Exhibit 10(p)











PPL CORPORATION



INCENTIVE COMPENSATION PLAN



EFFECTIVE JANUARY 1, 1987













Amended and Restated Effective January 1, 2003

---





PPL CORPORATION



INCENTIVE COMPENSATION PLAN



EFFECTIVE JANUARY 1, 1987





TABLE OF CONTENTS



|        |                                            
|------- | -------------------------------------------
|Section |                                            
|        |                                            
|1       | Purpose                                    
|        |                                            
|        |                                            
|2       | Definitions                                
|        | (a)                                        
|        | (b)                                        
|        | (c)                                        
|        | (d)                                        
|        | (e)                                        
|        | (f)                                        
|        | (g)                                        
|        | (h)                                        
|        | (i)                                        
|        | (j)                                        
|        | (k)                                        
|        | (l)                                        
|        | (m)                                        
|        | (n)                                        
|        | (o)                                        
|        | (p)                                        
|        | (q)                                        
|        | (r)                                        
|        | (s)                                        
|        | (t)                                        
|        | (u)                                        
|        | (v)                                        
|        | (w)                                        
|        | (x)                                        
|        | (y)                                        
|        | (z)                                        
|        | (aa)                                       
|        | (bb)                                       
|        | (cc)                                       
|        | (dd)                                       
|        | (ee)                                       
|        |                                            
|3       | Effective Date and Duration                
|        |                                            
|        |                                            
|4       | Administration of the Plan                 
|        |                                            
|        |                                            
|5       | Grant of Awards and Limitation             
|        | of Number of Shares Awarded                
|        |                                            
|        |                                            
|6       | Eligibility                                
|        |                                            
|        |                                            
|7       | Restricted Stock and Restricted Stock Units
|        |                                            
|        |                                            
|8       | Stock Options                              
|        |                                            
|        |                                            
|9       | Amendment of the Plan                      
|        |                                            
|        |                                            
|10      | Miscellaneous Provisions                   
|        |                                            
|        |                                            
|11      | Other Stock-Based Awards                   



PPL CORPORATION



INCENTIVE COMPENSATION PLAN





SECTION 1. PURPOSE.



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

The Plan was originally adopted by PPL Electric Utilities Corporation,
  effective January 1, 1987, and at that time was named the Pennsylvania Power
  & Light Company Incentive Compensation Plan. Sponsorship of the Plan is
  now being assumed by PPL Corporation and the Plan is hereby renamed as the PPL
  Corporation Incentive Compensation Plan.





SECTION 2. DEFINITIONS.

The following definitions are applicable to the Plan:

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

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

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

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

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

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

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

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

(h) "Committee" means two or more non-employee
  directors, unless otherwise determined by the Board, who have been designated
  by the Board to act as the Committee and qualify as non-employee directors under
  the Exchange Act and outside directors under Section162(m) of the Code.

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

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

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

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

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

(n) "Exchange Act" means the Securities
  Exchange Act of 1934, as amended from time to time. Reference in this Plan to
  any section of the Exchange Act shall be deemed to include any amendments or
  successor provisions to such section and any rules promulgated thereunder.

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

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

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

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

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

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

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

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

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

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

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

(q) "Incentive Stock Option" means
  an incentive stock option within the meaning of Section 422 of the Code.

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

(s) "Other Stock-Based Award"means an award
  granted under Section 11.

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

(u) "Performance-Based Award" means an Other
  Stock-Based Award granted under Section 11.

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

(w) "Plan" means the PPL Corporation
  Incentive Compensation Plan, as amended and restated.

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

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

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

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

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

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

(dd) "Retirement" means

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

(ii) for all other Participants, termination of employment
        with PPL Corporation and all of its Affiliated Companies after (a) attaining
        age 65, or (b) after attaining age 50, if the Committee, in its sole discretion
        determines that such termination constitutes "Retirement" for
        purposes of this Plan.

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



SECTION 3. EFFECTIVE DATE AND DURATION.

Upon the approval of the predecessor plan by the holders of
  a majority of the shares of 41/2% Preferred Stock, Series Preferred Stock, Preference
  Stock and Common Stock of PPL present (either in person or by proxy) at the
  1987 Annual Meeting of shareowners, the predecessor plan became effective on
  January 1, 1987. This Plan was amended and restated effective as of January
  1, 1999 upon the approval of the Plan by the holders of a majority of the shares
  of PPL Corporation Common Stock present (either in person or by proxy) at the
  1999 Annual Meeting of Shareowners. Awards of Incentive Stock Options may be
  made under the Plan for a period of ten years after January 1, 1999. This Plan
  shall continue in effect until all matters relating to the payment of Awards
  and the administration of the Plan have been settled. The Plan was amended and
  restated effective February 14, 2000 to recognize the change in corporate names
  of PPL Corporation and PPL Electric Utilities Corporation.





SECTION 4. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Committee. The Committee
  shall have full power and authority to make Awards to Eligible Employees pursuant
  to the provisions of the Plan, to interpret the provisions of the Plan and to
  supervise the administration of the Plan and to delegate any of the foregoing
  responsibilities to any Person, who, in its sole discretion, it deems appropriate,
  provided such delegation is consistent with the requirements of Section 162(m)
  of the Internal Revenue Code, if applicable. Such person or persons shall be
  referred to as the "Administrator" herein.

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





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



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





SECTION 6. ELIGIBILITY.

A. Covered Employees. Officers and other key employees of PPL
  Corporation or an Affiliated Company (including officers or employees who are
  members of the Board or the Board of Directors of PPL Corporation and/or any
  Affiliated Company, but excluding directors who are not officers or employees).

B. Selection of Participants. Subject to the provisions of
  the Plan, the Committee shall from time to time select from the Eligible Employees
  those to whom Awards shall be granted and determine the amount of such Award.
  No officer or employee of PPL Corporation or an Affiliated Company shall have
  any right to be granted an Award under the Plan.





SECTION 7. RESTRICTED STOCK.

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

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

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

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

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

Notwithstanding the other provisions of this Section 7: (i)
  in the event of a Change in Control, the Restriction Periods on all Restricted
  Stock or Restricted Stock Units Awards previously granted shall lapse and; (ii)
  apart from a Change in Control, the Committee is also authorized, in its sole
  discretion to accelerate the time at which any or all of the restrictions on
  all or any part of a Restricted Stock or Restricted Stock Units Award shall
  lapse or to remove any or all of such restrictions whenever the Committee may
  decide that changes in tax or other laws or other circumstances arising after
  the granting of a Restricted Stock or Restricted Stock Units Award make such
  action appropriate; provided, however, that no acceleration or removal of restrictions
  pursuant to this clause (ii) shall result in payout of Common Stock to the Participant
  less than six months after the Date of Grant, except pursuant to Section 7C
  below upon the Termination, death, Disability or Retirement of the Participant.
  The Committee may, in its discretion, authorize a deferral of stock award gains
  program which covers any Restricted Stock Units prior to the end of the Restriction
  Period or any unexercised Options. If the Committee does so authorize such a
  program, a Participant may defer receipt of Common Stock as permitted under
  that program.

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

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

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

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

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

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

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

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

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

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





SECTION 8. STOCK OPTIONS.

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

B. Notification of the Grant of an Option. Each Option
  granted under the Plan shall be evidenced by a Notification of the Grant of
  an Option ("Notification"). The Notification shall contain such provisions
  as determined by the Committee, which may include, without limitation, provisions
  to qualify Incentive Stock Options as such under Section 422 of the Code; provided,
  however, that each Notification must at a minimum include the following terms
  and conditions: (i) that the Options are exercisable either in whole or in part,
  with a partial exercise not affecting the exercisability of the balance of the
  Option; (ii) every share of Common Stock purchased through the exercise of an
  Option shall be paid for in full at the time of the exercise; (iii) each Option
  shall cease to be exercisable, as to any share of Common Stock, upon the first
  to occur of (a) the Participant's purchase of the Common Stock to which the
  Option relates; or (b) the lapse of the Option; and (iv) unless authorized by
  the Committee, Options shall not be transferable by the Participant except by
  will or the laws of descent and distribution and shall be exercisable during
  the Participant's lifetime only by the Participant or by the Participant's guardian
  or legal representative.

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

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

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

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

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

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

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

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

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

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

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

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

(c) the applicable date below:

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

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

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

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

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

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

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

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

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

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

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

K. Early Disposition of Common Stock. If a Participant
  shall dispose of any shares of Common Stock purchased pursuant to an Incentive
  Stock Option within one year from the date the shares were acquired or within
  two years from the Date of Grant of the Option under which such shares of Common
  Stock were purchased, then, to provide PPL Corporation with the opportunity
  to claim the benefit of any income tax deduction which may be available to it
  under the circumstances, the Participant shall within ten days of such disposition
  notify PPL Corporation of the dates of acquisition and disposition of such shares
  of Common Stock, the number of shares so disposed and the consideration, if
  any, received therefor.

L. Individual Dollar Limitations. In the case of an
  Incentive Stock Option, the aggregate fair market value (determined at the time
  such Option is granted) of the Common Stock with respect to which an Incentive
  Stock Option is exercisable for the first time by an Eligible Employee during
  any calendar year (whether under this Plan or another plan or arrangement of
  PPL Corporation or an Affiliated Company) shall not exceed $100,000 (or such
  other limit as may be in effect under the Code on the date of exercise).

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





SECTION 9. AMENDMENT OF THE PLAN.

The Committee may at any time and from time to time alter,
  amend, suspend or terminate the Plan in whole or in part, except: (i) no such
  action may be taken without approval by the shareowners of PPL Corporation which
  materially increases the benefits accruing to Participants pursuant to the Plan,
  increases the number of shares of Common Stock which may be issued pursuant
  to the Plan (except as provided in Section 10G) or materially modifies the requirements
  as to eligibility for participation in the Plan; and (ii) no such action may
  be taken without the consent of the Participant to whom any Award shall previously
  have been granted, which adversely affects the rights of such Participant concerning
  such Award, except as such termination or amendment of the Plan is required
  by statute, or rules and regulations promulgated thereunder.





SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

C. Tax Withholding. Whenever under the Plan Common Stock
  is to be delivered pursuant to an Award, PPL Corporation may require as a condition
  of delivery that Participant remit an amount sufficient to satisfy all federal,
  state and local tax withholding requirements related thereto. In addition, PPL
  Corporation may deduct from any salary or other payment due to such Participant,
  an amount sufficient to satisfy all federal, state and local tax withholding
  requirements related to the delivery of Common Stock under the Plan. Without
  limiting the generality of the foregoing, Participant may elect to satisfy all
  or part of the foregoing withholding requirements by delivery of unrestricted
  shares of Common Stock owned by Participant for at least six months (or such
  other period as PPL Corporation may determine), having a Fair Market Value (determined
  as of the date of such delivery by Participant) equal to all or part of the
  amounts to be so withheld. As a condition of accepting such delivery, PPL Corporation
  may require Participant to furnish an opinion of counsel acceptable to PPL Corporation
  to the effect that such delivery will not result in Participant incurring any
  liability under Section 16(b) of the Exchange Act. Alternatively, PPL Corporation
  may permit any such delivery to be made by withholding shares of Common Stock
  from the shares otherwise issuable pursuant to the Award giving rise to the
  tax withholding obligation (in which event the shares shall be valued at their
  Fair Market Value on the date when the withholding taxes are otherwise due).

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

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

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

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

H. New York Stock Exchange Requirements. In accordance
  with the requirements of the New York Stock Exchange (the "NYSE") for the listing
  of newly issued shares of Common Stock subject to Awards, the Committee may
  not grant Awards under the Plan to the extent that the aggregate number of shares
  subject to Awards granted after approval of the Plan at the 1999 Annual Meeting
  of shareowners of PPL Corporation would exceed 5% of the outstanding Common
  Stock of PPL Corporation on the date of such Annual Meeting, unless the issuance
  of the shares of Common Stock subject to any such additional Awards has been
  approved by the shareowners of PPL Corporation to the extent required by the
  rules of the NYSE.

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

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

K. Relationship to Other Benefits. The value of Awards
  hereunder and dividends paid on the Common Stock during the Restriction Period,
  will be considered earnings for purposes of PPL's Supplemental Executive Retirement
  Plan to the extent provided for therein. Otherwise, Awards under the Plan shall
  not be taken into account in determining any benefits under any pension, retirement,
  profit sharing, disability or group insurance plan of PPL Corporation or any
  Affiliated Company except as may be required by federal tax law and regulation
  or to meet other applicable legal requirements.

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

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





SECTION 11. OTHER STOCK-BASED AWARDS

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

(b) Performance-Based Awards. Notwithstanding anything
  to the contrary herein, certain Other Stock-Based Awards granted under this
  Section 11 may be granted in a manner which is deductible by PPL Corporation
  under Section 162(m) of the Code (or any successor section thereto)("Performance-Based
  Awards"). A Participant's Performance-Based Award shall be determined based
  on the attainment of written performance goals approved by the Committee for
  a performance period established by the Committee (i) while the outcome for
  that performance period is substantially uncertain and (ii) no more than 90
  days after the commencement of the performance period to which the performance
  goal relates or, if less, the number of days which is equal to 25 percent of
  the relevant performance period. The performance goals, which must be objective,
  shall be based upon one or more of the following criteria: (i) earnings before
  or after taxes (including earnings before interest, taxes, depreciation and
  amortization); (ii) net income; (iii) operating income; (iv) earnings per share;
  (v) book value per share; (vi) return on stockholders' equity; (vii) expense
  management; (viii) return on investment before or after the cost of capital;
  (ix) improvements in capital structure; (x) profitability of an identifiable
  business unit or product; (xi) maintenance or improvement of profit margins;
  (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs;
  (xvi) cash flow; (xvii) working capital; (xviii) changes in net assets (whether
  or not multiplied by a constant percentage intended to represent the cost of
  capital); (xix) return on assets; and (xx) independent industry ratings or assessments.
  The foregoing criteria may relate to PPL Corporation, one or more of its subsidiaries
  or one or more of its divisions, units, minority investments, partnerships,
  joint ventures, product lines or products or any combination of the foregoing,
  and may be applied on an absolute basis and/or be relative to one or more peer
  group companies or indices, or any combination thereof, all as the Committee
  shall determine. In addition, to the degree consistent with Section 162(m) of
  the Code (or any successor section thereto), the performance goals may be calculated
  without regard to extraordinary items or accounting changes. The maximum amount
  of a Performance-Based Award to any Participant with respect to a fiscal year
  of PPL Corporation shall be 1.5 million shares; provided that any portion of
  such maximum number of shares that has not been granted may be carried over
  and used in any subsequent year. The Committee shall determine whether, with
  respect to a performance period, the applicable performance goals have been
  met with respect to a given Participant and, if they have, to so certify and
  ascertain the amount of the applicable Performance-Based Award. No Performance-Based
  Awards will be paid for such performance period until such certification is
  made by the Committee. The amount of the Performance-Based Award determined
  by the Committee for a performance period shall be paid to the Participant at
  such time as determined by the Committee in its sole discretion after the end
  of such performance period; provided, however, that a Participant may,
  if and to the extent permitted by the Committee and consistent with the provisions
  of Section 162(m) of the Code, elect to defer payment of a Performance-Based
  Award.

Executed this 20th day of February, 2003.



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