Exhibit 4(a)-5



AMENDMENT NO. 4



TO



PPL EMPLOYEE STOCK OWNERSHIP PLAN



WHEREAS, PPL Services Corporation
  ("PPL") has adopted the PPL Employee Stock Ownership Plan ("Plan") effective
  July 1, 2000, on behalf of various affiliated companies; and

WHEREAS, the Plan was amended
  and restated effective January 1, 2000, and subsequently amended by Amendment
  No. 1, 2 and 3; and

WHEREAS, the Company desires
  to further amend the Plan;

NOW, THEREFORE, the Plan is hereby
  amended as follows:

I.     Effective
  April 11, 2003, Appendix A and Schedule A are amended to read as follows:





Appendix A



Participating Company



| | Name |                                        | Effective Date    
| | ---- | -------------------------------------- | ------------------
| | 1.   | PPL Services Corporation               | July 1, 2000      
| | 2.   | PPL Electric Utilities Corporation     | January 1, 1975   
| | 3.   | PPL EnergyPlus, LLC                    | July 14, 1998     
| | 4.   | PPL Generation, LLC                    | July 1, 2000      
| | 5.   | PPL Brunner Island, LLC                | July 1, 2000      
| | 6.   | PPL Holtwood, LLC                      | July 1, 2000      
| | 7.   | PPL Martins Creek, LLC                 | July 1, 2000      
| | 8.   | PPL Montour, LLC                       | July 1, 2000      
| | 9.   | PPL Susquehanna, LLC                   | July 1, 2000      
| | 10.  | PPLSolutions, LLC                      | January 1, 2002   
| | 11.  | PPL Telcom, LLC                        | February 5, 2001  
| | 12.  | Lower Mount Bethel Energy,
        LLC | September 30, 2002
| | 13.  | PPL Edgewood Energy, LLC               | April 1, 2003     
| | 14.  | PPL Maine, LLC                         | April 1, 2003     
| | 15.  | PPL Wallingford Energy, LLC            | April 1, 2003     





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)
  and PPL Wallingford Energy, LLC; (effective 4/1/03);



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.



II.     Except
  as provided for in this Amendment No. 4, all other provisions of the Plan shall
  remain in full force and effect.

IN WITNESS WHEREOF, this Amendment
  No. 4 is executed this _____ day of ________________, 2003.



| | PPL SERVICES CORPORATION                                                                                 
| | ---------------------------------------------------------------------------------------------------------
| |                                                                                                          
| | By:_______________________________
            Ronald Schwarz 
            Vice President-Human Resources