Exhibit 10(b)

PPL CORPORATION
  NON-QUALIFIED STOCK OPTION AGREEMENT



[Name]
  [Address]



Dear [Name]:

This
  Letter Agreement will confirm a grant to you of a non-qualified Stock Option
  ("Stock Option") of PPL Corporation Common Stock under the PPL Incentive
  Compensation Plan (the "Plan").

1.  GRANT
  OF OPTIONS. The Company hereby grants to you a Stock Option
  to purchase all or any part of the number of shares of Common Stock of the Company
  as shown on Exhibit A of this Agreement on the terms and conditions as set forth
  herein and in the Plan.

2.  OPTION
  PRICE. The price at which the option shares may be purchased under the
  Stock Option (the "Option Price") is shown on Exhibit
  A of this Agreement.

3.
  DURATION AND EXERCISE OF THE OPTIONS. The Stock Option
  shall be exercisable upon the terms and conditions of the Plan, as supplemented
  by this Agreement, and not otherwise.

The
  Stock Option shall become exercisable in installments upon the
  earliest exercisable date for such installment set out on Exhibit A.

The
  Stock Option must be exercised in portions of not less than 100
  shares, or any integral multiple thereof, except to complete the exercise of
  the Stock Option grant. The Stock Option may not
  be exercised subsequent to [Expiration Date].

4.  METHOD
  OF EXERCISE. The Stock Option may be exercised, during
  your lifetime, only by you. Exercise of the Stock Option shall
  be by appropriate written notice delivered to the Vice President-Human Resources,
  at its principal business office, accompanied by valid payment in the form of:
  (a) a check payable to the order of the Company; (b) an attestation form confirming
  your current ownership of whole shares of Company Common Stock which, together
  with a check payable to the order of the Company for any shortfall, sufficient
  to cover the cost of exercise for the shares to be purchased; (c) through the
  withholding of shares equal in value to the option price; or (d) through any
  other payment method authorized by the Company.

5.  APPLICABILITY
  OF THE PLAN. This Agreement and the Stock Option granted
  hereunder are subject to all of the terms and conditions of the Plan and may
  not be assigned or transferred, except by will or the laws of descent and distribution
  in the case of the death of an optionee.

6.  WITHHOLDING
  TAXES. Upon exercise of the Stock Option, you must arrange
  for the payment to the Company of all applicable withholding taxes resulting
  from such exercise promptly after you have been notified of the amount thereof
  by the Vice President-Human Resources, or his/her designee. Shares may be withheld
  to pay withholding taxes if you have made a proper election to pay withholding
  taxes in this manner.

7.  INCORPORATION
  OF THE PLAN BY REFERENCE: DEFINITIONS. The terms of this Plan are hereby
  incorporated by reference. Whenever terms, designated by a bold first letter
  capitalization, are used in this Agreement, they shall have the meaning specified
  in the Plan. In the event of any conflict between this Agreement and the Plan,
  the terms of the Plan shall control.

____________

To
  confirm your acceptance of the foregoing, kindly sign and promptly return one
  copy of Exhibit A of this Letter Agreement to the Company.



| | Sincerely,                           
| | -------------------------------------
| | PPL Corporation                      
|
|
|
| | By __________________________________
| |                                      
| |                                      

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Exhibit A

STOCK OPTION AGREEMENT





Non-Qualified

Stock Option Granted To:                                     SSN:



Plan:[ICP][ICPKE]

Grant Date:

|Installment | Number of Stock Options | EarliestExercisable Date
|----------- | ----------------------- | ------------------------
|            |                         |                         
|1.          |                         |                         
|2.          |                         |                         
|3.          |                         |                         

Option Price:

All Stock Options shall become exercisable in case of Death, Disability, Retirement
  (determined under the terms of a PPL Plan) or Change in Control.

| | ______________________________________________
| | ----------------------------------------------
| | Optionee                                      
| |                                               
| |                                               
| |                                               
| |                                               
| | ______________________________________________
| | Date                                          

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Exhibit A

STOCK OPTION AGREEMENT





Non-Qualified

Stock Option Granted To::                                     SSN:



Plan:[ICP][ICPKE]

Grant Date:  1/22/2004

|Installment | Number of Stock Options | Earliest Exercisable Date
|----------- | ----------------------- | -------------------------
|            |                         |                          
|1.          |                         |                          
|2.          |                         |                          
|3.          |                         |                          

Option Price:

All Stock Options shall become exercisable in case of Death, Disability, Retirement
  (determined under the terms of a PPL Plan) or Change in Control.

| | ______________________________________________
| | ----------------------------------------------
| | Optionee                                      
| |                                               
| |                                               
| |                                               
| |                                               
| | ______________________________________________
| | Date