Exhibit
      10(c)






































**TRUST
      AGREEMENT**





**Between**





**PPL
      CORPORATION**





**And**





**WACHOVIA
      BANK, N.A. AS TRUSTEE**





**PPL
      REVOCABLE EMPLOYEE NON-QUALIFIED PLANS TRUST**





**TABLE
      OF CONTENTS**








**ARTICLE**





I Establishment,
      Purpose and Nature of Trust Fund





II Contributions
      to Trust Fund and Allocation to Plan Accounts





III Cessation
      of Payments from Trust Fund While Company Insolvent





IV Payments
      from Trust Fund While Company Solvent





V Responsibilities
      of the Trustee





VI Fees,
      Expenses and Taxes





VII Accounts
      of the Trustee





VIII Resignation
      or Removal of the Trustee





IX Action
      of
      PPL





X Reservation
      of Powers





XI Surplus
      Plan Accounts and Termination of Trust





XII Merger
      or
      Consolidation of the Trustee





XIII Miscellaneous








**TRUST
      AGREEMENT**


**Between**


**PPL
      CORPORATION**


**And**


**WACHOVIA
      BANK, N.A., AS TRUSTEE**





This
      Agreement and Declaration of Trust (hereinafter called the "Trust Agreement")
      made as of the 1st day of January, 2007, by and between PPL Corporation, a
      corporation organized and existing under the laws of the Commonwealth of
      Pennsylvania, with its principal place of business at Allentown, Pennsylvania,
      hereinafter referred to as “PPL" or the "Company,” and Wachovia Bank, N.A., with
      its principal place of business at Charlotte, North Carolina, hereinafter called
      the "Trustee",


WITNESSETH:


WHEREAS,
      PPL has heretofore adopted certain nonqualified deferred compensation plans
      and
      agreements for certain of its subsidiaries' employees (such employees and their
      designated beneficiaries where applicable being hereinafter referred to
      collectively as the "Participants" and individually as a "Participant") and
      may
      hereafter adopt other such plans or agreements; and


WHEREAS,
      PPL has heretofore entered into a trust agreement dated April 1, 2001 between
      PPL, as grantor, and Wachovia Bank, as trustee, titled the PPL Employee
      Nonqualified Plans Trust (the "Plans' Trust"); and


WHEREAS,
      PPL wishes to establish this grantor trust, hereinafter called the "Trust,"
      for
      the collective investment of such property as may from time to time be
      contributed thereto, subject only to the claims of PPL's general creditors
      in
      the event of PPL's Insolvency (as defined in Article III); and


WHEREAS,
      PPL wishes the Trust to be used in connection with such plans or agreements
      as
      have been designated under Article X and Appendix A of the Plans' Trust (which
      plans and agreements are hereinafter called the "Plans" collectively or the
      "Plan" individually), although the Trust may not necessarily hold sufficient
      assets to satisfy all of the benefits to be provided under the Plans, and which
      together with the Plans' Trust is intended to fund certain benefits provided
      under the Plans in connection with a "Change in Control" (as defined in
      Paragraph 10.3); and


WHEREAS,
      the Trustee is willing to hold and administer such trust assets pursuant to
      the
      terms of this Trust Agreement.


NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      contained, PPL and the Trustee intending to be legally bound hereby, do covenant
      and agree as follows:








**Article
      I**


**Establishment,
      Purpose and Nature of Trust Fund**





1.1  PPL
      hereby establishes with the Trustee a trust consisting of such cash and/or
      marketable securities as shall be paid to the Trustee with respect to the Plans
      pursuant to Article II, Paragraph 2.1. The Trust shall be known as the PPL
      REVOCABLE EMPLOYEE NONQUALIFIED PLANS TRUST. The creation of this Trust is
      not
      intended to create an employee benefit plan subject to Title I of the Employee
      Retirement Income Security Act of 1974. The Trust is intended to constitute
      an
      unfunded arrangement and shall not affect the status of the Plans as unfunded
      plans maintained for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees for purposes of Title I
      of
      the Employee Retirement Income Security Act of 1974, as amended.


1.2  The
      Trust
      shall consist of all contributions to the Trust by PPL and the earnings and
      losses thereon (including unrealized gains and losses), less disbursements
      therefrom (hereinafter called the "Trust Fund"). The principal of the Trust,
      and
      any earnings thereon, shall be held separate and apart from other funds of
      PPL
      and shall be used exclusively for the uses and purposes of Participants, and
      general creditors as herein set forth. Participants shall have no preferred
      claim on, or any beneficial ownership interest in, any assets of the Trust.
      Any
      rights created under the Plans and this Trust Agreement shall be mere unsecured
      contractual rights of Participants against PPL. Any assets held by the Trust
      will be subject to the claims of PPL's general creditors under federal and
      state
      law in the event PPL becomes Insolvent.


1.3  The
      Trust
      hereby established is revocable and amendable by PPL at all times.


1.4  The
      Trust
      Fund shall be held by the Trustee, subject to the reservation of powers under
      Paragraphs 10.1 and 10.2 of Article X, for the purpose of providing, immediately
      prior to a Change in Control, or at such other time or times as PPL may in
      its
      sole discretion determine, funds to the Trustee under the Plans' Trust. The
      Trustee shall pay to the Plans' Trust, on notice from PPL that the time
      identifiable as immediately prior to a Change in Control has occurred, all
      or
      such other amount of assets from the Trust Fund to the Plans' Trust, as directed
      by PPL. Notwithstanding the foregoing, the Trust Fund shall be treated as an
      asset of PPL and shall remain subject to the claims of PPL's general creditors
      in the event of PPL becomes Insolvent.


1.5  The
      rights, powers, titles, duties, discretions and immunities of the Trustee shall
      be governed solely by this Trust Agreement and applicable state and federal
      law.


1.6  The
      Trust
      is intended to be a grantor trust, of which PPL is the grantor, within the
      meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the
      Internal Revenue Code of 1986, as amended, Sections 671-678, and any successor
      statute thereto, and shall be construed accordingly.


1.7  The
      Plans' Trust and any persons who may be entitled to benefit payments under
      the
      terms of the Plans shall not have any preferred claim on the Trust Fund.


1.8  Notwithstanding
      anything else in this Agreement to the contrary: (1) the Trustee is not a party
      to, and has, except as expressly provided herein, no duties or responsibilities
      under, the Plans; (2) PPL shall be required to certify in writing to the Trustee
      the identity of any party or person, whether or not a fiduciary named in any
      Plans, which has the power to manage and control Plan assets, and the Trustee
      shall be entitled to rely upon such certification until notified otherwise
      in
      writing by PPL; and (3) in any case in which a provision of this Agreement
      conflicts with any provision in any Plans, this Agreement shall control.
      Notwithstanding the preceding sentence, the Trustee reserves the right to seek
      a
      judicial and/or administrative determination as to its proper course of action
      under this Agreement.


1.9  The
      intent of this Trust Agreement is to provide PPL with a revocable trust that
      holds funds that may be available to pay to the Plans' Trust at any time, or
      should a Change in Control be imminent. The Trustee under this Trust Agreement
      shall have no responsibility concerning the Plans except for the requirement
      set
      forth in Paragraph 1.4. Although this Trust Agreement may be funded upon the
      occurrence of a Potential Change in Control (as defined in Paragraph 10.3),
      PPL,
      in its sole discretion, at any time, may instruct the Trustee to return all
      Trust Funds to PPL, or may revoke the Trust.





**Article
      II**


**Contributions
      to Trust Fund and Allocation to Plan Accounts**





2.1  Subject
      to the provisions of Paragraph 2.2, PPL may from time to time make, or cause
      to
      be made, such contributions to the Trust Fund of cash and/or marketable
      securities as it determines to be appropriate in its sole discretion and are
      acceptable to the Trustee, which shall be held by the Trustee for the benefit
      of
      the Plans' Trust, subject to the reservation of powers under Article X and
      the
      claims of PPL's general creditors in the event PPL becomes Insolvent. The
      Trustee shall be accountable for all such contributions, but shall have no
      duty
      to determine that the amounts thereof comply with the provisions of the Plans.


2.2  Upon
      the
      occurrence of a Potential Change in Control, the Chief Executive Officer of
      PPL
      (or his or her designee) may authorize a cash contribution to be made to the
      Trust in an amount that, in the determination of PPL, is sufficient to pay
      each
      Participant or beneficiary the benefits to which Participants or their
      beneficiaries would be entitled pursuant to the terms of the Plans as of the
      date of the Change in Control assuming each Participant terminated employment
      as
      of such date under circumstances giving rise to payment of benefits under the
      Plans or any other amount determined by PPL, in its sole discretion.


2.3  The
      Trustee shall hold the Trust Fund without distinction as to principal or income
      as a single commingled fund. The Trustee shall advise PPL of the Fair Market
      Value (as defined in Paragraph 2.4 below) of assets in the Trust Fund as of
      the
      close of each calendar year of the Trust, or at such more frequent intervals
      as
      may be mutually agreed upon between PPL and the Trustee.


2.4  For
      purposes of this Trust Agreement, "Fair Market Value" for any security shall
      be
      determined as follows:


(a)  securities
      listed on the New York Stock Exchange, the American Stock Exchange or any other
      recognized exchange shall be valued at their last sale prices on the exchange
      on
      which securities are principally traded on the valuation date (NYSE-Composite
      Transactions or AMEX-Composite Transactions prices to prevail on any security
      listed on either of these exchanges as well as on another exchange); and where
      no sale is reported for that date, the last bid price shall be
      used.


(b)  all
      other
      securities and assets shall be valued at their market values as fixed by the
      Trustee's staff regularly engaged in such activities.





**Article
      III**


**Cessation
      of Payments from**


**Trust
      Fund While Company Insolvent**


3.1  The
      Trust
      Fund shall be subject to claims of general creditors of PPL in the event PPL
      becomes Insolvent, and at any time the Trustee has actual knowledge, or has
      determined, that PPL is Insolvent, the Trustee shall deliver the Trust Fund
      to
      satisfy such claims as a court of competent jurisdiction may direct. PPL shall
      be considered "Insolvent" for purposes of this Trust Agreement if (1) PPL is
      unable to pay its debts as they become due or (2) PPL is subject to a pending
      proceeding as a debtor or a debtor in possession under the federal Bankruptcy
      Code, 11 U.S.C. 101 et
      seq. (or
      any
      successor federal statute).


3.2  At
      all
      times during the continuance of this Trust, as provided in Section 1.3 hereof,
      the principal and income of the Trust shall be subject to claims of general
      creditors of PPL under federal and state law as set forth below.


3.3  The
      Board
      of Directors and the Chief Executive Officer of PPL shall have the duty to
      inform the Trustee in writing that PPL has become Insolvent and the basis on
      which they consider PPL to be Insolvent. If a person claiming to be a creditor
      of PPL alleges in writing to the Trustee that PPL has become Insolvent, the
      Trustee shall determine whether PPL is Insolvent and, pending such
      determination, the Trustee shall be excused from compliance with any instruction
      by PPL for payment of funds to any person.


3.4  If
      the
      Board of Directors or the Chief Executive Officer of PPL informs the Trustee
      in
      writing that PPL has become Insolvent, the Trustee shall independently
      determine, within a reasonable time that in no event shall exceed sixty days
      after receipt of such notice, whether PPL is Insolvent and, pending such
      determination, the Trustee shall make no payments from the Trust Fund (unless
      otherwise required by applicable law), shall hold the Trust Fund for the benefit
      of PPL's general creditors, and shall resume payments from the Trust Fund only
      after the Trustee has determined that PPL is not Insolvent (or is no longer
      Insolvent, if the Trustee initially determined PPL to be
      Insolvent).


3.5  If
      at any
      time the Trustee has determined that PPL is Insolvent, the Trustee shall make
      no
      payments to Participants and shall hold the assets of the Trust for the benefit
      of PPL's general creditors. Nothing in this Trust Agreement shall in any way
      diminish any rights of Participants or their beneficiaries to pursue their
      rights as general creditors of PPL with respect to benefits due under the Plans
      or otherwise.


3.6  The
      Trustee shall permit payment of Trust Funds in accordance with Article IV of
      this Trust Agreement only after the Trustee has determined that PPL is not
      Insolvent (or is no longer Insolvent). If the Trustee discontinues payments
      from
      the Trust Fund and subsequently resumes such payments, the first payments
      following such discontinuance shall include the aggregate amount of all payments
      which would have been made under Article IV during the period of such
      discontinuance (together with interest based upon the daily average, as
      determined by the Trustee, of the Average Prime Rate Charged by Banks (Percent)
      as published in the Business Conditions Digest, or any successor publication,
      of
      the Social and Economic Statistics Administration, Bureau of Economic Analysis,
      of the U.S. Department of Commerce, or any successor governmental
      agency).


3.7  Except
      as
      provided in Paragraph 3.3 or 3.4, or unless the Trustee has actual knowledge
      that PPL is Insolvent, the Trustee shall have no duty to inquire whether PPL
      is
      Insolvent. The Trustee may in all events rely on such evidence concerning PPL's
      insolvency as may be a furnished to the Trustee which will give the Trustee
      a
      reasonable basis for making a determination concerning PPL's
      insolvency.


3.8  Nothing
      in this Trust Agreement shall in any way diminish any rights of a person to
      pursue his rights as a general creditor of PPL under the Plans.





**Article
      IV**


**Payments
      from Trust Fund While Company Solvent**





4.1  All
      payments from the Trust Fund while PPL is solvent shall be made by the Trustee
      only as directed by PPL.


4.2  PPL
      shall
      have the right and the power at all times to direct the Trustee to return to
      PPL
      or to divert to others any of the Trust assets, and the right and the power
      to
      revoke the Trust and amend this Trust Agreement at any time.





**Article
      V**


**Responsibilities
      of the Trustee**





5.1  The
      Trustee shall act with the care, skill, prudence and diligence under the
      circumstances then prevailing that a prudent person acting in like capacity
      and
      familiar with such matters would use in the conduct of an enterprise of a like
      character and with like aims (the "Prudent Man Standard of Care"); provided , however ,
      that
      the Trustee shall incur no liability to any person for any action taken pursuant
      to a direction, request or approval given by PPL which is contemplated by,
      and
      in conformity with, the terms of the Plan or this Trust and is given in writing
      by PPL. In the event of a dispute between PPL and another party, the Trustee
      may
      apply to a court of competent jurisdiction to resolve the dispute. The Trustee
      shall not be responsible for the title, validity or genuineness of any property
      or evidence of title thereto received by it or delivered by it pursuant to
      this
      Trust Agreement and shall be held harmless in acting upon any notice, request,
      direction, instruction, consent, certification or other instrument believed
      by
      it to be genuine and delivered by the proper party or parties. Under no
      circumstances shall the Trustee be liable for consequential, special, or
      speculative damages under the Trust Agreement even if the Trustee is advised
      as
      to the possibility thereof. It is understood and agreed that the Trustee shall
      be under no duty to take any action other than herein specified with respect
      to
      any securities or other property at any time deposited hereunder unless
      specifically agreed to by the Trustee in writing or as otherwise provided in
      this Trust Agreement. Subject to PPL's power of investment direction under
      Article X, the Trustee shall have exclusive authority and discretion to hold,
      manage, care for and protect the Trust Fund and shall have the following powers
      and discretions in addition to those conferred by law:


(a)  To
      invest
      and reinvest the Trust Fund in such equities (of any classification, including
      common and preferred stocks), fixed income, cash, cash equivalents or other
      property (real, personal or mixed) and interests in investment companies and
      investment trusts as the Trustee shall deem advisable, excluding any obligations
      or security, or other property of PPL, whether or not such investments and
      reinvestments be authorized by any state law for the investment of Trust Funds
      generally;


(b)  To
      sell,
      exchange, convey, transfer or dispose of, and also to grant options with respect
      to, any property, whether real or personal, at any time held by it by private
      contract or by public auction, for cash or upon credit, or partly for cash
      and
      partly upon credit, as the Trustee may deem best, and no person dealing with
      the
      Trustee shall be bound to see to the application of the purchase money or to
      inquire into the validity, expediency or propriety of any such sale or other
      disposition;


(c)  To
      compromise, compound and settle any debt or obligation due to or from it as
      the
      Trustee and to reduce the rate of interest thereon, to extend or otherwise
      modify, or to foreclose upon default or otherwise enforce or act with respect
      to
      any such obligation;


(d)  If
      directed by PPL, the Trustee shall vote as instructed by PPL, in person or
      by
      general or limited proxy, any stocks or other securities at any time held in
      the
      Trust Fund, at any meeting of stockholders or security holders, in respect
      to
      any business which may come before the meeting.


(e)  To
      vote,
      in person or by general or limited proxy, any stocks or other securities at
      any
      time held in the Trust Fund, at any meeting of stockholders or security holders,
      in respect to any business which may come before the meeting; to exercise any
      options appurtenant to any stocks, bonds or other securities for the conversion
      thereof into other stocks, bonds or securities; to exercise or sell any
      conversion or subscription rights appurtenant to any stocks, bonds or other
      securities at any time held in the Trust Fund, and to make any and all necessary
      payments therefor; to join in, and to approve, or to dissent from and to oppose,
      any corporate act or proceeding, including any reorganization, recapitalization,
      consolidation, merger, dissolution, liquidation, sale of assets or other action
      by or plan in respect of corporations or properties, the stocks or securities
      of
      which may at any time be held in the Trust Fund; to deposit with any committee
      or depository, pursuant to any plan or agreement of protection, reorganization,
      consolidation, sale, merger, or other readjustment, any property held in the
      Trust Fund; and to make payment from the Trust Fund of any charges or
      assessments imposed by the terms of any such plan or agreement;


(f)  To
      accept
      and hold any securities or other property received by it under the provisions
      of
      any of the subdivisions of this Article whether or not the Trustee would be
      authorized hereunder then to invest therein;


(g)  To
      borrow
      money on behalf of the Trust upon such terms and conditions as the Trustee
      shall
      deem advisable to carry out the purposes of the Trust and to pledge securities
      or other property of the Trust Fund in repayment of any such loan;


(h)  To
      enforce any right, obligation or claim in its discretion and in general to
      protect in any way the interests of the Trust Fund, either before or after
      default, and in case the Trustee shall, in its discretion, consider such action
      for the best interest of the Trust Fund, to abstain from the enforcement of
      any
      right, obligation or claim and to abandon any property, whether real or
      personal, which at any time may be held by the Trustee;


(i)  To
      make,
      execute, acknowledge and deliver any and all deeds, leases, assignments,
      transfers, conveyances and any and all other instruments necessary or
      appropriate to carry out any powers herein granted;


(j)  To
      cause
      any investments from time to time held by it hereunder to be registered in,
      or
      transferred into, its name as the Trustee or the name of its nominee or
      nominees, and with or without designation of fiduciary capacity, or to retain
      any investments unregistered or in form permitting transfer by delivery, but
      the
      books and records of the Trustee shall at all times show that all such
      investments are part of the Trust Fund;


(k)  To
      hold
      any part or all of the Trust Fund uninvested;


(l)  The
      Trustee may not invest in securities (including stock and the rights to acquire
      stock) or obligations issued by PPL or an Employer as that term is defined
      in
      the Plan, except by reason of the inclusion of such securities in a broadly
      inclusive index, mutual fund, or collective investment medium.


Notwithstanding
      anything else in this Agreement to the contrary, including, without limitation,
      any specific or general power granted to the Trustee, including the power to
      invest in real property, no portion of the Trust Fund shall be invested in
      real
      estate. For this purpose, “real estate” includes, but is not limited to, any
      direct or indirect interest in real property, leaseholds or mineral
      interests.


5.2  If
      the
      Trustee undertakes or defends any litigation arising in connection with this
      Trust, the Trustee shall act only under the Prudent Man Standard of Care, and
      PPL agrees to indemnify the Trustee against the Trustee’s costs, expenses and
      liabilities (including, without limitation, attorney’s fees and expenses)
      relating thereto and to be primarily liable for such payments if the following
      conditions are met: (a) the Trustee shall notify PPL as soon as practicable
      after it has received actual notice of litigation, or when the Trustee has
      reached a decision to undertake litigation but prior to filing a complaint
      or
      other written notice to any party or agency, and (b) the Trustee shall at all
      times afford PPL the reasonable opportunity to approve (which approval shall
      not
      be unreasonably withheld) the hiring or discharge of legal counsel and the
      settlement or other conclusion of any such litigation. If PPL does not pay
      such
      costs, expenses and liabilities in a reasonably timely manner, the Trustee
      may
      obtain payment from the Trust. In no event shall the Trustee have any liability
      or responsibility to undertake or defend any litigation unless the Trustee
      is
      reasonably assured of receiving payment of related fees and expenses. The
      Trustee shall have, without exclusion, all powers conferred on trustees by
      applicable law, unless expressly provided otherwise herein; provided , however ,
      that if
      an insurance policy is held as an asset of the Trust, the Trustee shall have
      no
      power to name a beneficiary of the policy other than the Trust, to assign the
      policy (as distinct from conversion of the policy to a different form) other
      than to a successor Trustee, or to loan to any person other than PPL the
      proceeds of any borrowing against such policy.


5.3  The
      Trustee, at the expense of the Trust or PPL, may consult with legal counsel
      (who
      prior to the occurrence of a Change in Control may also be counsel for PPL
      generally) with respect to any of its duties or obligations
      hereunder.  The
      Trustee may consult with counsel, and the Trustee shall not be deemed imprudent
      by reason of its taking or refraining from taking any action, prior to the
      occurrence of a Change in Control, in accordance with the opinion of counsel
      for
      PPL. PPL agrees to indemnify and hold the Trustee harmless from and against
      any
      loss, costs and expenses including without limitation reasonable attorneys'
      fees
      and other costs and expenses incident to any suit, action, investigation, claim
      or proceeding that the Trustee may incur in the administration of the Trust
      Fund, and this provision shall survive termination of this Trust Agreement
      and
      the Trust, provided the following conditions are met: (a) the Trustee shall
      act
      at all times under the Prudent Man Standard of Care, (b) the Trustee shall
      notify PPL as soon as practicable after it has received actual notice of the
      suit, action, investigation, claim or proceeding, and (c) the Trustee shall
      at
      all times afford PPL the reasonable opportunity to approve (which approval
      shall
      not be unreasonably withheld) the hiring or discharge of legal counsel and
      the
      settlement or other conclusion of any such matter. The Trustee shall not be
      required to give any bond or any other security for the faithful performance
      of
      its duties under this Trust Agreement, except such as may be required by any
      law
      which prohibits the waiver thereof.


5.4  The
      Trustee shall not be responsible in any manner whatsoever for the correctness
      of
      the recitals of fact herein (other than recitals of fact relating solely to
      the
      Trustee and its power and authority to enter into and perform this Trust
      Agreement) all of which have been made by PPL solely; and the Trustee shall
      not
      be responsible or accountable in any manner whatsoever for or with respect
      to
      the validity or sufficiency of this Trust Agreement and makes no representation
      with respect thereto. The Trustee shall not be responsible for the sufficiency
      of the Trust to pay the benefits contemplated by the Plans or for the use or
      application by PPL of any monies held in the Trust when disbursed in conformity
      with this Trust Agreement.


5.5  During
      the term of this Trust, all of the income received by the Trust, net of expenses
      and taxes, shall be accumulated and reinvested.


5.6  Notwithstanding
      any powers granted to the Trustee pursuant to this Trust Agreement or to
      applicable law, the Trustee shall not have any power that could give this Trust
      the objective of carrying on a business and dividing the gains therefrom, within
      the meaning of section 301.7701-2 of the Procedure and Administrative
      Regulations promulgated pursuant to the Internal Revenue Code.


5.7  The
      Trustee shall not be liable for any expense, loss, claim or amage (including
      counsel fees) suffered by the Plan or Participant arising out of or caused
      by
      any delay in, or failure of, performance by the Trustee, in whole or in part,
      arising out of, or caused by, unforseeable circumstances beyond the Trustee’s
      control, including without limitation: acts of God, interruption, delay in,
      or
      loss (partial or complete) of electrical power or external computer (hardware
      or
      software) or communication services (including access to book-entry securities
      systems maintained by Federal Reserve Bank of New York and/or any clearing
      corporation); act of civil or military authority; sabotage; natural emergency;
      epidemic; war or other government actions; civil disturbance; flood, earthquake,
      fire, other catastrophe; strike or other labor disturbance by employees of
      nonaffiliates; government, judicial, or self regulatory organization order,
      rule
      or regulation; riot; energy or natural resource difficulty or shortage; and
      inability to obtain materials, equipment, or transportation, provided, in all
      cases, the Trustee has acted under the Prudent Man Standard of Care to mitigate,
      control, and prevent losses and expenses due to such circumstances.


5.8  The
      Trustee shall have no responsibility with respect to: (i) the selection or
      monitoring of any insurance policies or insurance contracts held in the Trust
      or
      the insurers issuing such policies or contracts; or (ii) the payment of any
      premiums with respect to such policies or contracts.


5.9
      The
      duties of the Trustee shall be limited to the assets held in the Trust, and
      the
      Trustee shall have no duties with respect to assets held by any other person
      including, without limitation, any other trustee for the Plan.





**Article
      VI**


**Fees,
      Expenses and Taxes**





6.1  PPL
      shall
      pay the reasonable expenses incurred by the Trustee in or as a result of the
      performance of its duties hereunder, including reasonable fees and expenses
      for
      services rendered to the Trustee, and such compensation to the Trustee as may
      be
      agreed upon in writing from time to time between PPL and the Trustee.


6.2  If
      PPL
      fails to pay any such expenses and compensation as provided for in Paragraphs
      6.1, the Trustee shall pay them from the Trust Fund.


6.3  Any
      taxes, including personal property taxes, income taxes, transfer taxes and
      other
      taxes of any kind whatsoever that may under any existing or future laws be
      assessed against or levied upon or in respect of the Trust Fund or its assets
      or
      any interest therein shall be paid by PPL. The word "taxes" in this Article
      VI
      shall be deemed to include any interest or penalties that may be levied or
      imposed in respect to any taxes.





**Article
      VII**


**Accounts
      of the Trustee**





7.1  The
      Trustee shall keep accurate and detailed accounts of all investments, receipts
      and disbursements and other transactions hereunder, and all accounts, books
      and
      records relating thereto shall be open at all reasonable times to inspection
      and
      audit by any person or persons designated by PPL. The cost of any audit if
      requested by PPL shall be paid by PPL.


7.2  Within
      ninety (90) days following the close of each calendar year, the Trustee shall
      file with PPL a written account setting forth all investments, receipts,
      disbursements, and other transactions of the Trust Fund effected by it during
      such fiscal year including a description of all securities and investments
      purchased and sold, with the cost or net proceeds of such purchases or sales,
      and showing all cash, securities and other property held, including values
      at
      the end of such calendar year.


7.3  Upon
      the
      expiration of one hundred eighty days following the filing as above provided
      of
      such account, such account shall be considered as final and binding upon PPL,
      its subsidiaries, directors, former directors, Participants, employees, former
      employees, retired employees, their beneficiaries, and the Trustee, as if
      settled by a court of competent jurisdiction, and the Trustee shall be forever
      released and discharged from any liability or accountability to anyone in
      connection with or arising or resulting from any of the acts or transactions
      shown therein, except with respect to such acts or transactions as to which
      PPL
      shall within such one hundred eighty day period file with the Trustee written
      objections or which involve manifest error, gross negligence, willful misconduct
      or fraud.


7.4  Accounts
      of the Trustee need only be settled with PPL. Subject to any express provision
      of applicable law as may be in effect from time to time to the contrary, no
      other person or party shall be entitled to any accounting by the
      Trustee.


7.5  Nothing
      contained in this Trust Agreement shall, however, preclude the Trustee from
      having any of its accounts settled by a court of competent jurisdiction. In
      any
      action or proceeding for settlement of the accounts of the Trustee or concerning
      administration of the Trust Fund, PPL and the Trustee shall be the only
      necessary parties thereto. To the extent provided by law, service of any notice
      or process upon PPL shall be deemed for all purposes service upon PPL's
      subsidiaries, directors, former directors, Participants, employees, former
      employees, and retired employees of PPL, and their beneficiaries and any final
      judgment in any such action or proceeding shall be binding and conclusive on
      PPL, employees, former employees, directors, former directors and retired
      employees of PPL and their beneficiaries and the Trustee.





**Article
      VIII**


**Resignation
      or Removal of the Trustee**





8.1  The
      Trustee may be removed by PPL to the extent provided in Article X at any time
      upon sixty days notice in writing. The Trustee shall have the right to resign
      at
      any time by giving sixty days notice in writing to PPL, provided that such
      resignation shall not become effective until a successor trustee has accepted
      its appointment. Upon such removal or notice of resignation of the Trustee,
      provided the Trust is not revoked, PPL shall appoint and designate a successor
      Trustee, which shall be a corporate trustee qualified to conduct trust business
      in Pennsylvania, which is independent of and not subject to control by PPL.
      Such
      successor trustee shall qualify as such by delivering a written acceptance
      of
      the trust to PPL and the retiring Trustee, and thereupon all the provisions
      hereof shall relate and be applicable to such successor Trustee. Until the
      effective date of the assumption by the successor Trustee of its duties under
      this Trust Agreement, the retiring Trustee shall continue to function and be
      bound hereunder as trustee hereof. Upon receipt of such written acceptance
      the
      retiring Trustee shall forthwith file with PPL a written account of its acts
      in
      the same form as its annual account above provided for in Article VII from
      the
      date of its last annual account to the date of the acceptance of the Trust
      by
      the successor trustee and settlement of such account shall be accomplished
      as in
      Article VII. Upon the filing of such account, the retiring Trustee shall
      transfer and deliver the Trust Fund to the successor Trustee but shall be
      entitled to reserve therefrom and hold such assets as it may reasonably deem
      necessary to provide for any and all expenses and payments properly chargeable
      against the Trust Fund or for which the Trust Fund may be liable or to which
      the
      retiring Trustee may be entitled by way of fees and expenses in the settlement
      of its account. If the assets so withheld are insufficient or excessive for
      such
      purposes, the retiring Trustee shall be entitled to reimbursement for any
      deficiency out of the Trust Fund from the successor Trustee, or shall deliver
      the excess to the successor Trustee, as the case may be. To the extent permitted
      by law, upon the transfer of the Trust Fund as above provided and the settlement
      of its account, the retiring Trustee's previous annual accounts having been
      settled as provided in Article VII, the retiring Trustee shall thereupon be
      discharged from any further duty, obligation or responsibility with respect
      to
      the operation of the Trust Fund or any matter connected therewith prior to
      the
      delivery of said written acceptance except matters which relate to manifest
      error, gross negligence, willful misconduct or fraud.


8.2  If
      the
      Trustee resigns or is removed, a successor shall be appointed, in accordance
      with Section 8.1 hereof, by the effective date of resignation or removal under
      Section 8.1. If no such appointment has been made, provided PPL has not revoked
      the Trust, the Trustee may apply to a court of competent jurisdiction for
      appointment of a successor or for instructions. All expenses of the Trustee
      in
      connection with the proceeding shall be allowed as administrative expenses
      of
      the Trust.





**Article
      IX**


**Action
      of PPL**





Any
      action of PPL pursuant to any of the provisions of this Trust Agreement shall
      be
      evidenced by a written notice or direction to such effect over the signature
      of:
      i) any officer or ii) other representative of PPL who shall have been certified
      to the Trustee by the President, Treasurer or Secretary of PPL as having such
      authority. The Trustee shall be fully protected in acting in accordance with
      such notices or directions. All communications from PPL to the Trustee shall
      be
      in writing, signed by the person designated as having such authority as PPL
      shall certify to the Trustee, and the Trustee shall act and be fully protected
      in acting in accordance with such communications.





**Article
      X**


**Reservation
      of Powers**


10.1  PPL
          expressly reserves the powers to:
 (a)  remove
          the Trustee;
 (b)  direct
          the investment and reinvest-ment of the principal and income of the Trust
          Fund;
          it shall be the duty of the Trustee to act strictly in accordance with
          such
          invest-ment directions, and any changes therein, as so communicated to
          the
          Trustee from time to time in writing. To  the
          maximum extent permitted by law, the Trustee shall have no duty or
          responsibility (i) to advise with respect to, or inquire as to the propriety
          of,
          any such investment direction or (ii) for any investment decisions made
          with
          respect to the Trust by PPL. In the absence of investment direction, the
          Trustee
          shall invest Trust assets in any manner permitted under Section
          5.1.
 10.2  PPL
          expressly reserves the powers to:
 (a)  modify,
          alter, amend, terminate or revoke, in whole or in part, this Trust Agreement
          and
          the trust hereby created to any extent and in any respect deemed advisable
          by
          PPL, through an action of PPL that is in writing duly executed and acknowledged
          and delivered to the Trustee; provided  however ,
          that
          the rights, duties, powers, liabilities or immunities of the Trustee hereunder
          shall not be changed without its written consent, except as provided upon
          the
          Trustee's removal in Article VIII;
 (b)  withdraw
          from the Trust Fund any property forming a part of the Trust Fund, any
          such
          withdrawal shall be considered a revocation of this Trust solely with respect
          to
          such property;
 (c)  reallocate
          amounts among Plan Accounts in the Trust Fund;
 (d)  require
          the Trustee to furnish such information as may be reasonably requested
          in regard
          to the operations of the Trust Fund and the investment thereof;
 (e)  contribute
          to the Trust Fund property other than cash or marketable securities to
          the
          extent not expressly prohibited by the Plans or within the terms of this
          Trust,
          if acceptable to the Trustee.
 10.3  For
          purposes of this Trust Agreement, a Change in Control shall be deemed to
          have
          occurred
 (a)  if
          one of
          the following events occurs:
 (I)
          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 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 the Company) whose appointment or election
          by
          the Board of Directors or nomination for election by the Company'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;
 (II)
          any
          Person becomes the Beneficial Owner, as defined below, directly or indirectly,
          of securities of the Company representing 20% or more of the combined voting
          power of the Company's then outstanding securities entitled to vote generally
          in
          the election of directors;
 (III)
          there is consummated a merger or consolidation of the Company or any direct
          or
          indirect subsidiary of the Company with any other corpora-tion or other
          entity,
          other than (I) a merger or con-solidation which would result in the voting
          securities of the Company outstanding immediately prior to such merger
          or
          consolidation contin-uing 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 the Company or any
          subsidiary of the Company, at least 60% of the combined voting power of
          the
          securi-ties of the Company or at least 60% of the combined voting power
          of the
          securi-ties of such surviving entity or any parent thereof outstanding
          immediately after such merger or consolidation; or (II) a merger or
          consolidation effected to implement a recapitalization of the Company (or
          similar transaction) in which no Person is or becomes the Beneficial Owner,
          directly or indirectly, of securities of the Company (excluding in the
          securities Beneficially Owned by such Person any securities acquired directly
          from the Company or its Affiliates) representing 20% or more of the combined
          voting power of the Company's then outstanding securities;
 (IV)
          the
          shareowners of the Company approve a plan of complete liquidation or dissolution
          of the Company; or
 (V)
          the
          Board of Directors adopts a resolution to the effect that a "Change in
          Control"
          has occurred or is anticipated to occur.
 (b)  For
          purposes of this Trust Agreement, a "Potential Change in Control" shall
          be
          deemed to have occurred if the event set forth in any one of the following
          paragraphs shall have occurred:
 (I)
          the
          Company enters into an agreement, the consummation of which would result
          in the
          occurrence of a Change in Control;
 (II)
          the
          Company or any Person publicly announces an intention to take or to consider
          taking actions which if consummated would constitute a Change in
          Control;
 (III)
          the
          Board of Directors adopts a resolution to the effect that, for purposes
          of this
          Agreement, a Potential Change in Control has occurred; or
 (IV)
          any
          Person is or becomes the Beneficial Owner, directly or indirectly, of securities
          of the Company representing 5% or more of the combined voting power of
          the
          Company's then outstanding securities entitled to vote generally in the
          election
          of directors.
 Notwithstanding
          the foregoing, a "Potential Change in Control" shall not be deemed to occur
          if
          (i) a Person acquired such beneficial ownership of 5% or more of the Company's
          outstanding common shares but less than 20% and such Person has reported
          or is
          required to report such ownership on Schedule 13G under the Securities
          Exchange
          Act of 1934 (the "Exchange Act") (or any comparable or successor report);
          (ii) a
          Person acquired such beneficial ownership of 5% or more of the Company's
          outstanding common shares and such Person has reported or is required to
          report
          such ownership under Schedule 13D under the Exchange Act (or any comparable
          or
          successor report), which Schedule 13D does not state any intention to or
          reserve
          the right to control or influence the management or policies of the Company
          or
          engage in any of the actions specified in Item 4 of such Schedule (other
          than
          the disposition of the common shares) and, within 10 business days of being
          requested by the Company to advise it regarding the same, certifies to
          the
          Company that such Person acquired common shares amounting to 5% or more
          of the
          Company's outstanding common shares inadvertently and who or which, together
          with all Affiliates thereof, thereafter does not acquire additional common
          shares while the Beneficial Owner, as such term is defined in or used by
          Regulation 13D-G as promulgated under the Exchange Act, of 5% or more of
          the
          common shares then outstanding; provided, however, that if the Person requested
          to so certify fails to do so within 10 business days, then a Potential
          Change in
          Control shall be deemed to have occurred immediately after such 10-Business-Day
          period; or (iii) any Person who becomes the Beneficial Owner of 5% or more
          of
          the common shares then outstanding due to the repurchase of common shares
          by the
          Company unless and until such Person, after becoming aware that such Person
          has
          become the Beneficial Owner of 5% or more of the common shares then outstanding,
          acquires beneficial ownership of additional common shares representing
          1% or
          more of the common shares then outstanding.
 (c)  For
          purposes of this Paragraph 10.3:
 "Beneficial
          Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange
          Act;
          and "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, except that
          such
          term shall not include (i) PPL or any of its subsidiaries, (ii) a trustee
          or
          other fiduciary holding securities under an employee benefit plan of PPL
          or any
          of its Affiliates (as defined in Rule 12b-2 promulgated under Section 12
          of the
          Exchange Act), (iii) an underwriter temporarily holding securities pursuant
          to
          an offering of such securities, or (iv) a corporation owned, directly or
          indirectly, by the stockholders of PPL in substantially the same proportions
          as
          their ownership of stock of PPL.
 10.4  The
          Board
          of Directors or the Chief Executive Officer may notify the Trustee in writing
          as
          promptly as practicable following the occurrence of a Change in Control
          or
          Potential Change in Control, and the Trustee shall not be charged with
          knowledge
          of such Change in Control or Potential Change in Control in the absence
          of
          written notification.





**Article
      XI**


**Surplus
      Plan Accounts and Termination of Trust**





Unless
      the Trust is terminated or revoked under Article X, the Trust shall not
      terminate until the date that the Plans' Trust terminates.





**Article
      XII**


**Merger
      or Consolidation of the Trustee**





Any
      corporation into which the Trustee may be merged or with which it may be
      consolidated, or any corporation resulting from any merger, reorganization
      or
      consolidation to which the Trustee may be a party, or any corporation to which
      all or substantially all of the trust business of the Trustee may be transferred
      shall be the successor of the Trustee hereunder without the execution or filing
      of any instrument or the performance of any further act; provided that in case
      of any such transfer of trust business the transferee corporation shall file
      with PPL written acceptance of the Trust hereby created.





**Article
      XIII**


**Miscellaneous**





13.1  This
      Trust Agreement, as amended from time to time, shall be administered, construed
      and enforced according to the laws of the Commonwealth of Pennsylvania and
      in
      courts situated in that Commonwealth. The situs of the Trust shall be Lehigh
      County, Pennsylvania.


13.2  This
      Trust Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original, and said counterparts shall constitute but one
      and
      the same instrument.


13.3  Nothing
      in this Trust Agreement shall require PPL to retain any employee in its service
      or the service of any of its subsidiaries.


13.4  The
      Trustee by joining in the execution of this Trust Agreement hereby signifies
      its
      acceptance of the Trust hereby created.


13.5  Notwithstanding
      anything in this Trust Agreement to the contrary, this Trust shall terminate
      no
      later than twenty one years after the death of the last survivor in being upon
      the cessation of PPL's powers under Article X of the class consisting of the
      persons entitled to receive benefits under the Plans.


13.6  No
      attempt by any person entitled to benefits under the Plans to assign, alienate,
      anticipate, sell, transfer, pledge, encumber or place a charge upon any benefit
      or any installment thereof shall be recognized by the Trustee, nor shall the
      Trustee recognize any such attempt to attach or garnish or otherwise subject
      the
      Trust Fund or any benefit or any installment thereof to legal process, except
      as
      the Trustee may be required to do by law.


13.7  Any
      provision of this Trust Agreement prohibited by law shall be ineffective to
      the
      extent of any such prohibition, without invalidating the remaining provisions
      hereof.


13.8  This
      Trust Agreement shall be binding upon any successors or assigns of PPL and
      any
      transferee(s) of all or substantially all of PPL's assets.


13.9  Any
      notice to the Trustee shall be sent to the following:




Wachovia
      Bank, N.A.


Attn: Heather E. Lineaweaver


600 Penn Street, 1 st Floor
      PA6450


Reading, PA 19602





Any notice to PPL shall be sent to
      the





PPL
      Corporation


Attn: James E.
      Abel


Two North Ninth
      Street


Allentown,
      Pennsylvania 18101





Either
      party hereto may designate a new representative for the purpose of receiving
      notices by notifying the other party in writing of the name and address of
      such
      new representative.





IN
      WITNESS WHEREOF, this Trust Agreement has been duly executed by the authorized
      officers of the parties hereto.





PPL
                  CORPORATIONATTEST:By:Name:James
                  E.
                  AbelTitle:Vice
                  President-Finance and TreasurerDate:
 
 
 
 WACHOVIA
                  BANK, N.A. AS TRUSTEEATTEST:By:Name:Title:Date: