Exhibit 10(gg)

PPL Corporation
  Director and Named Executive Officer Compensation Matters

Directors' Fee Revisions

On October 22, 2004, the Board of Directors of PPL Corporation
  (the "Company") revised the fees paid to non-employee directors. Effective January
  1, 2005, the annual retainer of the non-employee directors was increased from
  $79,000 to $85,000 (of which a minimum of $55,000 is allocated to a deferred
  stock account under the Company's Directors Deferred Compensation Plan), the
  compensation for Committee Chairs was changed from $1,000 per Committee meeting
  to an annual cash retainer of $5,000 for the Committees that they chair, and
  a new annual cash retainer of $30,000 was established for the Presiding Director.

Named Executive Officer Base Salaries

On January 27, 2005, the Compensation and Corporate Governance
  Committee ("C&CGC") of the Board of Directors of the Company approved the
  annual base salaries (effective as of January 1, 2005) of the Company's "named
  executive officers" (as defined in Item 402(a)(3) of Regulation S-K) after a
  review of performance and competitive market data. The following table sets
  forth the annual base salary levels of the Company's named executive officers
  for 2005 and 2004:



|Name
        and Position                                                                  | Year              | Salary
        ($)         
|------------------------------------------------------------------------------------------ | ----------------- | ---------------------------
|William F. Hecht
           Chairman, President and Chief
           Executive Officer     | 2005
        2004 | 1,125,000
        1,040,000
|James H. Miller
           Executive Vice President and
           Chief Operating Officer | 2005
        2004 | 630,000
        550,000    
|John R. Biggar
           Executive Vice President and
           Chief Financial Officer  | 2005
        2004 | 495,000
        470,000    
|Paul T. Champagne
           President-PPL EnergyPlus, LLC                                 | 2005
        2004 | 400,000
        400,000    
|Roger L. Petersen
           President-PPL Development
           Company, LLC             | 2005
        2004 | 365,000
        355,000    

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

On January 27, 2005, the C&CGC authorized annual incentive cash (i.e.,
  bonus) awards to each of the Company's named executive officers for 2004 performance.
  The annual incentive cash awards were made pursuant to the Company's Short-term
  Incentive Plan. The incentive cash awards were made to these executive officers
  for the achievement of specific, independent goals established and measured
  by the C&CGC. For 2004, the following award targets as a percentage of base
  salary were established for each executive officer: Chief Executive Officer-100%;
  Executive Vice Presidents-65%; and Senior Vice President and Presidents of principal
  operating subsidiaries-50%. The annual incentive cash awards were made by applying
  these target percentages to the percentage of goal attainment as determined
  by the C&CGC. The goal categories for 2004 included specific financial and
  operational measures for the Company and its subsidiaries designed to enhance
  the Company's position for success in the competitive market. The weightings
  for each of these categories are generally allocated 60% to the Company's earnings
  per share and enhanced shareowner value, and 40% to the financial and operational
  performance of the Company's principal operating subsidiaries. Included in the
  operating goals were specific requirements tied to compliance with the Sarbanes-Oxley
  Act of 2002. In the case of Messrs. Champagne and Petersen, more weight was
  given to the performance of the particular operating subsidiary for which each
  is a President.

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



|Name
        and Position                                                                   | Bonus
        ($)
|------------------------------------------------------------------------------------------- | -----------------
|William F. Hecht
           Chairman, President and Chief
            Executive Officer     | 1,252,200        
|James H. Miller
           Executive Vice President and
            Chief Operating Officer | 430,400          
|John R. Biggar
           Executive Vice President and
            Chief Financial Officer  | 367,800 (1)      
|Paul T. Champagne
           President-PPL EnergyPlus, LLC                                  | 238,800          
|Roger L. Petersen
           President-PPL Development
            Company, LLC             | 213,700          

|(1) |  | Includes $183,900 that Mr. Biggar exchanged
        for restricted stock units under the terms of the Company's Cash Incentive
        Premium Exchange Program.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Also, on January 27, 2005, the C&CGC awarded cash bonus
  payments to Messrs. Champagne and Petersen of $15,000 and $10,000, respectively.

Named Executive Officer Long-term Incentive Equity Awards

On January 27, 2005, the C&CGC authorized grants to the
  Company's named executive officers of long-term incentive equity awards pursuant
  to the Company'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 the Company 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'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 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
|Chief Executive Officer                                                          | 75%                                                                          | 75%                                                  
|Executive Vice Presidents                                                        | 60%                                                                          | 60%                                                  
|Senior Vice President
        and Presidents of principal operating subsidiaries | 40%                                                                          | 40%                                                  



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



|Name
        and Position                                                     | Restricted
        
        Stock Units 
        (1) | Stock
        
        Options(2)
|----------------------------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------
|William F. Hecht-
        Chairman, President and Chief Executive Officer     | 30,400                                               | 184,120                          
|James H. Miller-
        Executive Vice President and Chief Operating Officer | 12,860                                               | 77,900                           
|John R. Biggar-
        Executive Vice President and Chief Financial Officer  | 15,820
        (3)                                   | 66,570                           
|Paul T. Champagne-
        President-PPL EnergyPlus, LLC                      | 6,230                                                | 37,770                           
|Roger L. Petersen-
        President-PPL Development Company, LLC             | 5,530                                                | 33,520                           

|(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 4,830 restricted
        stock units granted to Mr. Biggar pursuant to the terms of the Company's
        Cash Incentive Premium Exchange Program.                                                                                                                        

Additional information for this item will be set forth in
  the sections entitled "Compensation of Directors," "Summary Compensation Table"
  and "Report of the Compensation and Corporate Governance Committee Regarding
  Executive Compensation" in the Company's 2005 Notice of Annual Meeting and Proxy
  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.