Exhibit 10(hh)



PPL Electric Utilities CorporationNamed Executive Officer Compensation Matters

Named Executive Officer Base Salaries

On January 27, 2005, the Compensation and Corporate
  Governance Committee ("C&CGC") of the Board of Directors of PPL Corporation
  approved the annual base salary (effective as of January 1, 2005) of PPL Electric
  Utilities Corporation's ("PPL Electric") President, after a review of performance
  and competitive market data. The base salaries for each of the Vice President
  and Controller and the Treasurer were approved by PPL Corporation's Corporate
  Leadership Council ("CLC") on February 22, 2005, after a review of performance
  and competitive market data. All three officers are considered "named executive
  officers" (as defined in Item 402(a)(3) of Regulation S-K). The following table
  sets forth the annual base salary levels of PPL Electric's named executive officers
  for 2005 and 2004:



|Name and Position                                     | Year              | Salary ($)             
|----------------------------------------------------- | ----------------- | -----------------------
|John F. Sipics
           President                   | 2005
        2004 | 325,000
        290,000
|Paul A. Farr
           Vice President and Controller | 2005
        2004 | 286,202
        270,000
|James E. Abel
           Treasurer                    | 2005
        2004 | 250,773
        243,469

Named Executive Officer Short-term Incentive Cash Awards
  for 2004 Performance

On January 27, 2005, the C&CGC authorized an annual
  incentive cash (i.e., bonus) award to the President for 2004 performance, and
  CLC authorized annual incentive cash awards to the Vice President and Controller
  and the Treasurer for 2004 performance on February 22, 2005.
  The incentive cash awards were made to these executive officers for the achievement
  of specific, independent goals established and measured by the C&CGC and
  the CLC. For 2004, the following award targets as a percentage of base salary
  were established for each named executive officer: President-50% and Vice President
  and Controller and Treasurer-40%. The annual incentive cash awards were made
  by applying these target percentages to the percentage of goal attainment as
  determined by the C&CGC and the CLC. The goal categories for 2004 for Mr.
  Sipics included specific financial and operational measures for PPL Corporation
  and key subsidiaries, including specific operational goals for PPL Electric.
  The weightings for each of these categories are allocated 40% to PPL Corporation's
  earnings per share and enhanced shareowner value, 40% to the financial and operational
  performance of PPL Electric and 20% to certain operating subsidiaries of PPL
  Corporation. In the case of Messrs. Farr and Abel, the goal categories for 2004
  included specific financial and operational measures for PPL Corporation and
  key subsidiaries, and also consideration of individual performance. The weightings
  for each of these categories are allocated 40% to PPL Corporation's earnings
  per share and enhanced shareowner value, 40% to the financial and operational
  performance of certain operating subsidiaries and 20% to individual performance.
  Included in the operating goals for all named executive officers were specific
  requirements tied to compliance with the Sarbanes-Oxley Act of 2002.

The following table sets forth the annual incentive
  cash awards for the named executive officers based on 2004 performance.



|Name
        and Position                             | Bonus
        ($)  
|----------------------------------------------------- | -------------------
|John F. Sipics
           President                   | 169,100
        (1)
|Paul A. Farr
           Vice President and Controller | 163,500 (1)        
|James E. Abel
           Treasurer                    | 112,100            

|(1) |  | Includes $118,370 and $81,750
        that Messrs. Sipics and Farr, respectively, exchanged for restricted stock
        units under the terms of PPL Corporation's Cash Incentive Premium Exchange
        Program.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Named Executive Officer Long-term Incentive Equity
  Awards

On January 27, 2005, the C&CGC authorized grants
  to PPL Electric's named executive officers of long-term incentive equity awards
  pursuant to PPL Corporation's Incentive Compensation Plan. These grants consisted
  of restricted stock units and stock option awards. The grants of restricted
  stock units with a three-year restriction period were based on the achievement
  of two components established by the C&CGC in 2004 and measured by the committee
  in January 2005: (i) sustained financial and operational results and (ii) specific
  strategic objectives designed to enable PPL Corporation to continue to provide
  value to its shareholders. Sustained financial and operational achievement was
  determined by averaging the most recent three years of annual performance measures
  used for the annual cash awards. Strategic objectives were related to increasing
  shareowner value through implementation of certain long-term corporate initiatives,
  including actions to influence the evolution of government policies toward more
  competitive markets, develop an internal corporate structure to optimize PPL
  Corporation's wholesale hedging strategy, develop and retain management skills,
  and establish the financial profile necessary to optimize growth opportunities
  when the wholesale electricity markets strengthen.

For 2004, the following long-term incentive equity
  award targets as a percentage of base salary were established for each named
  executive officer:



|Long-term
        Incentive Program | Restricted
        Stock Units                      | Stock
        Options              
|----------------------------------- | --------------------------------------------------- | -----------------------------------
|(Targets
        as % of Salary)   
|Name
        and Position           | Sustained
        Financial and Operational Results | Strategic
        Objective Results
|President                           | 40%                                                 | 40%                                
|Vice President and Controller       | 40%                                                 | 40%                                
|Treasurer                           | 26.25%                                              | 26.25%                             



The following table sets forth these long-term incentive
  equity awards made in January 2005 to the named executive officers:



|Name
        and Position                           | Restricted 
        Stock Units 
        (1) | Stock Options
        (2)
|--------------------------------------------------- | -------------------------------------------- | -------------------------
|John F. Sipics-
        President                   | 7,640
        (3)                            | 27,380                   
|Paul A. Farr-
        Vice President and Controller | 6,350
        (4)                            | 25,490                   
|James E. Abel-
        Treasurer                    | 2,490                                        | 15,090                   



|(1) |  | The number of restricted
        stock units awarded are equivalent to the dollar value (based upon the
        closing price per share of PPL Corporation's common stock on the date
        of grant) of the percentage applied to base pay in effect at the end of
        2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | The exercise price of the
        stock option awards is $53.32. The stock options vest over a three-year
        period from the date of grant in equal installments and expire no later
        than January 27, 2015.                                                           
|(3) |  | Includes 3,110 restricted
        stock units granted to Mr. Sipics pursuant to the terms of PPL Corporation's
        Cash Incentive Premium Exchange Program.                                                                                                                    
|(4) |  | Includes 2,140 restricted
        stock units granted to Mr. Farr pursuant to the terms of PPL Corporation's
        Cash Incentive Premium Exchange Program.                                                                                                                      

Additional information for this item will be set forth in
  the sections entitled "Compensation of Directors" and "Summary Compensation Table,"
  "Compensation Report of the Board of Directors" in PPL Electric's 2005 Notice
  of Annual Meeting and Information Statement, which will be filed with the Securities
  and Exchange Commission not later than 120 days after December 31, 2004,
  and which information is incorporated herein by reference.