendar year if distributed
        or
        transferred in the valuation calendar year.
 5.5  Required
        beginning date .
        The
        date specified in Section 7.7 of the Plan.