Exhibit 4(a)-3



AMENDMENT NO. 2

TO
PPL EMPLOYEE STOCK OWNERSHIP PLAN



WHEREAS, PPL Electric Utilities Corporation has adopted the
  PPL Employee Stock Ownership Plan ("Plan") effective January 1, 1975; and

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

WHEREAS, the Company desires to further amend the Plan;

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

I.  Effective July 1, 2000, the WHEREAS clause
  and Article 2 are amended as follows:

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

NOW, THEREFORE, effective July 1, 2000, except as may be provided
  to the contrary herein, the PPL Employee Stock Ownership Plan is amended as
  hereinafter set forth:

2.7  "Deferred Savings Plan" shall mean the
  PPL Deferred Savings Plan.

2.22  "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.

2.26  "PPL" shall mean PPL Services Corporation
  and its successors. Prior to February 14, 2000, "PPL" shall mean PP&L,
  Inc.

II.  Except for the addition of PPL Telcom,
  LLC, effective February 5, 2001, and PPLSolutions, LLC, effective January 1,
  2002, Appendix A is added effective July 1, 2000 to read:

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



III.  Except for the addition of PPL Telcom, LLC,
  effective February 5, 2001, and PPLSolutions, LLC, effective January 1, 2002,
  Schedule A is amended to read:

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) and PPLSolutions,
          LLC (effective 1/1/02);



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.

IV.Effective January 1, 2002, Schedule B is added to read:



SCHEDULE B
  PROVISIONS RELATING TO ECONOMIC GROWTH ANDTAX RELIEF RECONCILIATION ACT OF 2001



B.1  Introduction.

(a)  The inclusion of Sections B.1 through B.4 of this
            Schedule B in the Plan are intended to reflect certain provisions
            of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").
            The provisions contained herein are intended to constitute good faith
            compliance with the requirements of EGTRRA and are to be construed
            in accordance with EGTRRA and guidance issued thereunder. Except as
            otherwise provided, these provisions shall be effective beginning

(b)  The inclusion of the remaining Sections of this
  Schedule are intended to reflect additional statutory and regulatory changes.
  Each such Section shall be effective as of the date provided therein.

(c)  The provisions contained within this Schedule
  B shall supersede the provisions of the Plan to the extent those provisions
  are inconsistent with the provisions of this Schedule B. Any term used herein
  without an initial capital letter shall have the definition given elsewhere
  in this Plan document or if none, shall have the meaning used in a provision
  of the Code to the extent such meaning is necessary for the Plan to comply with
  section 401(a) of the Code.

B.2  Modification Of Top Heavy Rules.

(a)  This Section shall apply for purposes of determining
  whether the Plan is a Top Heavy Plan under section 416(g) of the Code for Plan
  Years beginning after December 31, 2001, and whether the Plan satisfies the
  minimum benefits requirements of section 416(c) of the Code for such years.
  This Section amends Article XI of the Plan.

(b)  (1) Key Employee means 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.

(2) The following Subparagraphs
  (A) and (B) shall apply for purposes of determining the present values of accrued
  benefits and the Accounts of Employees as of the Determination Date.

(A)  The present values of accrued benefits and
  the Accounts of an Employee as of the Determination Date shall be increased
  by the distributions made with respect to the Employee under the Plan and any
  plan aggregated with the Plan under section 416(g)(2) of the Code 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, this provision shall be applied by substituting
  "5-year period" for "1-year period."

(B)  The accrued benefits and Accounts of any individual
  who has not performed services for the employer during the 1-year period ending
  on the Determination Date shall not be taken into account.

(c)  Matching 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 Matching Contributions under the Plan or, if the Plan provides that
  the minimum contribution requirement shall be met in another plan, such other
  plan. Matching Contributions that are used to satisfy the minimum contribution
  requirements shall be treated as Matching Contributions for purposes of the
  actual contribution percentage test and other requirements of section 401(m)
  of the Code.

B.3  Direct
  Rollovers of Plan Distributions.

(a)  This Section shall apply to distributions made
  after December 31, 2001.

(b)  For purposes of the direct rollover provisions
  Section 7.10 of the Plan, a Participant or an alternate payee under a qualified
  domestic relations order who is the Spouse or former Spouse of a Participant,
  entitled to receive a distribution from the Plan, may also elect to have the
  Trustee transfer all or a portion of the amount to be distributed directly to
  an annuity contract described in section 403(b) of the Code and an eligible
  plan under section 457(b) of the Code that 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. In the case of a distribution made after December
  31, 2001, to a surviving Spouse, such surviving Spouse may elect to have the
  Trustee transfer all or a portion of the amount directly to any of the plans
  described in Section 7.7(a)(1) through (4).

B.4  Dividends on Stock. Effective for dividends
  paid by PPL Corporation in 2001 and thereafter, any cash dividends paid with
  respect to shares of Stock allocated to Participants' Accounts will be, as determined
  by PPL, (1) paid by PPL directly in cash to the Participants for whose benefit
  such Stock is held under the Plan (or paid to the Plan and distributed in cash
  to Participants not later than 90 days after the close of the Plan Year in which
  the dividend is paid to the Plan), (2) paid to the Plan and retained by the
  Trustee for credit to Participants' cash sub-accounts as of the Valuation Date
  immediately following receipt by the Trustee, or (3) at the election of each
  Participant who has cash dividends payable with respect to shares of Stock allocated
  to his Account, (A) paid in cash to the Participant as provided in Clause (1),
  or (B) paid to the Plan and retained by the Trustee for credit to the Participant's
  cash sub-account as provided in Clause (2). Any election under Clause (3) shall
  be in the form and manner prescribed by the Employee Benefit Plan Board.

B.5  Minimum Distribution Requirements. The
  provisions set forth in the attached Schedule of Minimum Distribution Requirements
  shall apply pursuant to its terms.

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.



V.  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 8th
  day of October, 2002.

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