Exhibit
      10(d)
































**TRUST
      AGREEMENT**





**Between**





**PPL
      CORPORATION**





**And**





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








**PPL
      EMPLOYEE CHANGE IN CONTROL AGREEMENTS TRUST**





**TABLE
      OF CONTENTS**








**ARTICLE**





I
            Establishment,
                Purpose and Nature of Trust FundII
            Contributions
                to Trust Fund and Allocation to Plan AccountsIII
            Cessation
                of Payments from Trust Fund While Company InsolventIV
            Payments
                from Trust Fund While Company SolventV
            Responsibilities
                of the TrusteeVI
            Fees,
                Expenses and TaxesVII
            Accounts
                of the TrusteeVIII
            Resignation
                or Removal of the TrusteeIX
            Action
                of PPL or the Accounting PartyX
            Reservation
                of PowersXI
            Surplus
                Plan Accounts and Termination of TrustXII
            Merger
                or Consolidation of the TrusteeXIII
            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 change in control agreements with 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 agreements or plans; 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
      it may from time to time designate under Article X of this Trust Agreement
      (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


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
      EMPLOYEE CHANGE IN CONTROL AGREEMENTS 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 by PPL; provided, however ,
      that it
      shall be irrevocable upon a Change in Control, as defined in Paragraph
      10.3.


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 benefits
      in
      accordance with the terms of the Plans. The Trustee shall pay all benefits
      as
      they become due and payable pursuant to the Plans in accordance with Article
      III
      and Article IV to the extent there are sufficient funds in the Trust to do
      so.
      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
      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. Persons who may
      be
      entitled to benefit payments under the terms of the Plans shall have no greater
      right or status than an unsecured creditor of PPL with respect to such
      amounts.


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
      terms
      of the Plans shall govern the amount, form and timing of benefit payments to
      which a Participant is entitled under the Plans. The Trustee shall have no
      right
      or obligations with respect to any of the provisions of the Plans except as
      provided in this Trust Agreement.





**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 Participants covered by each respective Plan, subject to the reservation
      of
      powers under Paragraphs 10.1 and 10.2 of 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. PPL shall designate
      the Plan Account or Accounts as defined in Paragraph 2.3 to which each
      contribution shall be allocated and the amount of such contribution to be
      allocated to each such Plan Account.


2.2  Upon
      the
      occurrence of a Potential Change in Control (as defined in Paragraph 10.3),
      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 equal to the 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 Potential Change in
      Control assuming each Participant terminated employment as of such date under
      circumstances giving rise to payment of benefits under the Plans. After a Change
      in Control, the Trustee may compel any contribution that is required under
      the
      Trust. Within 60 days following the end of each Plan year ending after a Change
      in Control has occurred, PPL shall be required to irrevocably deposit additional
      cash or other property to the Trust in an amount sufficient and to the extent
      necessary, to pay each Participant or beneficiary the benefits payable pursuant
      to the terms of the Plans as of the close of the Plan years.


2.3  The
      Trustee shall hold the Trust Fund without distinction as to principal or income
      as a single commingled fund, but for bookkeeping purposes shall maintain a
      separate account (hereinafter called a "Plan Account" or an "Account")
      reflecting the interest of each Plan in the Trust Fund. Each Plan Account shall
      consist of contributions to and payments from the Trust Fund which are allocable
      to each such Plan, and the earnings thereon, less disbursements therefrom
      attributable to the interest of each Plan in the entire Trust Fund. The Trustee
      shall advise the Accounting Party (as defined in Paragraph 2.4 below) of the
      Fair Market Value (as defined in Paragraph 2.5 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 the Accounting Party
      and the Trustee, among the Plan Accounts based upon the actual return of each
      Plan Account.


2.4  For
      purposes of this Trust Agreement, the Accounting Party is PPL prior to the
      occurrence of a Change in Control, and after the occurrence of a Change in
      Control, in lieu of PPL, a committee composed of three members appointed by
      the
      Board of Directors of PPL prior to the occurrence of a Change in Control. Any
      vacancy on the committee after the occurrence of a Change in Control (arising
      for any reason, including the failure of the Board of Directors of PPL to
      appoint three members willing to serve on the committee or the death or
      resignation of any member) will be filled by an employee or former employee
      of
      PPL with an accrued benefit under any of the Plans designated by the remaining
      members or member of the committee, who is willing to serve as a member of
      the
      committee. If the remaining members of the committee cannot agree on a new
      member or there are no members of the committee (for any reason, including
      the
      failure of the Board of Directors of PPL to appoint prior to the occurrence
      of a
      Change in Control any person who is willing to serve on the committee or the
      death or resignation of all members) any vacancy after the occurrence of a
      Change in Control shall be filled by the Participant with the largest accrued
      benefit under the Plans and who is willing to serve as a member. If at any
      time
      after an occurrence of a Change in Control, there are no members of the
      committee willing or able to serve, the determination as to the Participant
      with
      the largest accrued benefit under the Plans shall be made by the Trustee. In
      the
      event that there are less than three persons who are willing to serve as
      members, the committee shall consist of the number of such persons who are
      willing to serve as members.


2.5  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 benefits or funds to Participants, their beneficiaries
      or
      any other 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 benefits to Participants 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
      payment's which would have been made to Participants 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), less the aggregate amount of payments made to any such
      persons by or on behalf of PPL in lieu of the payments provided for in Article
      IV during any such period of discontinuance.


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 to such persons who at any time prior to the occurrence of a Change in
      Control were employees of PPL, or any of its subsidiaries, and, in such manner,
      at such times, and in such amounts as required by the terms of each respective
      Plan in effect when such payment is made or, if such payment is made after
      a
      Change in Control occurs, as required by the terms of each respective Plan
      in
      effect when any such Change in Control occurs.


4.2  Immediately
      preceding the occurrence of a Change in Control, PPL shall deliver to the
      Trustee: a) a schedule (the "Payment Schedule") that indicates the amounts
      payable in respect of each Participant, that provides a formula or other
      instructions acceptable to the Trustee for determining the amounts so payable,
      the form in which such amount is to be paid (as provided for or available under
      the Plans), and the time of commencement for payment of such amounts, and b)
      copies of all then current Plans and any subsequent amendments thereto. Except
      as otherwise provided herein, the Trustee shall make payments to the
      Participants in accordance with such Payment Schedule. The Trustee shall make
      provision for the reporting and withholding of any federal, state or local
      taxes
      that may be required to be withheld with respect to the payment of benefits
      pursuant to the terms of the Plans and shall pay amounts withheld to the
      appropriate taxing authorities or determine that such amounts have been
      reported, withheld and paid by PPL.


4.3  PPL
      hereby agrees that the Accounting Party (as defined in Section 2.4) shall have
      the exclusive responsibility, and the Trustee shall not have any responsibility
      or duty under this Trust Agreement for determining that any change in the
      Payment Schedule is in accordance with the terms of the Plan and applicable
      law,
      including without limitation, the amount, timing or method of payment and the
      identity of each person to whom such payments shall be made. The Trustee shall
      have no responsibility or duty to determine the tax effect of any payment or
      to
      see to the application of any payment.


4.4  The
      entitlement of a Participant to benefits under the Plans shall be determined
      under the Plans, and any claim for such benefits shall be considered and
      reviewed under the procedures, if any, set out in the Plans.


4.5  Notwithstanding
      anything contained in Paragraph 4.1, PPL may make payment of benefits directly
      to Participants as they become due under the terms of the Plans. PPL shall
      notify the Trustee of its decision to make payment of benefits directly prior
      to
      the time amounts are payable to Participants. In addition, if the principal
      of
      the Trust, and any earnings thereon, are not sufficient to make payments of
      benefits in accordance with the terms of the Plans, PPL shall make the balance
      of each such payment as it falls due. The Trustee shall notify PPL where
      principal and earnings are not sufficient. The Trustee shall have no
      responsibility to inquire whether payments have been made pursuant to the Plans
      in question.


4.6  In
      no
      event shall the Trustee knowingly cause any payment or distribution to be made
      from the Trust Fund pursuant to the terms of any Plan for any purpose in an
      amount which is in excess of the then current balance of the Plan Account (as
      defined in Section 2.3) attributable to that Plan.


4.7  After
      the
      occurrence of a Change in Control, if a Participant does not receive a payment
      that the Participant believes he or she has become entitled to under any Plan,
      he or she shall notify the Trustee of such entitlement. Within thirty (30)
      days
      of its receipt of such notice, the Trustee shall determine whether the terms
      of
      the Plan dictate that the Participant is entitled to a payment. If the Trustee
      determines that a payment is required, the Trustee shall make the payment to
      the
      Participant as soon as practicable, but in no event shall the payment be made
      later than thirty (30) days after the expiration of the initial thirty-day
      period. The Trustee shall provide PPL with written confirmation of the fact
      and
      amount of such payment after it is made. The Trustee's decision shall be final
      and binding, and the Participant shall be notified of the decision in writing
      within ten (10) days. The notice shall include specific reasons for the
      decision, including specific references to the pertinent Plan provisions on
      which the decision is based, and shall be written in a manner calculated to
      be
      understood by the Participant. The provisions of this Paragraph 4.7 shall apply
      only after the occurrence of a Change in Control. The Trustee may rely upon
      direction from the Accounting Party in making such determinations.


4.8  The
      Trustee shall not be liable for any payment made in good faith without actual
      notice or knowledge of the changed condition or status of any recipient thereof.
      If the Trustee has responsibility for benefit payments and if any payment is
      not
      claimed, the Trustee shall retain the payment as part of the Trust
      Fund.


4.9  Except
      as
      provided in this Article IV, after the Trust has become irrevocable, PPL shall
      have no right or power to direct the Trustee to return to PPL or to divert
      to
      others any of the Trust assets before all payments of benefits have been made
      to
      Participants and their beneficiaries pursuant to the terms of the Plans and
      all
      expenses of the Trust have been paid. At any time prior to the Trust becoming
      irrevocable, however, PPL shall have the right or power to direct the Trustee
      to
      return to PPL any of the assets of the Trust.





**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
      Trustee shall incur no liability to any person for any action taken pursuant
      to
      a direction, request or approval given by PPL or the Accounting Party which
      is
      contemplated by, and in conformity with, the terms of the Plan or this Trust
      and
      is given in writing by PPL or the Accounting Party. In the event of a dispute
      between PPL and a 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
      the Accounting Party'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 the Accounting Party, Trustee shall vote as instructed by Accounting
      Party, 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) theTrustee shall notify the Accounting Party 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 the Accounting Party 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. Subject to the foregoing, the
      Trustee shall have the exclusive authority:


(a)  to
      retain
      an actuary to calculate the amount of any benefit payments due pursuant to
      Paragraph 1.4 of Article I; and


(b)  to
      do all
      acts which the Trustee may deem necessary or proper and to exercise any and
      all
      of the powers of the Trustee under this Trust Agreement upon such terms and
      conditions as to the Trustee may seem in the best interests of the Trust
      Fund.


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 the Accounting Party 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 the Accounting Party 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  Trustee,
      at the reasonable and prudent expense of the Trust or PPL, may hire agents,
      accountant, actuaries, investment advisors, financial consultants or other
      professionals to assist it in performing any of its duties or obligations
      hereunder.  The
      Trustee shall be entitled, as it may deem appropriate from time to time, to
      require of PPL such certifications and proofs of facts or other information
      and/or cooperation as shall permit the Trustee to perform its duties or to
      exercise the powers granted the Trustee under this Trust Agreement and shall
      be
      entitled to rely thereon.


5.5  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.


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


5.7  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.


5.8  The
      Trustee shall not be liable for any expense, loss, claim or damage (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, Trustee has acted under the Prudent Man Standard of Care to mitigate,
      control, and prevent losses and expenses due to such circumstances.


5.9  The
      Trustee is not a party to, and has no duties or responsibilities under, the
      Plan
      other than those that may be expressly contained in this Trust Agreement. In
      any
      case in which a provision of this Trust Agreement conflicts with any provision
      in the Plan, this Trust Agreement shall control. The Trustee shall have no
      duties, responsibilities or liability with respect to the acts or omissions
      of
      any prior or successor trustee.


5.10  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.


5.11
      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. The Accounting
      Party may request the Trustee to perform a recordkeeping service with respect
      to
      property held by others and not otherwise subject to the terms of this Trust
      Agreement. To the extent the Trustee shall agree to perform this service, its
      sole responsibility shall be to accurately reflect information on its books
      which it has received from an authorized party.





**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. After
      the
      occurrence of a Change in Control, the compensation of the Trustee shall be
      determined by the application of the current rates then charged by the Trustee
      for the provision of the types of investment and trustee services contemplated
      in this Trust Agreement to trusts of a similar character and size.


6.2  PPL
      shall
      pay the reasonable expenses incurred by the Accounting Party, if other than
      PPL,
      in or as a result of the performance by its members of their duties hereunder.
      Such expenses shall include but not be limited to the cost of travel as well
      as
      the cost of any communications with the Trustee or Participants. PPL shall
      also
      pay to the Accounting Party, if other than PPL, such compensation as may be
      provided for by resolution of the Board of Directors of PPL prior to the
      occurrence of a Change in Control.


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


6.4  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.


6.5  To
      the
      extent the Accounting Party has provided necessary information to the Trustee,
      the Trustee shall be responsible for any necessary withholding and reporting
      of
      federal taxes related to the payment of benefits pursuant to the terms of the
      Plan and shall pay amounts withheld to the appropriate taxing authorities.
      In
      addition, to the extent the Accounting Party has provided necessary information
      to the Trustee, the Trustee shall use reasonable efforts to assist such
      Accounting Party with respect to any “Tax Obligations.” The term “Tax
      Obligations” means the responsibility for payment of taxes, withholding,
      certification and reporting requirements, claims for exemptions or refund,
      interest, penalties and other related expenses of the Trust, including but
      not
      limited to the requirements set forth in this Article VI. Notwithstanding the
      foregoing, the Trustee shall have no responsibility or liability for any Tax
      Obligations now or hereafter imposed on PPL or the Trust by any taxing
      authorities, domestic or foreign, except as provided by applicable law. To
      the
      extent the Trustee is responsible under any applicable law for any Tax
      Obligation, the Accounting Party shall inform the Trustee of all Tax
      Obligations, shall direct the Trustee with respect to the performance of such
      Tax Obligations. All such Tax Obligations shall be paid from the Trust unless
      paid by PPL.





**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 the Accounting Party. The cost
      of
      any audit if requested by the Accounting Party shall be paid by
      PPL.


7.2  Within
      ninety (90) days following the close of each calendar year, the Trustee shall
      file with the Accounting Party and PPL, if different, 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 the
      Accounting Party, 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 the Accounting Party 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 the Accounting Party. 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, the Accounting Party and the Trustee shall
      be
      the only necessary parties thereto. To the extent provided by law, service
      of
      any notice or process upon the Accounting Party 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 the Accounting Party, 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 the Accounting Party 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 the
      Accounting Party, 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, the
      Accounting Party 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 the
      Accounting Party 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 the Accounting Party 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 or the Accounting Party**





9.1  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.


9.2  Any
      action of the Accounting Party pursuant to provisions of this Trust Agreement
      shall be evidenced by a written notice or direction to such effect over the
      signature of any one or more members of the Accounting Party. Prior to the
      occurrence of a Change in Control, the President, Treasurer or Secretary of
      PPL
      shall advise the Trustee of the name or names of the person or persons who
      will
      serve as members of the Accounting Party after the occurrence of such Change
      in
      Control. After such Change in Control, current members of the Accounting Party
      shall advise the Trustee of the name or names of any new person or persons
      serving as members of the Accounting Party.


9.3  All
      communications from the Accounting Party to the Trustee shall be in writing,
      signed by the person designated as having such authority as PPL or member of
      the
      Accounting Party shall certify to the Trustee, and the Trustee shall be fully
      protected in acting in accordance with such communications.


9.4  PPL
      shall
      furnish the Trustee with a written list of the names, signatures and extent
      of
      authority of all persons constituting the Accounting Party as defined in Section
      2.4. The Trustee shall be entitled to rely on and shall be fully protected
      in
      acting upon direction from such person until notified in writing by PPL, as
      appropriate, of a change in the make up of the Accounting
      Party.





**Article
      X**


**Reservation
      of Powers**





10.1  The
      Accounting Party expressly reserves the powers to:


(a)  remove
      the Trustee;


(b)  direct
      the investment and reinvestment of the principal and income of the Trust Fund;
      it shall be the duty of the Trustee to act strictly in accordance with such
      investment 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 or the Accounting Party. In the absence of
      investment direction by the Accounting Party, the Trustee shall invest Trust
      assets in any manner permitted under Section 5.1; and


(c)  following
      the occurrence of a Change in Control, modify, alter or amend this Trust
      Agreement, provided that no such modification, alteration or amendment may
      directly or indirectly (i) affect any Participant's entitlement to receive
      benefit payments under any Plan or under this Trust Agreement or the amount,
      form or timing of such benefit payments, (ii) alter the relative funding levels
      of the Plan Accounts, (iii) alter the method of allocation of Trust Fund
      earnings and losses among the Plan Accounts, (iv) eliminate the requirement
      under this Trust Agreement of separate accounting for the interests of each
      Plan
      in the Trust Fund, (v) impair or otherwise affect any claims which general
      creditors of PPL may have with respect to the Trust Fund in the event of PPL
      becomes Insolvent, (vi) change the rights, duties, powers, liabilities or
      immunities of the Trustee hereunder without the Trustee's written consent,
      except as provided upon the Trustee's removal in Article VIII, (vii) eliminate
      the restrictions set forth in this subparagraph 10.1(c), or (viii) confer upon
      the Trustee or any other person, directly or indirectly, the power or authority
      to effect any result prohibited under clauses (i)-(vii) of this subparagraph
      10.1(c). No provision of this Trust Agreement may be amended by PPL in any
      manner adverse to Participants following a Change in Control.


10.2  Subject
      to the provisions of Paragraphs 10.1 and 10.3 of this Article X, PPL expressly
      reserves the powers to: (a)  modify,
        alter, amend, terminate or revoke 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)  add
        to or
        delete from Appendix A one or more nonqualified deferred compensation plans
        or
        agreements for PPL's or its subsidiaries employees;
 (f)  add
        to or
        delete from Appendix A one or more individual employment agreements with
        employees of PPL or any of its subsidiaries; and
 (g)  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  The
        right
        of PPL to exercise the powers reserved to it under Paragraph 10.2 of this
        Article shall expire upon the occurrence of a Change in Control. 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, 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 corporation or other entity,
        other than (I) a merger or consolidation which would result in the voting
        securities of the Company outstanding immediately prior to such merger or
        consolidation continuing to represent (either by remaining outstanding or
        by
        being converted into voting securities of the surviving entity or any parent
        thereof), in combination with the ownership of any trustee or other fiduciary
        holding securities under an employee benefit plan of the Company or any
        subsidiary of the Company, at least 60% of the combined voting power of the
        securities of the Company or at least 60% of the combined voting power of
        the
        securities of such surviving entity or any parent thereof outstanding
        immediately after such merger or consolidation; or (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)
        PPL
        enters into an agreement, the consummation of which would result in the
        occurrence of a Change in Control;
 (II)
        PPL
        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 PPL representing 5% or more of the combined voting power of PPL'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.
 (d)
        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 or any Participant 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.
 10.5  The
        Trustee is not a party to any Plan except insofar as the Trustee has assumed
        duties under a Plan as specifically provided in this Trust Agreement. PPL
        retains the right to amend any provision of any Plan to the extent provided
        for
        in such Plan, including provisions relating to the Trustee; provided, however,
        that the allocation of responsibilities to the Trustee shall not be amended,
        altered or modified without the prior written consent of the Trustee, and
        no
        amendment to any Plan shall allocate responsibilities between the Trustee
        and
        PPL in a manner inconsistent with the terms of this Trust
        Agreement.








**Article
      XI**


**Surplus
      Plan Accounts and Termination of Trust**





11.1  If
      this
      Trust Agreement is terminated under Article X with respect to any Plan at a
      time
      when there is a Plan Account attributable to such Plan or if the Trustee
      determines that certain amounts attributable to a Plan Account will not be
      required to make benefit payments under the Plan for which such Plan Account
      is
      maintained, the value of the Plan Account or portion thereof attributable to
      such Plan shall be allocated in the Trustee's discretion among the remaining
      Plan Accounts in a way that the Trustee believes best maximizes benefit payments
      under Article IV.


11.2  Unless
      the Trust is revoked under Article X, the Trust shall not terminate until the
      date on which no person is or will ever be entitled to benefit payments under
      the Plans. Any assets remaining in the Trust shall be returned to PPL upon
      revocation or termination of the Trust.





**Article
      XII**


**Merger
      or Consolidation of the Trustee**





12.1  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 Plan 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, 1stFloor PA6450
                Reading,
                  PA 19602Any
                  notice to PPL shall be sent to thePPL
                  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. An Accounting Party other than PPL shall notify both PPL
      and
      Trustee of the name and address of its designated representative authorized
      from
      time to time to receive notices.





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:





**APPENDIX
      A**








**Name
                of Plan**
            **Designated**
              **Hereunder**
              **Effective**Robert
                J. Grey Severance Agreement of March 1, 2007
            March
                1, 2007James
                H. Miller Severance Agreement of March 1, 2007
            March
                1, 2007William
                H. Spence Severance Agreement of March 1, 2007
            March
                1, 2007Paul
                Farr Severance Agreement of March 1, 2007
            March
                1, 2007James
                E. Abel Severance Agreement of March 1, 2007
            March
                1, 2007Joanne
                H. Raphael Severance Agreement of March 1, 2007
            March
                1, 2007Paul
                E. Russell Severance Agreement of March 1, 2007
            March
                1, 2007Joseph
                R. Schadt Severance Agreement of March 1, 2007
            March
                1, 2007Ronald
                Schwarz Severance Agreement of March 1, 2007
            March
                1, 2007Vijay
                Singh Severance Agreement of March 1, 2007
            March
                1, 2007Edward
                T. Novak Severance Agreement of March 1, 2007
            March
                1, 2007Jerry
                M. Simmons, Jr. Severance Agreement of March 1, 2007
            March
                1, 2007Dennis
                J. Murphy Severance Agreement of March 1, 2007
            March
                1, 2007Bryce
                L. Shriver Severance Agreement of March 1, 2007
            March
                1, 2007George
                T. Jones Severance Agreement of March 1, 2007
            March
                1, 2007Robert
                A. Saccone Severance Agreement of March 1, 2007
            March
                1, 2007Britt
                T. McKinney Severance Agreement of March 1, 2007
            March
                1, 2007Bradley
                E. Spencer Severance Agreement of March 1, 2007
            March
                1, 2007Paul
                T. Champagne Severance Agreement of March 1, 2007
            March
                1, 2007Michael
                E. Kroboth Severance Agreement of March 1, 2007
            March
                1, 2007Clarence
                J. Hopf, Jr. Severance Agreement of March 1, 2007
            March
                1, 2007Robert
                M. Geneczko Severance Agreement of March 1, 2007
            March
                1, 2007David
                G. DeCampli Severance Agreement of March 1, 2007
            March
                1, 2007Robert
                W. Burke, Jr. Severance Agreement of March 1, 2007
            March
                1, 2007Rick
                L. Klingensmith Severance Agreement of March 1, 2007
            March
                1, 2007