Exhibit 10(o)-3

AMENDMENT NO. 2

TO

PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, PPL Services Corporation ("PPL") adopted the PPL Supplemental
  Executive Retirement Plan (the "Plan"), effective July 1, 2000, for certain
  of its employees; and

WHEREAS, the Plan was amended and restated effective July 1,
  2000; and

WHEREAS, PPL desires to further amend the Plan;

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

I.Effective January 1, 2001 the following sections of Article
  2 are amended to read:



2.Definitions.

(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.

(q)"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.

II.Except as provided for in this Amendment No. 2, all other
  provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment No. 2 is executed this ____
  day of _________________________, 2001.

PPL SERVICES CORPORATION





By:_______________________________

Charles P. Pinto

Vice President-Human Resources