**Exhibit 4(a)-2**
**AMENDMENT**NO.****1
**TO**

**PPL**EMPLOYEE****STOCK****OWNERSHIP****PLAN
  WHEREAS, PPL Services Corporation ("PPL") has adopted  the PPL Employee Stock Ownership Plan ("Plan") effective January 1, 1975; and

  WHEREAS, the Plan was amended and restated effective  January 1, 2000; and

  WHEREAS, the Company desires to further amend the  Plan;

  NOW, THEREFORE, the Plan is hereby amended as follows:

 I.  Effective January 1, 2000 the following      sections of Articles II (2.2, 2.4, 2.8, 2.21), IV (4.6, 4.7, 4.8), XI (11.5)      and XIII (13.4) are deleted in their entirety.

 II.  Effective January 1, 2000 the following      sections of Articles II (2.14, 2.38), IV (4.1, 4.2, 4.3, 4.5), V (5.2, 5.4,      5.5), VII (7.1, 7.3, 7.5, 7.7), XI (11.3, 11.5), XII (12.4), XIII (13.3,      13.5 and 13.6) are amended to read as follows:

  2.14**  "Employee"** shall mean each  person who is classified by a Participating Company as a common law employee  of such Participating Company, and who: 

  (a)  is classified by the Participating  Company as (1) a Managers Compensation Plan employee, (2) a Professional Associate  - Part-Time, (3) an Administrative Associate - Part-Time, or (4) a Specific  Professional; or

  (b)  is a member of the International  Brotherhood of Electrical Workers and is in a classification eligible to participate  in this Plan pursuant to a collective bargaining agreement between such union  and a Participating Company.

An individual who is not classified by a Participating Company  as a common law employee shall not be an Employee regardless of whether (1)  the individual is considered an employee by reason of being a leased employee  (whether or not within the meaning of section 414(n) or (o) of the Code), (2)  the individual is classified by a Participating Company as an independent contractor,  or (3) for employment tax or other purposes, the individual is subsequently  determined to be a common law employee, or not to be a leased employee or independent  contractor. For purposes of determining eligibility under the Plan, the classification  to which an individual is assigned by a Participating Company shall be final  and conclusive, regardless of whether a court, a governmental agency or any  entity subsequently finds that such individual should have been assigned to  a different classification. 

  2.38**  "TRASOP****Contributions"**  shall mean the contributions made by PPL in accordance with Section 4.1.

  4.1**  TRASOP****Contributions.**  Prior to January 1, 1983, PPL contributed certain TRASOP contributions subject  to section 409 of the Code. Effective January 1, 1983, no further TRASOP contributions  shall be made.

  4.2**  Matching****Contributions.**  Prior to January 1, 1983, Participants contributed certain Matching Contributions  to be matched by PPL TRASOP contributions. Effective January 1, 1983, no further  Matching Contributions shall be made.

  4.3**  PAYSOP****Contributions.**  Prior to January 1, 1987, PPL contributed certain PAYSOP contributions subject  to section 409 of the Code. Effective January 1, 1987, no further PAYSOP contributions  shall be made.

  4.5**  Investment****in****Stock.**  All TRASOP, PAYSOP, Dividend-based, and Matching Contributions may be in cash  or in Stock; provided, however, that (a) if a Contribution is in cash, the Trustee  shall use such Contribution to purchase Stock from PPL Corporation or others.  If a Contribution is in Stock, the number of shares contributed will be determined  by the Market Value of the Stock.

  5.2**  Allocation****of****Contributions.**  Contributions made for any Plan Year shall be allocated among the Participants  entitled to share in the allocation of contributions pursuant to Section 3.2  in accordance with the following rules.

  (a)  Subject to Section 5.2(b), Stock  acquired with the Dividend-based Contribution made with respect to a Plan Year  shall be allocated, as of the close of such Plan Year, as follows:

    (1)  75% of the              Dividend-based Contribution shall be allocated to the Account of              each Participant to whom or on whose behalf dividends were paid              at any time during the portion of such Plan Year in which the Participant              was an Employee. The amount of such Stock allocated to each Participant's              Account shall bear the same proportion to the total amount of such              Stock allocated with respect to such Plan Year as the amount of              dividends paid to such Participant during the portion of the Plan              Year in which he was an Employee bears to the total amount of dividends              paid to all Participants during the portion of such Plan Year in              which they were Employees; and

    (2)  25% of the              Dividend-based Contribution shall be allocated to the Account of              each Participant who was a Participant at any time during such Plan              Year. The amount of such Stock allocated to each Participant's Account              shall bear the same proportion to the total amount of such Stock              allocated with respect to such Plan Year as the amount of the Compensation              paid to such Participant bears to the total Compensation paid to              all Participants during such Plan Year.

  (b)  In the event the allocation under  Section 5.2(a)(1) above for any Plan Year discriminates in favor of the Highly  Compensated Eligible Employees, as determined under section 401(a)(4) of the  Code and regulations thereunder, then the percentage of the Dividend-based Contribution  to be allocated under Section 5.2(a)(1) shall be decreased and the percentage  to be allocated under Section 5.2(a)(2) shall be correspondingly increased until  the allocation under Section 5.2(a)(1) no longer discriminates in favor of the  Highly Compensated Eligible Employees.

  5.4**  Special****Allocation****Rule.** No Participant may receive an allocation under the Dividend-based  Contribution provided for in Section 5.2(a) above which equals or exceeds 5%  of such Participant's Compensation for the Plan Year for which such allocation  is being made.

  5.5**  Maximum****Allocation.**  Notwithstanding anything in this Article to the contrary, in no event shall  contributions under the Plan violate the limitations set forth in section 415  of the Code, which are hereby incorporated into the Plan.

  If the amount otherwise allocable to the accounts  of a Participant would exceed the limitations of section 415 of the Code as  a result of a reasonable error in estimating the Participant's Compensation,  the Employee Benefit Plan Board shall determine which portion of such excess  amount is attributable to the Participant's (1) voluntary after-tax employee  contributions under the Employee Savings Plan or Deferred Savings Plan, (2)  before-tax elective deferrals under the Employee Savings Plan or Deferred Savings  Plan, (3) company matching contributions under the Deferred Savings Plan or  Employee Savings Plan, (4) contributions under other plans maintained by a Participating  Company or 50% Affiliated Company, and (5) Dividend-based Contributions under  Article IV; and the following action shall be taken, in the order of priority  set forth below.

  (a)  Amounts attributable to voluntary  after-tax employee contributions under the Employee Savings Plan or Deferred  Savings Plan and earnings thereon shall be returned to the Participant.

  (b)  Amounts attributable to before-tax  elective deferrals under the Employee Savings Plan or Deferred Savings Plan  and earnings thereon shall be returned to the Participant.

  (c)  Amounts attributable to company  matching contributions under the Deferred Savings Plan or Employee Savings Plan  will be held in a suspense account until the following Plan Year at which time  the amounts will be used to reduce matching contributions for the year.

  (d)  Amounts attributable to contributions  made under other plans maintained by a Participating Company or 50% Affiliated  Company shall be corrected as provided in such plans.

  (e)  Amounts attributable to excess Dividend-based  Contributions under this Plan shall be allocated to the accounts of other Participants  in accordance with Section 5.2. Any excess Contributions or Stock purchased  with such Contributions which cannot be allocated in a Plan Year to Participants'  Accounts shall be held in a suspense account until the Plan Year in which it  is first possible to allocate such Contributions or Stock to Participants' Accounts.

  7.1**  General.** The interest of  each Participant in the Fund shall be distributed in the manner, in the amount  and at the time provided in this Article, except that in the event of termination  of the Plan the provisions of Article X shall govern. Each Participant shall  have a nonforfeitable right to all Stock allocated to his Account, except as  set forth in Section 5.5. The provisions of this Article shall be construed  in accordance with section 401(a)(9) of the Code and regulations thereunder.

  7.3**  Beneficiary****Designation.
  (a)  Death benefits under the Plan shall  be paid to the surviving Spouse of a Participant, including the Spouse of a  Participant who has retired or whose employment has terminated before the Effective  Date, (1) unless (A) such Spouse consents in writing not to receive such benefit  and consents to the specific beneficiary designated by the Participant, (B)  such consent acknowledges its own effect, and (C) such consent is witnessed  by a notary public; or (2) unless the Participant establishes to the satisfaction  of a Plan representative either that he has no Spouse, that his Spouse cannot  be located, or that his Spouse's consent is not required under such other circumstances  as are prescribed under governmental regulations.

  7.5**  Termination****of****Employment.**  Upon a Participant's retirement or other termination of employment with PPL  and all Affiliated Companies, he shall be entitled to receive his interest in  the Fund. Subject to Subsection 7.7(c), (a) if the value of his interest in  the Fund exceeds $5,000, his interest shall not be paid to him or applied for  his benefit until (1) he consents in writing to such payment or application,  or (2) he attains his 65th birthday or (3) he dies; whichever occurs first;  (b) otherwise, his interest shall be paid to him or applied for his benefit  in a single sum within 60 days after such termination takes place.

  7.7**  Timing****of****Distribution.
  (a)  A Participant entitled under this  Article to receive benefits shall commence to receive benefits as soon as administratively  practicable, but in no event shall any Participant receive benefits later than  the earlier of the dates determined under (1), (2) or (3) below:

    (1)  the later of

      (A)  the 60th  day after the close of the Plan Year in which the Participant attains his Normal  Retirement Date or 

      (B)  the 60th  day after the close of the Plan Year in which the Participant's employment with  all Participating Companies and all Affiliated Companies terminates;

    (2)  the later of 

      (A)  the April  1st that follows the end of the calendar year in which the Participant attains  age 701/2; or

      (B)  (Effective  only for Participants who attain age 701/2 on or after January 1, 2002.) the  April 1st that follows the end of the calendar year in which the Participant's  employment terminates; provided, however, that this Paragraph (a)(2)(B) shall  not apply for a Participant who is a five-percent (5%) owner (as defined in  section 416 of the Code) of a Participating Company at any time during the five-Plan  Year period ending in the calendar year in which he attains Age 701/2 or thereafter;  or

    (3)  in the event of the  Participant's death, December 31 of the calendar year following the year of  the Participant's death.

  (b)  If a Participant attains age 701/2  after December 31, 1995 but before January 1, 2002, and is not a 5-percent  owner (within the meaning of section 416 of the Code) of a Participating Company  at any time during the five-Plan Year period ending in the calendar year in  which he attained age 701/2 or thereafter, such Participant may elect to receive  benefits on either (1) April 1 of the calendar year following the calendar year  in which he attains age 701/2, or (2) April 1 of the calendar year following  the calendar year in which he terminates employment with all Participating Companies  and all Affiliated Companies. Such election must be made, in a form provided  by the Administrative Committee, not later than April 1 of the calendar year  following the calendar year in which the Participant attains age 701/2 . If  the Participant fails to make a timely election, such Participant shall receive  benefits not later than April 1 of the calendar year following the calendar  year in which he attained age 701/2.

  (c)  A Participant who terminates employment  with a Participating Company on or after age 55, and whose Account exceeds $5,000,  shall be entitled to defer payment of his benefits until a date not later than  that specified in Section 7.7(a)(2).

  (d)  The Employee Benefit Plan Board  shall supply to each Participant who is entitled to distribution before his  death or attainment of age 65 and the value of whose Account exceeds $5,000,  written information relating to his right to defer distribution under Section  7.4, 7.5 or 7.7(c). Such notice shall be furnished not less than 30 days nor  more than 90 days prior to the Participant's benefit commencement date, except  that such notice may be furnished less than 30 days prior to the Participant's  benefit commencement date if (1) the Employee Benefit Plan Board informs the  Participant that the Participant has the right to a period of at least 30 days  after receiving such notice to consider the decision whether to elect a distribution,  and the mode in which he desires such distribution to be made, and (2) the Participant,  after receiving such notice, affirmatively elects a distribution.

  11.3**  Minimum****Contributions****for****Non-Key****Employees.
  (a)  In each Plan Year in which the Plan  is a Top Heavy Plan, each Eligible Employee who is not a Key Employee (except  an Eligible Employee who is not a Key Employee as to the Plan Year of reference  but who was a Key Employee as to any earlier Plan Year or an Eligible Employee  who is covered by a collective bargaining agreement) and who is actively employed  by PPL on the last day of such Plan Year will receive a total minimum Company  Contribution (including forfeitures) under all plans described in Section 11.2(a)(1)  and (2) of not less than three percent (3%) of the Eligible Employee's annual  compensation as defined in section 415 of the Code. Salary reduction contributions  to such plans made on behalf of an Eligible Employee in plan years beginning  after December 31, 1984 but before January 1, 1989, shall be deemed to be Company  Contributions for the purpose of this Subsection.

  (b)  The percentage set forth in Section  11.3(a) shall be reduced to the percentage at which contributions, including  forfeitures are made (or are required to be made) for a Plan Year for the Key  Employee for whom such percentage is the highest for such Plan Year. This percentage  shall be determined for each Key Employee by dividing the contribution for such  Key Employee by his compensation, as defined in section 415 of the Code, for  the Plan Year, determined under Section 11.4. All defined contribution plans  required to be included in an Aggregation Group shall be treated as one plan  for the purpose of this Section 11.3; however, this Section 11.3(b) shall not  apply to any plan which is required to be included in an Aggregation Group if  such plan enables a defined benefit plan in such group to meet the requirements  of section 401(a)(4) or section 410 of the Code.

  (c)  If a Non-Key Employee described  in Subsection (a), participates in both a defined benefit plan and a defined  contribution plan described in Sections 11.2(a)(1) and (2) maintained by PPL,  PPL is not required to provide such Employee with both the minimum benefit and  the minimum contribution. Regulations prescribed by the Secretary of the Treasury  shall serve to prevent inappropriate omissions or duplications of minimum benefits  or contributions.

  12.4**  Spendthrift****Clause.
  (a)  No benefit payable at any time under  this Plan, and no interest or expectancy herein shall be anticipated, assigned,  or alienated by any Participant or beneficiary, or be subject to attachment,  garnishment, levy, execution or other legal or equitable process, except for  (1) an amount necessary to satisfy a federal tax levy made pursuant to section  6331 of the Code, (2) any benefit payable pursuant to a domestic relations order  within the meaning of the Code or (3) an offset of a Participant's benefit as  described in section 206(d)(4) of ERISA on account of a crime or fiduciary breach.

  (b)  Any attempt to alienate or assign  such benefit, whether presently or thereafter payable, shall be void. No benefit  shall in any manner be liable for or subject to the debts or liability of any  Participant or beneficiary. If any Participant or beneficiary shall attempt  to, or shall, alienate or assign his benefits under the Plan or any part thereof,  or if by reason of his bankruptcy or other event happening at any time, such  benefits would devolve upon anyone else or would not be enjoyed by him, then  the Employee Benefit Plan Board may terminate payment of such benefit and hold  or apply it to or for the benefit of the Participant or beneficiary.

  (c)  The Employee Benefit Plan Board  shall review any domestic relations order to determine whether it is qualified  within the meaning of section 414(p) of the Code. An order shall not be qualified  unless it complies with all applicable provisions of the Plan concerning mode  of payment and manner of elections. Notwithstanding the preceding sentence and  any restrictions on timing of distributions and withdrawals under the Plan,  an order may provide for distribution immediately or at any other time specified  in the order.

  13.3**  Restoration****of****Dividend-based****Contributions**. With respect to any Plan Year for which a Returning Veteran  would have been a Participant, but failed to share in Dividend-based Contributions  solely by reason of his Qualified Military Service, the Participating Company  shall contribute to such Participant's Account an amount equal to the Dividend-based  Contributions that would have been allocated to his Account, but for his absence  for Qualified Military Service. Such contribution shall not include the earnings  that would have accrued on such amount.

  13.4**  Determination****of****Compensation**. For purposes of determining the amount of any contributions  under Section 13.3 and for applying the limits of Section 5.5, a Participant's  compensation during any period of Qualified Military Service shall be deemed  to equal either:

  (a)  the compensation he would have received  but for such Qualified Military Service, based on the rate of pay he would have  received from a Participating Company; or

  (b)  if the amount described in (a) above  is not reasonably certain, his average compensation from a Participating Company  during the 12-month period immediately preceding the Qualified Military Service  (or, if shorter, the period of employment immediately preceding the Qualified  Military Service). Such amount shall be adjusted as necessary to reflect the  length of the Participant's Qualified Military Service.

  13.5**  Application****of****Certain****Limitations**. For purposes of applying the limitations of Section 5.5,  any contributions described in Section 13.3, shall be treated as contributions  for the Limitation Year to which they relate, rather than the Limitation Year  in which they are actually made.

  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 SERVICES CORPORATION

By:_______________________________

 James M. Seif****************