**Exhibit 10(p)-2**
**AMENDMENT NO. 1**
**TO**

**PPL CORPORATION**

**INCENTIVE COMPENSATION PLAN**

WHEREAS, PPL Corporation ("PPL") has adopted the PPL Corporation Incentive  Compensation Plan ("Plan") effective January 1, 1987; and

WHEREAS, the Plan was amended and restated effective February 14, 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 are amended to read:

**SECTION 2. DEFINITIONS.**
****(e) **"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.

**(t) **"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. 1, all other provisions of  the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment No. 1 is executed this ____ day of _____________,  2001.

PPL CORPORATION

 

By:_______________________________

 Charles P. Pinto

 Vice President-Human Resources**