Exhibit 10(u)



Agreement



Supplemental Pension Benefit - 
  James H. Miller

PPL Services Corporation ("PPL") hereby agrees to provide the
  following retirement benefit (the "Supplemental Pension Benefit") to James H.
  Miller (the "Executive") as an inducement for Executive to remain in the employ
  of PPL or its affiliates:

1. PPL, and any PPL affiliated company that agrees to assume
  a liability of a benefit under this Agreement, hereby agrees to pay a Supplemental
  Pension Benefit calculated as a monthly benefit equal to the difference between
  (a) the actual benefit payable to Executive at the time of his retirement under
  the PPL Supplemental Executive Retirement Plan ("PPL SERP") and (b) a monthly
  benefit calculated using the same benefit formula but crediting Executive with
  30 Years of Service as defined in Article II of the PPL SERP.

2. The Supplemental Pension Benefit payable hereunder shall
  be paid under the same terms and the same form of benefit as the PPL SERP benefit.

3. No Supplemental Pension Benefit shall be payable hereunder
  unless the Executive remains in continuous employment with PPL or any PPL affiliated
  companies until October 1, 2008. Should Executive's employment with PPL and
  all PPL affiliated companies terminate for any reason, whether voluntarily or
  involuntarily, including resignation or retirement, prior to October 1, 2008,
  the Supplemental Pension Benefit will be forfeited immediately. The only exception
  to this requirement shall be in the case of death or disability, as provided
  below.

4. In the event of the Executive's death or disability, as
  defined in the PPL SERP, prior to October 1, 2008, the Supplemental Pension
  Benefit hereunder shall be paid in the same form and under the same terms and
  conditions as the death or disability benefit payable under the PPL SERP, but
  prorated by multiplying the Supplemental Pension Benefit payable on death or
  disability by a fraction, the numerator of which will be the years of actual
  service of the Executive until the date of death or disability, and the denominator
  of which will be the number of years of service the Executive would have had
  if the Executive had remained in active employment with PPL and its affiliated
  companies through to October 1, 2008.

5. Under all other circumstances not expressly set forth above,
  payment of the Supplemental Pension Benefit under this Agreement shall parallel
  the timing, terms, and conditions of the benefit provided to the Executive under
  the PPL SERP as closely as possible, in order to effectuate the intent to supplement
  the SERP benefit.

6. This Agreement is entered
  into as of the 15th day of January 2003. It incorporates the entire agreement
  between the parties with respect to any supplemental pension benefits payable
  to Executive that is not provided by the terms of any PPL employee benefit plan
  applicable to executives of PPL generally, provided that the terms of the Executive's
  offer of employment concerning an additional five (5) years of Credited Service
  under the PPL SERP shall not be affected by this agreement. This Agreement may
  be amended only by written agreement executed by both parties.

|/s/ James H. MillerJames H. Miller | /s/ Ronald SchwarzRonald Schwarz
      Vice President-Human Resources
      PPL Services Corporation
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