Exhibit 10(s)





PPL



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN











Amended and RestatedEffective as of July 1, 2003

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PPL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANAMENDED AND RESTATED EFFECTIVE JULY 1, 2003

TABLE OF CONTENTS

|ARTICLE |     | PAGE                                      
|------- | --- | ------------------------------------------
|1.      |     | Purpose                                   
|2.      |     | Definitions                               
|        | (a) | Actuarial Equivalent                      
|        | (b) | Affiliated Company or Affiliated Companies
|        | (c) | Board of Directors                        
|        | (d) | PPL                                       
|        | (e) | Benefits                                  
|        | (f) | Cause                                     
|        | (g) | CLC                                       
|        | (h) | Early Retirement Reduction Factor         
|        | (i) | Participant                               
|        | (j) | Participating Company                     
|        | (k) | Plan                                      
|        | (l) | PPL Corporation                           
|        | (m) | Retiree                                   
|        | (n) | Retirement                                
|        | (o) | Retirement Plan                           
|        | (p) | Supplemental Final Average Earnings       
|        | (q) | Terminated Vested Participant             
|        | (r) | Termination of Employment                 
|        | (s) | Years of Service                          
|        | (t) | Year(s) of Vesting Services               
|3.      |     | Benefit Eligibility                       
|4.      |     | Amount of Benefit                         
|5.      |     | Time of Payment                           
|6.      |     | Method of Payment                         
|7.      |     | Preretirement Surviving Spouse Benefit    
|8.      |     | Administration                            
|9.      |     | Miscellaneous                             
|10.     |     | Termination or Amendment                  
|11.     |     | Effective Date                            
|        |     |                                           
|        |     | Appendix A                                



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PPLSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



WHEREAS, PPL Electric Utilities Corporation adopted the PPL
  Supplemental Executive Retirement Plan (the "Plan"), effective July 1, 1985,
  as amended and restated from time to time, for certain of its employees;

WHEREAS, PPL Electric Utilities Corporation withdrew as Plan
  Sponsor, and PPL Services Corporation ("PPL") accepted and assumed the duties
  of Plan Sponsor, effective July 1, 2000; and

WHEREAS, PPL desires at this time to amend and restate the
  Plan;

NOW, THEREFORE, effective as of July 1, 2003, the Plan is continued,
  amended and restated as hereinafter set forth:

ARTICLE I
  PURPOSE

1.Purpose. The purpose of this Supplemental Executive
  Retirement Plan is to provide certain officers and key executives of PPL and
  Participating Companies with appropriate levels of retirement income so that
  total retirement income for such employees is competitive with other employers,
  to facilitate smooth and orderly transitions from key positions, and to attract
  and retain seasoned, mid-career executives.

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ARTICLE II
  DEFINITIONS

2.Definitions.

The following terms shall have the same definitions as they
  are given in the PPL Retirement Plan:

(a)Actuarial Equivalent.

(b)Affiliated Company or Affiliated Companies.

(c)Board of Directors (herein referred to as "Board").

(d)PPL.

The following terms shall have the following definitions under
  this PPL Supplemental Executive Retirement Plan:

(e)"Benefit" means the Benefit payable under this Plan
  calculated under Article 4.

(f)"Cause" for Participant's Termination of Employment
  by PPL or an Affiliated Company means

(1)the willful and continued failure by Participant to substantially
  perform Participant's duties with PPL or an Affiliated Company (other than any
  such failure resulting from Participant's incapacity due to physical or mental
  illness or, if applicable, any such actual or anticipated failure after the
  issuance of any "Notice of Termination for Good Reason" by the Participant
  pursuant to any severance agreement between Participant and PPL or an Affiliated
  Company) after a written demand for substantial performance is delivered to
  Participant by the Board, which demand specifically identifies the manner in
  which the Board believes that Participant has not substantially performed Participant's
  duties, or

(2)the willful engaging by Participant in conduct which is
  demonstrably and materially injurious to PPL or an Affiliated Company, monetarily
  or otherwise.

(3)For purposes of Subsections (1) and (2) of this definition,
  (A) no act, or failure to act, on Participant's part shall be deemed "willful"
  unless done, or omitted to be done, by Participant not in good faith and without
  reasonable belief that Participant's act, or failure to act, was in the best
  interest of PPL or the Affiliated Company, and (B) in the event of a dispute
  concerning the application of this provision, no claim by PPL or an Affiliated
  Company that Cause exists shall be given effect unless PPL or the Affiliated
  Company establishes to the Board by clear and convincing evidence that Cause
  exists.

(g)"CLC" shall mean the Corporate Leadership Council
  of PPL Corporation.

(h)"Early Retirement Reduction Factor" means the percentage
  that appears adjacent to the Participant's age below determined under the appropriate
  column.

(1)Column (1) shall apply to any Retiree.

(2)Column (2) shall apply to any Terminated Vested Participant.



|              | Percentage of Benefit Received
|------------- | ------------------------------
|              | (1)                           
|              |                               
|Age When      |                               
|Benefits      |                               
|Start         | Retiree                       
|              |                               
|60            | 100                           
|59            | 95                            
|58            | 90                            
|57            | 85                            
|56            | 80                            
|55            | 75                            
|54            | 70                            
|53            | 65                            
|52            | 60                            
|51            | 55                            
|50            | 50                            
|49 or younger | N/A                           

(i)"Participant" means

(1)any elected officer or other key employee of PPL or of a
  Participating Company who is designated as eligible in a resolution adopted
  by the board of directors of such Participating Company and is approved for
  participation in this Plan by the CLC.

(2)any individual formerly described in Paragraph (1) who has
  not yet had a Termination of Employment, or any individual formerly described
  in Paragraph (1) who has had a Termination of Employment and is entitled to
  receive benefits under Article 3 of this Plan. All Participants of this Plan
  are listed in Appendix A.

(j)"Participating Company" means PPL
  Services Corporation, PPL Electric Utilities Corporation (prior to February 14,
  2000, PP&L, Inc.), PPL EnergyPlus, LLC (prior to February 14, 2000, PP&L
  EnergyPlus Co., LLC), PPL Global, LLC, PPL Montana, LLC and each other Affiliated
  Company that is designated by the CLC to adopt this Plan by action of its board
  of directors or managers.

(k)"Plan" means this Supplemental Executive Retirement
  Plan, as amended from time to time.

(l)"PPL Corporation" means PPL Corporation
  (prior to February 14, 2000, PP&L Resources, Inc.).

(m)"Retiree" means a Participant who has a
  Termination of Employment after:

(1)attaining age 55 and completing at least 10 Years of Service,
  or

(2)attaining age 60, or

(3)attaining age 50, completing at least 10 Years of Service,
  and whom the CLC, unless the Participant is a member of the CLC, in its sole
  discretion, determines is entitled to an immediately payable Benefit. A Participant
  who is a member of the CLC who seeks to be a Retiree by reason of attaining
  age 50 and completing at least 10 Years of Service must be approved by the Compensation
  and Corporate Governance Committee of the Board of Directors of PPL Corporation.

(n)"Retirement" shall be deemed the reason
  for a Participant's Termination of Employment if such employment is terminated
  in accordance with PPL's or an Affiliated Company's retirement policy, including
  early retirement, generally applicable to its salaried employees.

(o)"Retirement Plan" means the PPL Retirement Plan,
  as amended from time to time.

(p)"Supplemental Final Average Earnings" means the following:

(1)Supplemental Final Average Earnings means twelve times the
  average of a Participant's "compensation" as defined in Paragraphs
  (A) through (B) below, from PPL and/or an Affiliated Company, for the 60 full
  consecutive months in the final 120 (or fewer) full consecutive months during
  which he is employed by PPL and/or an Affiliated Company. For this purpose,
  non-consecutive months interrupted by periods in which the Participant receives
  no "compensation" shall be treated as consecutive. For purposes of
  this Section, "compensation" shall include the following:

(A)the Participant's base salary from PPL and/or any Affiliated
  Company prior to any deferrals to the Officers Deferred Compensation Plan or
  any other nonqualified deferred compensation plan of an Affiliated Company or
  any Internal Revenue Code section 401(k) plan by which Participant is covered,
  plus

(B)the value of any cash grants attributable to any month used
  in the average, awarded to Participant pursuant to the executive incentive awards
  program initially approved by the Board on October 25, 1989 or any similar program
  maintained by an Affiliated Company.

(2)For the purposes of determining the Participant's "compensation"
  under Subsection (1) of this definition, the CLC will determine the amount of
  any cash grant awarded to the Participant under any incentive awards program,
  and prorate such amount over the year for which the award was granted.

Notwithstanding the foregoing, if a Participant transfers from
  a Participating Company to an Affiliated Company that is not a Participating
  Company after becoming a Participant, earnings with the Affiliated Company after
  the date of such transfer (or for the duration of each such transfer if the
  Participant transfers more than once) shall not count in the Participant's Supplemental
  Final Average Earnings.

(q)"Terminated Vested Participant" means a
  Participant:

(1)who has a Termination of Employment after attaining age
  50 but not age 55, and completing at least 10 Years of Service, and

(2)whom the CLC (or Compensation and Corporate Governance Committee,
  if applicable), in its sole discretion, does not determine is entitled to an
  immediately payable Benefit.

(r)"Termination of Employment" means the Participant's
  termination of employment with PPL and all Affiliated Companies.

(s)"Years of Service" means the number of full and partial
  years used to calculate Participant's accrued benefit under the Retirement Plan,
  or which would be used to calculate an accrued benefit if the Participant were
  eligible to participate in the Retirement Plan but (1) excluding years prior
  to Participant's attainment of age 30, and (2) including service with any Affiliated
  Company prior to the Participant's most recently becoming a Participant eligible
  under this Plan, provided such service would otherwise be counted under the
  Retirement Plan, but excluding any such service with an Affiliated Company performed
  before the Affiliated Company became an Affiliated Company, and (3) including
  Supplemental Years of Service granted to the Participant as set forth in Appendix
  A.

(t)"Year(s) of Vesting Service" means (1) the number
  of full years used to calculate Participant's vested interest in his accrued
  benefit under the Retirement Plan, or which would be used if eligible under
  the Retirement Plan, but excluding any such service with an Affiliated Company
  performed before the Affiliated Company became an Affiliated Company, and (2)
  the number of Supplemental Years of Service, if any, that may have been granted
  to the Participant, as set forth in Appendix A.

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ARTICLE III
  BENEFIT ELIGIBILITY



3.Benefit Eligibility.

(a)A Participant shall be eligible for a Benefit if and only
  if, upon his Termination of Employment, he is either:

(1)a Retiree, or

(2)a Terminated Vested Participant.

(b)Notwithstanding Section 3(a), any Participant otherwise
  eligible for benefits shall forfeit any and all benefits under the Plan if such
  Participant's Termination of Employment is by PPL or an Affiliated Company for
  Cause.

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ARTICLE IV
  AMOUNT OF BENEFIT



4.Amount of Benefit.

(a)A Participant entitled to benefits under Article 3 will
  be paid a Benefit equal to an annual amount payable for the life of Participant
  calculated pursuant to Sections (b) through (f) below:

(b)The amount calculated under Subsection (1) and/or (2), as
  appropriate, and subject to (3):

(1)The sum of (A) plus (B):

(A)2.0% of Participant's Supplemental Final Average Earnings
  times his Years of Service up to 20, plus

(B)1.5% of Participant's Supplemental Final Average Earnings
  times his Years of Service in excess of 20 but not in excess of 30.

(2)With respect to any Participant who was an officer in a
  PPL Salary Group I through IV on December 31, 1997, or was a Participant in
  an Affiliated Company SERP and who had a vested accrued benefit under that SERP,
  such Participant shall have a Benefit equal to the amount calculated under Section
  4(b)(1), or the amount indicated for the Participant as a Minimum Accrued Benefit
  in Appendix A, whichever is greater.

(c)The amount calculated under Section (b) shall be multiplied
  by the applicable Early Retirement Reduction Factor,

(d)With respect to all Participants, the amount calculated
  under Sections (b) and (c) shall be reduced by the following amounts, to the
  extent such amounts are accrued during periods for which the Participant is
  credited with Years of Service under this Plan:

(1)The Participant's vested accrued benefit under the Retirement
  Plan (but not including any temporary supplemental amounts payable under Section
  5.3(b) of the Retirement Plan),

(A)expressed as a single life annuity, and

(B)expressed as a benefit payable at the same time as Participant's
  Benefit, except that in the event Participant commences benefits under this
  Plan prior to commencing benefits under the Retirement Plan, the reduction will
  be made as if Participant had commenced benefits under
  the Retirement Plan at the later of age 55 or commencement of benefits under
  this Plan, based on the early retirement factors, and interest and mortality
  assumptions used in the Retirement Plan. The amount of the reduction will not
  thereafter be changed upon Participant's actual commencement of benefits under
  the Retirement Plan.

For purposes of this Subsection (d)(1), the term "Retirement
  Plan" shall include any successor plan.

(2)The Participant's vested accrued benefit under any other
  nonqualified defined benefit plan maintained by PPL, expressed as a single life
  annuity payable at the same time as Participant's Benefit, based on the early
  retirement factors and interest and mortality rates used in such plan.

(3)With respect to those Participants who have service with
  an Affiliated Company, the Participant's vested accrued benefit not attributable
  to the Participant's Contributions, if any, under any tax-qualified employee
  benefit plan as defined by Section 401 of the Internal Revenue Code of 1986,
  as Amended. Such benefit shall be expressed as a single-life annuity payable
  at the same time as Participant's Benefit, based upon the definition of Actuarial
  Equivalent, if an account balance in a defined contribution plan, or based upon
  the plan's actuarial assumptions, if a defined benefit plan.

The best data available will be used to determine the amounts
  to be offset under this Section (4(d)(3)). The CLC has the absolute, discretionary
  power to make reasonable approximations and estimates to determine the value
  and amount of such offset amounts, applied uniformly to all similarly situated
  Participants.

(e)The amount calculated under Section (b) of this Article
  with respect to a Participant who has ceased to be an eligible Participant shall
  be calculated on the basis of his Years of Service as of the date of his ineligibility,
  and on the basis of his Supplemental Final Average Earnings and his Years of
  Vesting Service as of the date of his Termination of Employment.

(f)In the event that a Participant's benefits under any plan
  to which Section (d) of this Article refers are subject in whole or in part
  to a domestic relations order, Benefit payments shall be calculated and paid
  without regard to such order.

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ARTICLE V
  TIME OF PAYMENT



5.Time of Payment.

A Participant who is eligible for benefits under Article 3
  shall start receiving Benefit payments on the date set forth below.

(a)A Retiree shall receive benefits as soon as administratively
  practicable following his Termination of Employment.

(b)A Terminated Vested Participant shall receive benefits as
  follows:

(1)If he has elected, and the CLC has approved, a single sum
  form of benefit under Article 6, such single sum shall be paid as soon as administratively
  practicable following his Termination of Employment.

(2)If he has elected an annuity form of benefit under Article
  6, such annuity form shall start to be paid as soon as administratively practicable
  following his attainment of age 55.

(c)In the event that PPL Corporation distributes to its shareowners
  as a dividend a sufficient number of shares of PPL Corporation or an Affiliated
  Company, on a pro rata basis, in accordance with their PPL Corporation equity
  ownership, or in the event of the sale of up to 25% of the securities of PPL
  or an Affiliated Company in an initial public offering of securities registered
  under the Securities Act of 1933, such distribution or sale of shares resulting
  in a Spin-Off Company (the "Spun-Off Company"), with the effect that
  the Spun-Off Company no longer meets the definition of PPL or an Affiliated
  Company, and in connection with such distribution or sale, a Participant becomes
  an employee of the Spun-Off Company, the payment of any Benefit to which Participant
  (or his beneficiary) is entitled under the Plan shall be made or shall commence
  to be made no earlier than at such time as the Participant (or his beneficiary)
  is eligible to commence to receive to a distribution (either immediate or deferred)
  under the Retirement Plan or any successor plan.

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ARTICLE VI
  METHOD OF PAYMENT



6.Method of Payment.

(a)A Participant who is eligible to receive benefits under
  the Retirement Plan and who elects to receive such benefits at the time Benefit
  payments begin may elect to have his Benefit paid in one of the following forms
  of benefit, each of which shall be the Actuarial Equivalent of his Benefit:

(1)the form of annuity payment in which his Retirement Plan
  benefits are to be paid, (provided, however, if any monthly payment would be
  100 dollars or less, the CLC, in its discretion, may elect to make such payments
  in such installments as the CLC may determine or in a single sum payment), or

(2)a single sum, if approved by CLC in its sole discretion.

(b)A Participant who is not eligible to receive benefits under
  the Retirement Plan or who has elected not to receive such benefits under the
  Retirement Plan at the time Benefit payments begin, may elect one of the following
  forms of benefit, which shall be the Actuarial Equivalent of his Benefit, provided,
  however, that if he elects an annuity form under Paragraph (1), (2) or (3) below,
  and if any monthly payment would be 100 dollars or less, the CLC, in its discretion,
  may elect to make such payments in such installments as the CLC may determine,
  or in a single sum payment:

(1)a single life annuity with equal monthly installments payable
  to the Participant for his lifetime; or

(2)a joint and survivor annuity with the Participant's designated
  beneficiary, payable in monthly installments to the Participant for his lifetime
  and with a specified percentage of the amount of such monthly installment payable
  after the death of the Participant to the designated beneficiary of such Participant,
  if then living, for the life of such designated beneficiary; or

(3)a single life annuity payable in equal monthly installments
  to the Participant for his lifetime, with 60, 120 or 180 monthly payments guaranteed,
  or

(4)a single sum, if approved by CLC in its sole discretion.

(c)A Participant may elect a form of benefit hereunder by filing
  written notice with the CLC at anytime at least 12 months prior to the first
  day of the calendar month for which a Benefit is first payable to Participant.
  The CLC may waive this requirement in its sole discretion. If a Participant
  described in Section (a) of this Article fails to elect a form of benefit within
  the prescribed time period, the benefit shall be paid in the form in which such
  Participant's Retirement Plan benefits are paid. If a Participant described
  in Section (b) of this Article fails to elect a form of benefit within this
  time period, the benefit shall be paid in the form of a single-life annuity
  if the Participant does not have a spouse on the date of benefit commencement
  and in the form of a 50% joint and survivor annuity with Participant's spouse
  as the beneficiary if the Participant has a spouse on the date of benefit commencement.



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ARTICLE VII
  PRERETIREMENT SURVIVING SPOUSE BENEFIT



7.Preretirement Surviving Spouse Benefit. In the event
  of the death of a Participant prior to the commencement of payment of the Participant's
  Benefit, the Participant's surviving spouse will be paid a supplemental spouse's
  annuity based on the Benefit and made in accordance with all the terms and conditions
  applicable to a qualified preretirement survivor annuity under the Retirement
  Plan. The supplemental annuity described in the preceding sentence shall not
  be payable if the Participant had less than 10 Years of Service at date of death
  or with respect to a Participant described in Section 3(b).

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ARTICLE VIII
  ADMINISTRATION



8.Administration. The CLC shall have the discretionary
  authority and final right to interpret, construe and make benefit determinations
  (including eligibility and amount) under the Plan. The decisions of the CLC
  are final and conclusive for all purposes. If one or more members of the CLC
  are disqualified by personal interest from taking part in a particular decision,
  the remaining member or members of the CLC (although less than a quorum) shall
  have full authority to act on the matter. The CLC shall have authority to delegate
  specified duties and responsibilities to the Executive Committee of the CLC,
  or other PPL Committees.



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ARTICLE IX
  MISCELLANEOUS



9.Miscellaneous.



(a)If any person to receive payment is a minor, or is deemed
  by the CLC or is adjudged to be legally incompetent, the payments shall be made
  to the duly appointed guardian or committee of such minor or incompetent, or
  they may be made to such person or persons who the CLC believes are caring for
  or supporting such minor or incompetent.

(b)All payments to persons entitled to benefits under this
  Plan shall be made to such persons and shall not be grantable, transferable
  or otherwise assignable in anticipation of payment thereof, in whole or in part,
  by the voluntary or involuntary acts of any such persons, or by operation of
  law, and shall not be liable or taken for any obligation of such person. PPL
  will observe the terms of the Plan unless and until ordered to do otherwise
  by a state or Federal court. As a condition of participation, Participant agrees
  to hold PPL harmless from any claim that arises out of PPL's obeying any such
  order whether such order effects a judgment of such court or is issued to enforce
  a judgment or order of another court.

(c)Nothing in this Plan shall confer any right on any Participant
  to continue in a Participating Company's employ or to receive compensation,
  nor shall anything in this Plan affect in any way the right of a Participating
  Company to terminate any Participant's employment at any time.

(d)The expenses of administration hereunder shall be borne
  by PPL.

(e)This Plan shall be construed, administered and enforced
  according to the laws of the Commonwealth of Pennsylvania.

(f)Solely for Participants who are employees of PPL Electric
  Utilities Corporation and any subsidiaries thereof ("PPL Electric") immediately
  prior to their termination of employment ("Electric Employees"), all payments
  from this Plan to an Electric Employee or a beneficiary of such an Electric
  Employee shall be made from the general assets of PPL Electric. For all Participants
  who are not Electric Employees, all payments from this Plan to a Participant
  or a beneficiary of such Participant shall be made from the general assets of
  PPL Corporation and all Participating Companies except PPL Electric ("PPL (Non-Electric").
  Except as set forth in the PPL Employee Nonqualified Plans Trust of April 1,
  2001, this Plan shall not require PPL, any Participating Company or an Affiliated
  Company to set aside, segregate, earmark, pay into trust or special account
  or otherwise restrict the use of its assets in the operation of the business.
  Participant shall have no greater right or status than as an unsecured creditor
  of PPL Electric, if an Electric Employee, or PPL (Non-Electric) if not an Electric
  Employee, with respect to any amounts owed to Participant hereunder.

(g)The masculine pronoun shall be deemed to include the feminine
  and the singular to include the plural unless a different meaning is plainly
  required by the context.



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ARTICLE X
  TERMINATION OR AMENDMENT

10.Termination or Amendment. The Board may,
  in its sole discretion, terminate and amend this Plan from time to time provided,
  however, that the Plan may not be terminated or amended to the prejudice or
  detriment of any Participant during the three (3) year period immediately following
  a Change in Control (as defined in the PPL Retirement Plan) (or, if later, thirty
  six (36) months from the consummation of the transaction giving rise to the
  Change in Control). Without limiting the generality of the foregoing, the proviso
  of the preceding sentence shall not, at any time or in any event, be amended
  or deleted. Subject to the foregoing, the CLC may adopt any amendment that does
  not significantly affect the cost of the Plan or significantly alter the benefit
  design or eligibility requirements of the Plan. Each amendment to the Plan will
  be binding on the Participating Company to which it applies. No termination
  or amendment shall (without Participant's consent) alter Participant's right
  to monthly payments which have commenced prior to the effective date of such
  termination or amendment. Prior to a Change in Control, the Board specifically
  reserves the right to terminate or amend this Plan to eliminate the right of
  any Participant to receive payment hereunder prior to the time when payments
  are in pay status under this Plan. Notwithstanding the foregoing, if PPL is
  liquidated, the CLC shall cause the amounts due hereunder to be paid in one
  or more installments or upon such other terms and conditions and at such other
  time as the CLC determines to be just and equitable, but in no event later than
  the time such amounts would otherwise have been paid.

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ARTICLE XI
  EFFECTIVE DATE

11.Effective Date. The original effective date
  of this Plan is July 1, 1985. The effective date of this amended and restated
  Plan is July 1, 2003.

Executed this _____ day of_______________, 2003.

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

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APPENDIX ANOTE



Appendix A is an Excel document stored @ G:STAFCOMP\SERP\SERP
  Appendix A in Human Resources-Compensation. The original Appendix A, showing
  all plan participants as approved by William Hecht on behalf of the CLC,
  is stored in OGC's files with the original SERP Plan (approved by Ron Schwarz,
  VP-HR).



Due to the personal and confidential nature of this Appendix,
  participants will be provided with an individualized Appendix A only. An electronic
  copy of the individualized version for each of the participants is stored at
  the same G drive folder listed above; a hard copy will be stored in their
  individual file folder located in the Compensation section of the Human Resources
  Department.