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Officers Deferred Compensation Plan - PPL ELECTRIC UTILITIES CORP - 3-1-2001

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Officers Deferred Compensation Plan - PPL ELECTRIC UTILITIES CORP - 3-1-2001 Powered By Docstoc
					PPL OFFICERS DEFERRED COMPENSATION PLAN EFFECTIVE JULY 1, 1985 Amended and Restated Effective February 14, 2000

PPL OFFICERS DEFERRED COMPENSATION PLAN EFFECTIVE JULY 1, 1985 TABLE OF CONTENTS
PARAGRAPH --------1. Purpose.................................................... 2. Definitions................................................ (a) Account............................................ (b) Affiliated Company or Affiliated Companies......... (c) Cash Award......................................... (d) Cash Compensation.................................. (e) Change in Control.................................. (f) Deferred Cash Award................................ (g) Deferred Cash Compensation......................... (h) Deferred Savings Plan.............................. (i) EBPB............................................... (j) ESOP............................................... (k) Participant........................................ (l) Participating Company.............................. (m) Plan............................................... (n) PPL................................................ (o) PPL Corporation.................................... (p) Retirement Plan.................................... (q) Total Amount Payable............................... Eligibility................................................ Deferred Cash Compensation and Deferred Cash Awards....................................... Account.................................................... Payment of Account - General Provisions.................... Supplemental Payments...................................... PAGE ----

II-1 II-1 II-1 II-1 II-1 II-2 II-3 II-3 II-3 II-3 II-3 II-3 II-3 II-3 II-3 II-3 II-3

3. 4.

5. 6. 7.

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8. 9.

Administration............................................. Miscellaneous..............................................

10. Termination or Amendment................................... 11. Effective Date.............................................

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PPL OFFICERS DEFERRED COMPENSATION PLAN 1. Purpose. The purpose of this Officers Deferred Compensation Plan is to provide certain executive officers of PPL and other Participating Companies an additional means to increase their incomes after retirement or disability, and in order to meet other important personal and financial needs. I-1

2. Definitions. (a) "Account" means the account of Deferred Cash Compensation and Deferred Cash Awards established solely as a bookkeeping entry and maintained under paragraph 5 of this Plan. (b) "Affiliated Company" or "Affiliated Companies" shall mean any parent or subsidiaries of PPL (or companies under common control with PPL) which are members of the same controlled group of corporations (within the meaning of section 1563(a) of the Code) as PPL or which are under common control with PPL (within the meaning of Section 414(c) of the Code). (c) "Cash Award" means any incentive awards payable under the executive incentive awards program prior to any deferrals under this Plan. (d) "Cash Compensation" means base salary prior to any deferrals to this Plan or the Deferred Savings Plan. (e) "Change in Control" means any one of the following events: (a) any change in control of PPL Corporation of a nature that would be required to be reported in response to Item 1(a) of Form 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of PPL Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period; (c) any person (within the meaning of section 13(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of securities of PPL Corporation representing 20% or more of the combined II-1

voting power of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors; (d) the approval by the stockholders of PPL Corporation of any merger or consolidation of PPL Corporation with any other corporation or the sale or other disposition of all or substantially all of the assets of PPL Corporation to any other person or persons unless, after giving effect thereto, (1) holders of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors will own a majority of the outstanding stock entitled to vote generally in the election of directors of the continuing, surviving or transferee corporation or any parent (within the meaning of Rule 12b-2 under the Exchange Act) thereof and (2) the incumbent members of the Board of PPL Corporation as constituted immediately prior thereto shall constitute at least a majority of the directors of the continuing, surviving or transferee corporation and any parent thereof; or (e) the Board of PPL Corporation adopts a resolution to the effect that a "Change in Control" has occurred or is anticipated to occur. (f) "Deferred Cash Award" means the Cash Award of a Participant deferred under paragraph 4 of this Plan. (g) "Deferred Cash Compensation" means the Cash Compensation of a Participant deferred under paragraph 4 of this Plan. (h) "Deferred Savings Plan" means the PPL Deferred Savings Plan. (i) "EBPB" means Employee Benefit Plan Board, the members of which are appointed by the Board of Directors of PPL Corporation. (j) "ESOP" means the PPL Employee Stock Ownership Plan. (k) "Participant" means an eligible officer of a Participating Company who elects to defer Cash Compensation and/or Cash Awards under this Plan. II-2

(l) "Participating Company" means PPL Electric Utilities Corporation (prior to February 14, 2000, PP&L, Inc.), PPL EnergyPlus, LLC (prior to February 14, 2000, PP&L EnergyPlus Co., LLC), and each other Affiliated Company that is designated by the Board of Directors of PPL to adopt this Plan by action of its board of directors or other governing body. (m) "Plan" means this Officers Deferred Compensation Plan as set forth herein and as hereafter amended from time to time. (n) "PPL" means PPL Electric Utilities Corporation (prior to February 14, 2000, PP&L, Inc.). (o) "PPL Corporation" shall mean PPL Corporation (prior to February 14, 2000, PP&L Resources, Inc.). (p) "Retirement Plan" means the PPL Retirement Plan. (q) "Total Amount Payable" means the amount credited to a Participant's Account plus interest. The masculine pronoun shall be deemed to include the feminine and the singular to include the plural unless a different meaning is plainly required by the context. II-3

3. Eligibility. All officers of PPL in PPL Salary Grades I through IV and any officer of a Participating Company who is designated as eligible in a resolution adopted by the board of directors of such Participating Company shall be eligible to participate in this Plan. III-1

4. Deferred Cash Compensation and Deferred Cash Awards. (a) Participant shall have the right to elect to have all, or a portion, of his Cash Compensation in excess of $20,000 deferred hereunder. (b) Participant shall have the right to elect to have all, or a portion, of his Cash Awards deferred hereunder. (c) Any election to defer future Cash Compensation and/or Cash Awards for the first calendar year that Participant is eligible to participate in this Plan shall be made by the Participant in writing by the thirtieth (30th) day following the date on which the Participant is first eligible to participate by filing with the EBPB the appropriate election form. Any such election shall be limited to Cash Compensation and Cash Awards earned after the date of the election. (d) Any election to defer or change the amount of Cash Compensation and/or Cash Awards to be deferred for any subsequent calendar year after the first calendar year of eligibility may be made by Participant not later than December 31 of the year preceding such calendar year by filing with the EBPB an election form; provided, however, that an election once made will be presumed to continue unless changed or revoked by Participant. (e) Participant may revoke his election to defer Cash Compensation and/or Cash Awards at any time by so notifying the EBPB in writing not later than December 31 of the year preceding the year for which the revocation will be effective. For any subsequent calendar year, Participant may resume his election to defer if he files with the EBPB an election form not later than December 31 of the year preceding such subsequent calendar year. IV-1

(f) The deferral of Cash Compensation shall be made in equal amounts in each bi-weekly pay period during the calendar year in which such Cash Compensation is to be earned, unless the election specifies otherwise. (g) Any election is filed with the EBPB and will be effective when actually received by PPL Services Corporation's Payroll Section. (h) Such an election, once made, will be irrevocable as to Cash Compensation and Cash Awards already deferred. (i) Deferred Cash Compensation and Deferred Cash Awards shall be subject to the rules set forth in this Plan, and each Participant shall have the right to receive cash payments on account of Deferred Cash Compensation and Deferred Cash Awards only in the amounts and under the circumstances hereinafter set forth. IV-2

5. Account. PPL shall maintain an Account in the name of each Participant. Such Account shall be maintained as follows: (a) PPL shall credit the Deferred Cash Compensation to Participant's Account as of the same day on which the last Cash Compensation for the month would have been paid to said Participant. (b) PPL shall credit the Deferred Cash Award to Participant's Account as of the same day that all Cash Awards not being deferred are paid. (c) Within sixty (60) days of the close of any calendar year during which Participant authorized salary reduction contributions to the Deferred Savings Plan, PPL will credit Participant's Account with the difference, if any, between the Participating Company matching contributions Participant would have received for the prior calendar year under the Deferred Savings Plan if Participant had participated in the Deferred Savings Plan based on Participant's Cash Compensation and the actual Participating Company matching contributions allocated to Participant's Account in the Deferred Savings Plan for the prior calendar year. Participant will forfeit any such allocation to his Account if Participant terminates employment with all Participating Companies at a time when Participating Company matching contributions under the Deferred Savings Plan are not vested under that plan. (d) At the time when any allocations are made under ESOP for contributions under Article IV of that plan, PPL will credit Participant's Account with an amount equal to the difference, if any, between the value of PPL contributions that would have been made under ESOP based on Participant's Cash Compensation and the value of PPL contributions actually made for Participant under ESOP. V-1

(e) Participant's Account shall be credited with interest quarterly based on a rate of interest substantially equivalent to that applied on account balances in the Blended Interest Rate Fund in the Deferred Savings Plan or such other comparable fund as may be selected by the EBPB. V-2

6. Payment of Account - General Provisions (a) The Total Amount Payable shall be payable to Participant: (i) if Participant becomes totally disabled while employed by PPL or an Affiliated Company, as determined by the EBPB in its discretion; (ii) if Participant retires from PPL and all Affiliated Companies under the Retirement Plan; or (iii) if Participant resigns or otherwise ceases employment with PPL and all Affiliated Companies; within thirty (30) days of such event or in the January of the calendar year following such event, as elected by Participant. Such election must be made before the applicable Cash Compensation and/or Cash Award is deferred and may not be changed with respect to Cash Compensation and/or Cash Award once it has been deferred. If Participant has made no election, payments will commence within thirty (30) days after cessation of employment. (b) (i) The Total Amount Payable shall be paid to Participant in a single sum or in annual installments up to a maximum of fifteen (15) years, as elected by the Participant. Such election must be made before the applicable Cash Compensation and/or Cash Award is deferred and may not be changed with respect to Cash Compensation and/or Cash Award once it has been deferred. (ii) All annual installments shall, except for the final payment, be not less than $5,000. To the extent necessary, the number of annual VI-1

installments may be reduced to insure that annual installments are at least $5,000. (iii) The amount of each annual installment shall be determined by dividing the Total Amount Payable less any payments already made to Participant by the remaining number of annual installments to be made (i.e., a 10 year payout shall pay 1/10 of the Total Amount Payable as the first installment, 1/9 as the second annual installment, etc.). (c) (i) If Participant dies while employed by PPL or an Affiliated Company or before all installments have been paid under paragraph 5(b), payments shall be made within 30 days after Participant's death to the beneficiary designated in writing by Participant. Participant shall have a continuing power to designate a new beneficiary in the event of his death at any time prior to his death by written instrument delivered by Participant to the EBPB without the consent or approval of any person theretofore named as his beneficiary. In the event the designated beneficiary does not survive Participant, payment will be made to an alternate beneficiary designated in writing by Participant. If no such designation is in effect at the time of death of Participant, or if no person so designated shall survive Participant, payment shall be made to Participant's estate. (ii) Payments made to Participant's designated beneficiary will be made at the times and in the amounts as if Participant were living based on Participant's elected form of distribution; provided, however, if payments VI-2

are to be made to Participant's estate, payment will be made in a single sum. (d) So long as there is a balance in Participant's Account, the balance shall be credited with interest pursuant to paragraph 5(d). For any installment or other payment from the Account, interest shall accrue up to the last day of the month prior to that payment to Participant or his beneficiary. (e) The EBPB may determine, in its sole discretion, that the Total Amount Payable shall be paid to a Participant or his beneficiary in different amounts or at different times than provided under this Plan if, in the opinion of the EBPB, it would be necessary as the result of a personal emergency or hardship which results in a severe and immediate financial burden to the Participant in which case payment shall be made only to the extent necessary to alleviate the Participant's hardship. VI-3

7. Supplemental Payments. (a) Upon his retirement under the Retirement Plan or PPL's Supplemental Executive Retirement Plan or upon his death while still employed by PPL or an Affiliated Company, Participant and/or his beneficiaries shall be paid a monthly supplemental retirement benefit (or supplemental pre-retirement spouse's annuity, as the case may be) equal to the difference, if any, between the benefit which would have been payable to him under such plan if the Participant's Deferred Cash Compensation had been included in the Participant's compensation for such plan and the benefit actually payable to the Participant and/or his beneficiaries thereunder. Such supplemental retirement benefit shall be payable in accordance with all the terms and conditions applicable to the Participant's or his beneficiary's benefit under the Retirement Plan, including any optional form of payment. If such supplemental retirement payments would be less than one hundred dollars ($100) per month, the EBPB, in its discretion, may elect to make such monthly supplemental retirement payments in such installments as the EBPB may determine or in a single lump-sum payment. Notwithstanding the foregoing, in the event that Participant's benefits under the Retirement Plan are subject to a qualified domestic relations order, any supplemental retirement benefits payable under this paragraph shall be calculated and made without regard to such order. (b) Any Participant who terminates employment with PPL or an Affiliated Company (by retirement or otherwise) under circumstances where PPL or an Affiliated Company has requested or demanded such termination of employment for proper cause (including, without limitation, theft, fraud, breach of any fiduciary duty, misrepresentation, deceit, illegal or criminal act(s)) shall have no right to receive any payment from this Plan VII-1

under paragraph 7(a). The preceding sentence shall not apply to any Participant who terminates employment with PPL or an Affiliated Company within three (3) years after the effective date of a Change in Control. VII-2

8. Administration. The Employee Benefit Plan Board shall have the discretionary authority and final right to interpret, construe and make benefit determinations (including eligibility and amount) under the Plan. The decisions of the Employee Benefit Plan Board are final and conclusive for all purposes. If one or more members of the EBPB are disqualified by personal interest from taking part in a particular decision, the remaining member or members of the EBPB (although less than a quorum) shall have full power to act on the matter. VIII-1

9. Miscellaneous. (a) If the person to receive payment is a minor, or is deemed by the EBPB or is adjudged to be legally incompetent, the payments shall be made to the duly appointed guardian or committee of such minor or incompetent, or they may be made to such person or persons who the EBPB believes are caring for or supporting such minors or incompetents. (b) Nothing in this Plan shall confer any right on any Participant to continue in PPL's or in an Affiliated Company's employ or to receive compensation, nor shall anything in this Plan affect in any way the right of PPL or an Affiliated Company to terminate any Participant's employment at any time. (c) The expenses of administration hereunder shall be borne by PPL. (d) This Plan shall be construed, administered and enforced according to the laws of the Commonwealth of Pennsylvania. (e) All payments from this Plan shall be made from the general assets of PPL or an Affiliated Company. This Plan shall not require PPL or an Affiliated Company to set aside, segregate, earmark, pay into trust or special account or otherwise restrict the use of its assets in the operation of the business. Participant shall have no greater right or status than as an unsecured general creditor of PPL or an Affiliated Company with respect to any amounts owed to Participant hereunder. (f) All payments to persons entitled to benefits hereunder shall be made to such persons and shall not be grantable, transferable, pledged or otherwise assignable in anticipation of payment thereof, or subject to attachment, alienation, garnishment, levy, execution or other legal or equitable process in whole or in part, by the voluntary or IX-1

involuntary acts of any such persons, or by operation of law, and shall not be liable or taken for any obligation of such person. PPL will observe the terms of the Plan unless and until ordered to do otherwise by a state or federal court. As a condition of participation, a Participant agrees to hold PPL harmless from any claim that arises out of PPL's obeying any such order whether such order effects a judgment of such court or is issued to enforce a judgment or order of another court. (g) Participant's benefits under group life insurance, accidental death and disability, short-term disability, longterm disability and other similar employee benefit plans maintained by PPL will be provided based on Cash Compensation to Participant. IX-2

10. Termination or Amendment. The Board of Directors may, in its discretion, terminate and amend this Plan from time to time. In addition, the Employee Benefit Plan Board may make such amendments to the Plan as it deems necessary or desirable except those amendments which substantially increase the cost of the Plan to PPL or a Participating Company or significantly alter the benefit design or eligibility requirements of the Plan. Each amendment to the Plan will be binding on each Participating Company. No termination or amendment shall (without Participant's consent) alter: a) Participant's right to payments of amounts previously credited to Participant's Account, which amounts shall continue to earn interest as provided for herein as though termination or amendment had not been effected, b) the amount or times of payment of such amounts which have commenced prior to the effective date of such termination or amendment, or c) the rights set forth in paragraph 5 to designate beneficiaries in the event of Participant's death or alter Participant's right to monthly supplemental payments under paragraph 7; provided, however, that no such consent may accelerate the Participant's payments. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall have the right to determine the Total Amount Payable and any monthly supplemental payments payable under paragraph 7 to Participant, and to cause the amount so determined to be paid in one or more installments or upon such other terms and conditions and at such other time (not beyond the time provided for herein) as the EBPB determines to be just and equitable. Any determinations made pursuant to the preceding sentence shall be consistent as to all Participants. X-1

11. Effective Date. The effective date of this amended and restated Plan is February 14, 2000. Executed this ______ day of______________________, 2000. PPL ELECTRIC UTILITIES CORPORATION By:_____________________________________ Charles P. Pinto Vice President-Human Resources XI-1

AMENDMENT NO. 1 TO PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, PPL Services Corporation ("PPL") adopted the PPL Supplemental Executive Retirement Plan (the "Plan"), effective July 1, 2000, for certain of its employees; and WHEREAS, the Plan was amended and restated effective July 1, 2000; and WHEREAS, PPL desires to further amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Effective July 1, 2000 the following sections of Articles 2 and 10 are amended to read: 2. DEFINITIONS. (d) "BOARD" means the Board of Directors of PPL Services Corporation. 10. TERMINATION OR AMENDMENT. The Board may, in its sole discretion, terminate and amend this Plan from time to time provided, however, that the Plan may not be terminated or amended to the prejudice or detriment of any Participant during the three (3) year period immediately following a Change in Control (or, if later, thirty six (36) months from the consummation of the transaction giving rise to the Change in Control). Without limiting the generality of the foregoing, the proviso of the preceding sentence shall not, at any time or in any event, be amended or deleted. Subject to the foregoing, the Employee Benefit Plan Board may adopt any amendment that does not significantly affect the cost of the Plan or significantly alter the -1-

benefit design or eligibility requirements of the Plan. Each amendment to the Plan will be binding on the Participating Company to which it applies. No termination or amendment shall (without Participant's consent) alter Participants right to monthly payments which have commenced prior to the effective date of such termination or amendment. Prior to a Change in Control, the Board specifically reserves the right to terminate or amend this Plan to eliminate the right of any Participant to receive payment hereunder prior to the time when payments are in pay status under this Plan. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall cause the amounts due hereunder to be paid in one or more installments or upon such other terms and conditions and at such other time as the EBPB determines to be just and equitable, but in no event later than the time such amounts would otherwise have been paid. II. Except as provided for in this Amendment No. 1, all other provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment No. 1 is executed this _____ day of ___________________________, 2000. PPL SERVICES CORPORATION By:______________________________ Charles P. Pinto Vice President-Human Resources -2-

Exhibit 10(1).2 AMENDMENT NO. 1 TO PPL OFFICERS DEFERRED COMPENSATION PLAN WHEREAS, PPL Services Corporation ("PPL") has adopted the PPL Officers Deferred Compensation Plan ("Plan") effective July 1, 2000; and WHEREAS, the Plan was amended and restated effective July 1, 2000; and WHEREAS, PPL desires to further amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: I. Effective July 1, 2000, Article 10 is amended to read: 10. Termination or Amendment. Each Participating Company shall have the power to amend the Plan by or pursuant to action of its board of directors, but any such amendment to the Plan must be approved by PPL Services Corporation, and shall only apply to those Participants who are employees of the Participating Company authorizing the amendment. Any amendment that significantly affects the cost of the Plan or significantly alters the benefit design or eligibility requirements of the Plan shall be adopted by both PPL Services Corporation and any Participating Company whose employees are affected. In addition, the Employee Benefit Plan Board may adopt any amendment that does not significantly affect the cost of the Plan or significantly alter the benefit design or eligibility requirements of the Plan. Each amendment to the Plan will be binding on the Participating Company to which it applies. No termination or amendment shall (without Participant's consent) alter: a) Participant's right to payments of amounts previously credited to Participant's Account, which amounts shall continue to earn interest as provided -1-

for herein as though termination or amendment had not been effected, b) the amount or times of payment of such amounts which have commenced prior to the effective date of such termination or amendment, or c) the rights set forth in paragraph 5 to designate beneficiaries in the event of Participant's death or alter Participant's right to monthly supplemental payments under paragraph 7; provided, however, that no such consent may accelerate the Participant's payments. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall have the right to determine the Total Amount Payable and any monthly supplemental payments payable under paragraph 7 to Participant, and to cause the amount so determined to be paid in one or more installments or upon such other terms and conditions and at such other time (not beyond the time provided for herein) as the EBPB determines to be just and equitable. Any determinations made pursuant to the preceding sentence shall be consistent as to all Participants. II. Except as provided for in this Amendment No. 1, all other provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment No. 1 is executed this _____ day of _____________________, 2000. PPL SERVICES CORPORATION By:___________________________________ Charles P. Pinto Vice President - Human Resources -2-

Exhibit 10(1)-3 AMENDMENT NO. 2 TO PPL OFFICERS DEFERRED COMPENSATION PLAN WHEREAS, PPL Services Corporation ("PPL") has adopted the PPL Officers Deferred Compensation Plan ("Plan") effective July 1, 2000; and WHEREAS, the Plan was amended and restated effective July 1, 2000, and subsequently amended by Amendment No. 1; and WHEREAS, PPL desires to further amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: I. Effective December 1, 2000, Articles 2, 5 and 6 are amended to read: 2. Definitions. (q) "Total Amount Payable" means the amount credited to a Participant's Account plus the calculated rate of return pursuant to paragraph 5(e). 5. Account. PPL shall maintain an Account in the name of each Participant. Such Account shall be maintained as follows: (a) PPL shall credit the Deferred Cash Compensation to Participant's Account on a daily basis for each business day as if Cash Compensation that would have been paid was paid over each business day of the calendar year. (e) Participant's Account shall be credited in substantially equivalent frequency and with a calculated rate of return substantially equivalent to the rate of return that would have been realized had the Account been invested in one or more mutual fund choices offered by the PPL Deferred Savings Plan as of December 1, 2000. The mutual fund or funds utilized to calculate the rate of return on the Participant's Account shall be -1-

that mutual fund or funds elected by the Participant in writing on an election form submitted to the EBPB. The Participant may change investment choices in the same manner as may be permitted by the PPL Deferred Savings Plan for Participant funds in that Plan as of December 1, 2000. 6. Payment of Account - General Provisions (d) So long as there is a balance in Participant's Account, the balance shall be credited with the calculated rate of return pursuant to paragraph 5(e). For any installment or other payment from the Account, the calculated rate of return shall accrue until the last business day as may be practicable prior to that payment to Participant or his beneficiary. II. Except as provided for in this Amendment No. 2, all other provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment No. 2 is executed this _____ day of _____________________, 2000. PPL SERVICES CORPORATION By:__________________________________ Charles P. Pinto Vice President - Human Resources -2-

PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective as of October 1, 1999

PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 1999 TABLE OF CONTENTS
ARTICLE PAGE ---------1. Purpose................................................................. I-1 2. Definitions............................................................. II-1 (a) Actuarial Equivalent............................................... II-1 (b) Affiliated Company or Affiliated Companies......................... II-1 (c) Affiliated Company SERP (d) Board.............................................................. II-2 (e) Cause.............................................................. II-2 (f) Change in Control.................................................. II-3 (g) Change in Control Participant...................................... II-5 (h) Disability......................................................... II-6 (i) Displaced Participant.............................................. II-7 (j) Early Retirement Reduction Factor.................................. II-7 (k) EBPB............................................................... II-8 (l) Exchange Act....................................................... II-8 (m) Good Reason........................................................ II-8 (n) Officers Deferred Compensation Plan................................II-12 (o) Participant........................................................II-12 (p) Participating Company..............................................II-12 (q) Person.............................................................II-13 (r) Plan...............................................................II-13 (s) Potential Change in Control........................................II-13 (t) PPL................................................................II-14 (u) PPL Corporation....................................................II-14 (v) Projected Years of Service.........................................II-14 (w) Retiree............................................................II-14 (x) Retirement.........................................................II-15 (y) Retirement Plan....................................................II-15 (z) SERB...............................................................II-15 (aa) Supplemental Final Average Earnings................................II-15 (bb) Terminated Vested Participant......................................II-18 (cc) Termination of Employment..........................................II-18 (dd) Years of Service...................................................II-18 (ee) Year(s) of Vesting Services........................................II-19

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3. Entitlement to Benefits................................................ III-1 4. Amount of Supplemental Executive Retirement Benefit.................... 5. Time of Payment........................................................ 6. Method of Payment...................................................... IV-1 V-1 VI-1

7. Death Benefit.......................................................... VII-1 8. Administration.........................................................VIII-1 9. Miscellaneous.......................................................... 10. Termination or Amendment............................................... 11. Effective Date......................................................... Appendix A............................................................. IX-1 X-1 XI-1 A-1

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PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, PPL Electric Utilities Corporation ("PPL") adopted the PPL Supplemental Executive Retirement Plan (the "Plan"), effective July 1, 1985, as amended and restated from time to time, for certain of its employees; and WHEREAS, PPL desires at this time to amend and restate the Plan; NOW, THEREFORE, effective as of October 1, 1999, the Plan is continued, amended and restated as hereinafter set forth: ARTICLE I PURPOSE 1. Purpose. The purpose of this Supplemental Executive Retirement Plan is to provide certain executive officers of PPL and Participating Companies with additional retirement income so that total retirement income for key officers is competitive with other employers and in order to facilitate early retirement from key positions carrying the most important responsibilities. I-1

ARTICLE II DEFINITIONS 2. Definitions. (a) "Actuarial Equivalent" means having or that which has equal actuarial value to the SERB based on the following. (1) For purposes of the annuity forms of benefit described in Article 6, a Participant's SERB as calculated under Article 4 shall be converted to an optional annuity form of benefit by using the assumptions and factors described in Schedule A of the Retirement Plan. (2) For purposes of the single sum form of benefit described in Article 6, the Participant's SERB as calculated under Article 4, shall be converted to a single sum by using the following factors: (A) An interest rate equal to the immediate annuity rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining a lump sum distribution upon plan termination, as in effect for the month in which the Participant's benefit commencement date occurs. (B) A mortality rate based on the 1983 GAM Unisex Table. (b) "Affiliated Company" or "Affiliated Companies" shall mean any parent or subsidiaries, other than PPL, of PPL (or companies under common control with PPL) which are members of the same controlled group of II-1

corporations (within the meaning of section 1563(a) of the Code) as PPL or are companies under common control with PPL (within the meaning of Section 414(c) of the Code). (c) "Affiliated Company SERP" shall mean a non-qualified defined benefit retirement plan for executives, other than this Plan, sponsored by an Affiliated Company. (d) "Board" means the Board of Directors of PPL Electric Utilities Corporation. (e) "Cause" for Participant's Termination of Employment by PPL or an Affiliated Company means (1) the willful and continued failure by Participant to substantially perform Participant's duties with PPL or an Affiliated Company (other than any such failure resulting from Participant's incapacity due to physical or mental illness or, if applicable, any such actual or anticipated failure after the issuance of any "Notice of Termination for Good Reason" by the Participant pursuant to any severance agreement between Participant and PPL or an Affiliated Company) after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed Participant's duties, or II-2

(2) the willful engaging by Participant in conduct which is demonstrably and materially injurious to PPL or an Affiliated Company, monetarily or otherwise. (3) For purposes of Subsections (1) and (2) of this definition, (A) no act, or failure to act, on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's act, or failure to act, was in the best interest of PPL or the Affiliated Company, and (B) in the event of a dispute concerning the application of this provision, no claim by PPL or an Affiliated Company that Cause exists shall be given effect unless PPL or the Affiliated Company establishes to the Board by clear and convincing evidence that Cause exists. (f) "Change in Control" means the occurrence of any one of the following events: (1) any change in the control of PPL Corporation of a nature that would be required to be reported in response to Item 1(a) of Form 8-K under the Exchange Act; (2) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of PPL Corporation and any new director (other than a director designated by a Person who has entered into an II-3

agreement with PPL Corporation to effect a transaction described in Paragraph (1), (3) or (4) of this definition) whose election by the Board of Directors of PPL Corporation or nomination for election by the shareowners of PPL Corporation 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 at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof; (3) any Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of PPL Corporation representing 20% or more of the combined voting power of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors; (4) the approval by the shareowners of PPL Corporation of any merger or consolidation of PPL Corporation with any other corporation or a plan of complete liquidation of PPL Corporation or the sale or other disposition of all or substantially all of the assets of PPL Corporation to any other person or persons unless, after giving effect thereto, (A) holders of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors will own a majority of the outstanding stock entitled to vote generally in II-4

the election of directors of the continuing, surviving or transferee corporation or any parent (within the meaning of Rule 12b-2 under the Exchange Act) thereof, and (B) the incumbent members of the Board of Directors of PPL Corporation as constituted immediately prior thereto shall constitute at least a majority of the directors of the continuing, surviving or transferee corporation and any parent thereof; or (5) the Board of Directors of PPL Corporation adopts a resolution to the effect that a "Change in Control" has occurred or is anticipated to occur. (g) "Change in Control Participant" means the following: (1) a Participant whose Termination of Employment occurs after a Change in Control and within 36 months after the month in which the Change in Control occurs, unless such Termination of Employment is (A) by PPL or an Affiliated Company for Cause, (B) by reason of the Participant's death, Disability or Retirement, or (C) by the Participant without Good Reason, or (2) a Participant whose Termination of Employment occurs prior to a Change in Control (whether or not a Change in Control ever occurs) (A) at the request or direction of a Person who has entered into an agreement with PPL Corporation the consummation of which would constitute a Change in Control, or (B) at the II-5

Participant's initiative for Good Reason if the circumstance or event which constitutes Good Reason occurs at the direction of such Person or (C) the Participant's Termination of Employment is by PPL or an Affiliated Company without Cause or is by the Participant for Good Reason, and such Termination of Employment or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Participant shall be presumed to be correct unless PPL or an Affiliated Company establishes to the Board by clear and convincing evidence that such position is not correct. (h) "Disability" shall be deemed the reason for a Participant's Termination of Employment by PPL or an Affiliated Company, if, (1) as a result of the Participant's incapacity due to physical or mental illness, the Participant shall have been absent from the full-time performance of the Participant's duties with PPL and all Affiliated Companies for a period of six consecutive months, and (2), if applicable, PPL or an Affiliated Company shall have given the Participant any "Notice of Termination for Disability" required by any severance agreement between the Participant and PPL or an Affiliated Company, and, within thirty days after such "Notice of II-6

Termination," if any, is given, the Participant shall not have returned to the full-time performance of the Participant's duties. (i) "Displaced Participant" means a Participant who has a Termination of Employment after completing one or more Years of Vesting Service, and who qualifies for benefits pursuant to PPL's Displaced Managers Policy (SPM 606) and who executes a severance agreement and release as specified by the Participating Company. (j) "Early Retirement Reduction Factor" means the percentage that appears adjacent to the Participant's age below determined under the appropriate column. (1) Column (1) shall apply to any Retiree. (2) Column (2) shall apply to any Terminated Vested Participant. (3) Column (3) shall apply to any Change in Control Participant. Notwithstanding anything in this Section to the contrary, a Participant who meets the definition of a Retiree, a Terminated Vested Participant and/or a Displaced Participant, who also meets the definition of a Change in Control Participant, shall be treated as a Change in Control Participant for purposes of this Section. (4) Column (4) shall apply to any Displaced Participant. Notwithstanding Subsection (1) or (2), a Participant who meets the definition of a Retiree or a Terminated Vested Participant, but not the definition of a Change in Control Participant, who also meets II-7

the definition of a Displaced Participant, shall be treated as a Displaced Participant for purposes of this Section.
Percentage of Benefit Received -----------------------------(1) (2) (3) Change in Terminated Control Retiree Vested Participant -------------------------100 95 90 85 80 75 70 65 60 55 50 N/A 100 90 80 70 60 50 N/A N/A N/A N/A N/A N/A 100 95 90 85 80 75 70 65 60 55 50 N/A

(4) Displaced Participant ----------100 100 100 100 100 100 100 100 100 100 100 N/A

Age When Benefits Start -------60 59 58 57 56 55 54 53 52 51 50 49 or younger

(k) "EBPB" means the Employee Benefit Plan Board, the members of which are appointed by the Board of Directors of PPL Corporation. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. (m) "Good Reason" for Termination of Employment by a Participant means the occurrence (without the Participant's express written consent) after a Change in Control, or prior to a Change in Control under the circumstances described in paragraphs (B) and (C) of Section (2) of the definition of "Change in Control Participant" (treating all references in paragraphs (1) through (7) below to a "Change in Control" as references II-8

to a "Potential Change in Control"), of any one of the following acts by PPL or an Affiliated Company, or failures by PPL or an Affiliated Company to act: (1) the assignment to the Participant of any duties inconsistent with the Participant's status as an executive officer or key employee of PPL or an Affiliated Company or a substantial adverse alteration in the nature or status of the Participant's responsibilities from those in effect immediately prior to a Change in Control; (2) a reduction by PPL or an Affiliated Company of the Participant's annual base salary as in effect on the effective date of this amended and restated Plan, or as the same may be increased from time to time, except for across-the-board decreases uniformly affecting management, key employees and salaried employees of PPL or the Affiliated Company, or the business unit in which Participant is then employed; (3) the relocation of the Participant's principal work location to a location more than 30 miles from the vicinity of such work location immediately prior to a Change in Control or PPL's or an Affiliated Company's requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on PPL's or an Affiliated Company's business to an extent substantially consistent with the II-9

Participant's present business travel obligations; (4) the failure by PPL or an Affiliated Company to pay to the Participant any portion of the Participant's current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of PPL or an Affiliated Company, within seven days of the date such compensation is due, except for across-the-board compensation deferrals uniformly affecting management, key employees and salaried employees of PPL or the Affiliated Company, or the business unit in which Participant is then employed; (5) the failure by PPL or an Affiliated Company to continue in effect any compensation or benefit plan in which the Participant participates immediately prior to a Change in Control which is material to the Participant's total compensation, or any substitute plans adopted prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by PPL or an Affiliated Company to continue the Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant's participation relative to other participants, as existed II-10

immediately prior to the Change in Control, or (6) the failure by PPL or an Affiliated Company to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of PPL's or an Affiliated Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Participant was participating immediately prior to a Change in Control, except for across-the-board changes to any such plans uniformly affecting all participants in such plans, the taking of any other action by PPL or an Affiliated Company which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant at the time of the Change in Control, or the failure by PPL or an Affiliated Company to provide the Participant with the number of paid vacation days to which the Participant is entitled on the basis of years of service with PPL or an Affiliated Company in accordance with PPL's or an Affiliated Company's normal vacation policy at the time of the Change in Control; or (7) any purported termination of the Participant's employment which is not effected pursuant to any "Notice of Termination" required by any severance agreement between the Participant and PPL or an Affiliated Company. II-11

The Participant's right to terminate his or her employment with PPL or an Affiliated Company for Good Reason shall not be affected by the Participant's incapacity due to physical or mental illness. The Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed correct unless PPL or an Affiliated Company establishes to the Board by clear and convincing evidence that Good Reason does exist. (n) "Officers Deferred Compensation Plan" means the PPL Officers Deferred Compensation Plan, as amended from time to time. (o) "Participant" means (1) any officer of PPL who is in a position in PPL Salary Group I through IV, and any officer of a Participating Company who is designated as eligible in a resolution adopted by the board of directors of such Participating Company. (2) any individual formerly described in Paragraph (1) who has not yet had a Termination of Employment, or (3) any individual formerly described in Paragraph (1) who has had a Termination of Employment and is entitled to receive benefits under II-12

Article 3 of this Plan. (p) "Participating Company" means PPL Electric Utilities Corporation (prior to February 14, 2000, PP&L, Inc.), PPL EnergyPlus, LLC (prior to February 14, 2000, PP&L EnergyPlus Co., LLC), and each other Affiliated Company that is designated by the Board to adopt this Plan by action of its board of directors. (q) "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; however, a Person shall not include (1) PPL Corporation or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of PPL Corporation or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareowners of PPL Corporation in substantially the same proportions as their ownership of stock of PPL Corporation. (r) "Plan" means this Supplemental Executive Retirement Plan, as amended from time to time. (s) "Potential Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (1) PPL Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; II-13

(2) any Person publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (3) any Person is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of PPL Corporation representing 5% or more of the combined voting power of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors; or (4) the Board of PPL Corporation adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. (t) "PPL" means PPL Electric Utilities Corporation (prior to February 14, 2000, PP&L, Inc.). (u) "PPL Corporation" means PPL Corporation (prior to February 14, 2000, PP&L Resources, Inc.). (v) "Projected Years of Service" means the number of full or partial twelve-month periods beginning on the date on which Participant attains the age of 30 and ending on the date Participant ceases to be employed by a Participating Company. (w) "Retiree" means a Participant who has a Termination of Employment after: (1) attaining age 55 and completing at least 10 Years of Service, or II-14

(2) attaining age 60, or (3) attaining age 50, completing at least 10 Years of Service, and whom the Compensation and Corporate Governance Committee of the Board, in its sole discretion, determines is entitled to an immediately payable SERB. (x) "Retirement" shall be deemed the reason for a Participant's Termination of Employment if such employment is terminated in accordance with PPL's or an Affiliated Company's retirement policy, including early retirement, generally applicable to its salaried employees. (y) "Retirement Plan" means the PPL Retirement Plan, as amended from time to time. (z) "SERB" means the Supplemental Executive Retirement Benefit payable under this Plan calculated under Article 4. (aa) "Supplemental Final Average Earnings" means the following: (1) Supplemental Final Average Earnings means twelve times the average of a Participant's "compensation" as defined in Paragraphs (A) through (C) below, from PPL and/or an Affiliated Company, for the 60 full consecutive months in the final 120 (or fewer) full consecutive months during which he is employed by PPL and/or an Affiliated Company. For this purpose, non-consecutive months interrupted by periods in which the Participant receives no II-15

"compensation" shall be treated as consecutive. For purposes of this Section, "compensation" shall include the following: (A) the Participant's base salary from PPL and/or any Affiliated Company prior to any deferrals to the Officers Deferred Compensation Plan or any other nonqualified deferred compensation plan of an Affiliated Company or any Internal Revenue Code section 401(k) plan by which Participant is covered, plus (B) the value of any cash grants attributable to any month used in the average, awarded to Participant pursuant to the executive incentive awards program initially approved by the Board on October 25, 1989 or any similar program maintained by an Affiliated Company, plus (C) with respect only to Participants who were officers in positions in PPL Salary Groups I through IV on December 31, 1997, the value of any Restricted Stock (including any dividends distributed on Restricted Stock during the Restriction Period) granted to Participant under the Incentive Compensation Plan attributable to any month prior to the dates set forth in (I) and (II) below. (I) For purposes of the benefit formula in Subsection 4(b)(1), each month prior to January 1, 1998. II-16

(II) For purposes of the benefit formula in Subsection 4(b)(2), each month prior to January 1, 2002. (2) For the purposes of determining the Participant's "compensation" under Subsection (1) of this definition, the EBPB will determine: (A) the value of any Restricted Stock under the Incentive Compensation Plan as of the Restricted Stock's Date of Grant (as defined by the Incentive Compensation Plan) and prorate such value over the year for which the Restricted Stock was granted; (B) the amount of any dividends distributed on Restricted Stock during the Restriction Period and prorate such amount over the period for which such dividends are paid; and (C) the amount of any cash grant awarded under the Participant incentive awards program and prorate such amount over the year for which the award was granted. (3) The Supplemental Final Average Earnings of a Displaced Participant who has less than 60 full consecutive months of employment shall be a reduced amount, equal to the difference of (A) minus (B), below. (A) (I) His total earnings as determined under Subsection (1) of this definition for his entire period of employment with PPL and Affiliated Companies, divided by II-17

(II) the number of years the Participant was employed by
PPL and Affiliated Companies, including any fraction of a full year thereof, calculated by dividing the total number of full consecutive months of employment by 12. (B) (I) The amount determined in Paragraph (3)(A) immediately above, multiplied by

(II) the Reduction Factor in Appendix A which corresponds with the Participant's total number of full consecutive months of employment with PPL and Affiliated Companies. (4) Notwithstanding the foregoing, if a Participant transfers from a Participating Company to an Affiliated Company that is not a Participating Company after becoming a Participant, earnings with the Affiliated Company after the date of such transfer (or the last of such transfers if the Participant transfers more than once) shall not count in the Participant's Supplemental Final Average Earnings. (bb) "Terminated Vested Participant" means a Participant: (1) who has a Termination of Employment after attaining age 50 but not age 55, and completing at least 10 Years of Service, and (2) whom the Board, in its sole discretion, does not determine is entitled to an immediately payable SERB. II-18

(cc) "Termination of Employment" means the Participant's termination of employment with PPL and all Affiliated Companies. (dd) "Years of Service" means the number of full and partial years used to calculate Participant's accrued benefit under the Retirement Plan, but (1) excluding years prior to Participant's attainment of age 30, and (2) including service with any Affiliated Company prior to the Participant's most recently becoming an officer of a Participating Company eligible under this Plan, provided such service would otherwise be counted under the Retirement Plan, but excluding any such service with an Affiliated Company performed before the Affiliated Company became an Affiliated Company. (ee) "Year(s) of Vesting Service" means the number of full years used to calculate Participant's vested interest in his accrued benefit under the Retirement Plan, but excluding any such service with an Affiliated Company performed before the Affiliated Company became an Affiliated Company. II-19

ARTICLE III ENTITLEMENT TO BENEFITS 3. Entitlement to Benefits. (a) Any officer of PPL who is in a position in PPL Salary Group I through IV immediately prior to his Termination of Employment or the date of his transfer to an Affiliated Company and any officer of a Participating Company who is designated as eligible in a resolution adopted by the board of directors of such Participating Company and remains such until his Termination of Employment or the date of his transfer to an Affiliated Company shall be entitled to a SERB benefit if and only if, upon his Termination of Employment, he is either: (1) a Retiree, (2) a Terminated Vested Participant, (3) a Change in Control Participant, or (4) a Displaced Participant. (b) Notwithstanding Section 3(a), any officer of PPL who is in a position in PPL Salary Group I through IV immediately prior to his Termination of Employment or the date of his transfer to an Affiliated Company and any officer of a Participating Company who is designated as eligible in a resolution adopted by the board of directors of such Participating Company and remains such until his Termination of Employment or the date of his transfer to an Affiliated Company and who terminates III-1

employment with a Participating Company on account of his death shall be entitled to the death benefit in Article 7 in lieu of any other benefit under the Plan. (c) Notwithstanding Section 3(a) or (b), if a Participant transfers from PPL to an Affiliated Company, he shall not be entitled to benefits under this Plan if, after such transfer, he is covered by an Affiliated Company SERP. (d) Notwithstanding Section 3(a) or (b), any Participant otherwise eligible for benefits shall forfeit any and all benefits under the Plan if such Participant's Termination of Employment is by PPL or an Affiliated Company for Cause. (e) All officers who are eligible for benefits under Section 3(a) and who are entitled to annual benefits of at least $44,000 in the aggregate from all PPL and Affiliated Company-sponsored pension, profit-sharing, savings or deferred compensation plans, shall terminate their employment with PPL and all Affiliated Companies no later than the first day of the month following attainment of age 65, unless PPL or Affiliated Company requests that employment be extended for up to one year. In such event, Participant must retire at the end of the extension, unless PPL or Affiliated Company requests additional extensions, at the end of which period Participant must retire. Any Participant requested to serve beyond the mandatory retirement date may decline to do so without affecting his benefit status under this Plan or any other PPL or Affiliated Company III-2

benefit program. Failure to accept benefits provided for in this Plan shall not affect the requirements of this paragraph. III-3

ARTICLE IV AMOUNT OF SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT 4. Amount of Supplemental Executive Retirement Benefit. (a) A Participant entitled to benefits under Article 3 will be paid a SERB equal to an annual amount payable for the life of Participant calculated pursuant to Sections (b) through (f) below: (b) The amount calculated under Subsection (1) and/or (2), as appropriate, and subject to (3): (1) The sum of (A) plus (B): (A) 2.0% of Participant's Supplemental Final Average Earnings times his Years of Service up to 20, plus (B) 1.5% of Participant's Supplemental Final Average Earnings times his Years of Service in excess of 20 but not in excess of 30. (2) With respect only to Participants who were officers in positions in PPL Salary Groups I through IV on December 31, 1997: (A) the benefit determined under Subsection (4)(b)(1) shall be calculated using Projected Years of Service instead of Years of Service; (B) such Participant's SERB shall not be less than the greater of (I) or (II) below: (I) (i) 2.7% of Participant's Supplemental Final Average IV-1

Earnings calculated as of the earlier of December 31, 2001 or the date Participant has a Termination of Employment or transfers to an Affiliated Company that is not a Participating Company times his Years of Service up to 20, plus (ii) 1.0% of Participant's Supplemental Final Average Earnings calculated as of the earlier of December 31, 2001 or the date Participant has a Termination of Employment or transfers to an Affiliated Company that is not a Participating Company, times his Years of Service in excess of 20 but not more than 30 less (iii) the annual amount payable as the maximum primary Social Security benefit payable to an individual aged 65 in the year of Participant's retirement whether or not received by Participant. (II) (i) 2.7% of Participant's Supplemental Final Average Earnings calculated as of the earlier of December 31, 2001 or the date Participant has a Termination of Employment or transfers to an Affiliated Company that is not a Participating Company, times his Projected Years of Service up to 20, plus (ii) 1.0% of Participant's Supplemental Final Average Earnings IV-2

calculated as of the earlier of December 31, 2001 or the date Participant has a Termination of Employment or transfers to an Affiliated Company that is not a Participating Company, times his Projected Years of Service in excess of 20 but not more than 30, less (iii) the annual amount payable as the maximum primary Social Security benefit payable to an individual aged 65 in the year of Participant's retirement whether or not received by Participant. (3) With respect to any Participant who was a participant in an Affiliated Company SERP prior to becoming a Participant, whose benefit under such Affiliated Company SERP was calculated using Projected Years of Service, the benefit determined under Subsection 4(b)(1) shall be calculated using Projected Years of Service instead of Years of Service. (c) The amount calculated under Section (b) shall be multiplied by the applicable Early Retirement Reduction Factor, (d) With respect to all Participants, the amount calculated under Sections (b) and (c) shall be reduced by the following amounts, to the extent such amounts are accrued during periods for which the Participant is credited with Years of Service or Projected Years of Service under this Plan: IV-3

(1) The Participant's vested accrued benefit under the Retirement Plan (but not including any temporary supplemental amounts payable under Section 5.3(b) of the Retirement Plan), (A) expressed as a single life annuity, and (B) expressed as a benefit payable at the same time as Participant's SERB, except that in the event Participant commences benefits under this Plan prior to commencing benefits under the Retirement Plan, the reduction will be made as if Participant had commenced benefits under the Retirement Plan at the later of age 55 or commencement of benefits under this Plan, based on the early retirement factors, and interest and mortality assumptions used in the Retirement Plan. The amount of the reduction will not thereafter be changed upon Participant's actual commencement of benefits under the Retirement Plan. For purposes of this Subsection (d)(1), the term "Retirement Plan" shall include any successor plan. (2) Supplemental payments to Participant under section 7(a) of the Officers Deferred Compensation Plan as if Participant had chosen a single life annuity under such Plan payable at the same time as Participant's SERB. IV-4

(3) The Participant's vested accrued benefit under any other nonqualified defined benefit plan maintained by PPL, expressed as a single life annuity payable at the same time as Participant's SERB, based on the early retirement factors and interest and mortality rates used in such plan. (e) With respect to those Participants who have service with an Affiliated Company, (1) The amount calculated under Sections (b), (c) and (d) shall be reduced by the following: (A) The Participant's vested accrued benefit under the Pension Plan for Employees of PPL Gas Utilities Corporation, PFG Gas, Inc., and North Penn Gas Company, and/or the Pennsylvania Mines Corporation Retirement Plan, determined as follows: (I) to the extent accrued during periods for which the Participant is credited with Years of Service or Projected Years of Service under this Plan, and (II) expressed as a single life annuity, and (III) expressed as a benefit payable at the same time as Participant's SERB, except that in the event Participant commences benefits under this Plan prior to commencing benefits under such other plan, the IV-5

reduction will be made as if Participant had commenced benefits under such other plan at the later of such plan's earliest retirement age or commencement of benefits under this Plan. The amount of the reduction will not thereafter be changed upon Participant's actual commencement of benefits under such plan, and (IV) based on the early retirement factors and interest and mortality rates used in such other plan. (B) The Participant's vested account under the PPL Subsidiary Savings Plan and the H.T. Lyons, Inc. 401(k) Plan, and their successors, determined as follows: (I) based on contributions other than the Participant's own elective deferrals or employee contributions and earnings thereon. (II) to the extent attributable to contributions made during periods for which these Participant is credited with Years of Service or Projected Years of Service under this Plan, (III) such account valued as of the date Participant's SERB benefit commences to be paid, but including any amounts distributed to or on behalf of Participant, IV-6

(IV) such account converted to a benefit expressed as a single life annuity for Participant's lifetime, commencing at the same time as Participant's SERB, based on the 30-year U.S. Treasury bond rate as of the month preceding the month SERB payments commence, and the 1983 Group Annuity Mortality Table (unisex): (C) The Participant's employer-derived benefit under any tax- qualified plan not listed in Paragraph (A) or (B) of this Subsection 5(e)(1) of an Affiliated Company who becomes an Affiliated Company after the effective date of this amended and restated Plan, to the extent that such plan is the primary tax-qualified retirement plan of such Affiliated Company, and such benefit is based on service counted under this Plan. If such plan is a defined benefit plan, the offset shall be calculated in a manner similar to that described in Paragraph (A) of this Subsection 5(e) (1). If such plan is a defined contribution plan, the offset shall be calculated in a manner similar to that described in Paragraph (B) of this Subsection 5(e)(1). (D) The Participant's vested accrued benefit under any nonqualified defined benefit plan maintained by an Affiliated IV-7

Company that was accrued prior to becoming an employee of a Participating Company, expressed as a single life annuity payable at the same time as Participant's SERB. (2) The best data available will be used to determine the amounts to be offset under this Section (e). The EBPB has the absolute, discretionary power to make reasonable approximations and estimates to determine the value and amount of such offset amounts, applied uniformly to all similarly situated Participants. If reasonable approximations and estimates of such amounts are necessary, the EBPB will so inform the Participant. A Participant may elect to have his SERB calculated without regard to the offsets described in this Section (e) with respect to contributions made to such plans and/or benefits accrued under such plans prior to the date the Participant first becomes employed by a Participating Company, in which case his Years of Service and Projected Years of Service shall not include service before the date the Participant first becomes employed by a Participating Company. (3) The amount calculated under Section (b) of this Article with respect to a Participant who has ceased to be an officer of a Participating Company eligible under the Plan by reason of a transfer to an Affiliated Company that is not a Participating Company shall be calculated on the basis of his Years of Service and/or Projected IV-8

Years of Service as of the date of his transfer, and on the basis of his Supplemental Final Average Earnings and his Years of Vesting Service as of the date of his Termination of Employment. (f) In the event that a Participant's benefits under any plan to which Section (d) or (e) of this Article refers are subject in whole or in part to a domestic relations order, SERB payments shall be calculated and paid without regard to such order. IV-9

ARTICLE V TIME OF PAYMENT 5. Time of Payment. A Participant who is eligible for benefits under Article 3 shall start receiving SERB payments on the date set forth below. (a) A Retiree shall receive benefits as soon as administratively practicable following his Termination of Employment. (b) A Terminated Vested Participant shall receive benefits as follows: (1) If he has elected a single sum form of benefit under Article 6, such single sum shall be paid as soon as administratively practicable following his Termination of Employment. (2) If he has elected an annuity form of benefit under Article 6, such annuity form shall start to be paid as soon as administratively practicable following his attainment of age 55; provided that if he also meets the definition of a Change in Control Participant or a Displaced Participant, such annuity form shall start to be paid as soon as administratively practicable following the later of age 50 or his Termination of Employment. (c) A Change in Control Participant or a Displaced Participant shall receive benefits as follows: V-1

(1) If he has elected a single sum form of benefit under Article 6, such single sum shall be paid as soon as administratively practicable following his Termination of Employment (2) If he has elected an annuity form of benefit under Article 6, such annuity form shall start to be paid as soon as administratively practicable following the later of his attainment of age 50 or his Termination of Employment. (d) In the event that PPL Corporation distributes to its shareowners as a dividend a sufficient number of shares of PPL Corporation or an Affiliated Company, on a pro rata basis, in accordance with their PPL Corporation equity ownership, or in the event of the sale of up to 25% of the securities of PPL or an Affiliated Company in an initial public offering of securities registered under the Securities Act of 1933, such distribution or sale of shares resulting in a Spin-Off Company (the "Spun-Off Company"), with the effect that the Spun-Off Company no longer meets the definition of PPL or an Affiliated Company, and in connection with such distribution or sale, a Participant becomes an employee of the Spun-Off Company, the payment of any SERB to which Participant (or his beneficiary) is entitled under the Plan shall be made or shall commence to be made no earlier than at such time as the Participant (or his beneficiary) is eligible to commence to receive to a distribution (either immediate or deferred) under the Retirement Plan or any successor plan. V-2

ARTICLE VI METHOD OF PAYMENT 6. Method of Payment. (a) A Participant who is eligible to receive benefits under the Retirement Plan and who elects to receive such benefits at the time SERB payments begin may elect to have his SERB paid in one of the following forms of benefit, each of which shall be the Actuarial Equivalent of his SERB benefit: (1) the form of annuity payment in which his Retirement Plan benefits are to be paid, (provided, however, if any monthly payment would be 100 dollars or less, the EBPB, in its discretion, may elect to make such payments in such installments as the EBPB may determine or in a single sum payment), or (2) a single sum (b) A Participant who is not eligible to receive benefits under the Retirement Plan or who has elected not to receive such benefits under the Retirement Plan at the time SERB payments begin, may elect one of the following forms of benefit, which shall be the Actuarial Equivalent of his SERB benefit, provided, however, that if he elects an annuity form under Paragraph (1), (2) or (3) below, and if any monthly payment would be 100 dollars or less, the EBPB, in its discretion, may elect to make such payments in such installments as the EBPB may determine, or in a single sum payment: VI-1

(1) a single life annuity with equal monthly installments payable to the Participant for his lifetime; or (2) a joint and survivor annuity with the Participant's designated beneficiary, payable in monthly installments to the Participant for his lifetime and with a specified percentage of the amount of such monthly installment payable after the death of the Participant to the designated beneficiary of such Participant, if then living, for the life of such designated beneficiary; or (3) a single life annuity payable in equal monthly installments to the Participant for his lifetime, with 60, 120 or 180 monthly payments guaranteed, or (4) a single sum. (c) A Participant may elect a form of benefit hereunder by filing written notice with the EBPB at anytime at least 12 months prior to the first day of the calendar month for which a SERB is first payable to Participant. If a Participant described in Section (a) of this Article fails to elect a form of benefit within the prescribed time period, the benefit shall be paid in the form in which such Participant's Retirement Plan benefits are paid. If a Participant described in Section (b) of this Article fails to elect a form of benefit within this time period, the benefit shall be paid in the form of a single- life annuity if the Participant does not have a spouse on the date of benefit commencement and in the form of a 50% joint and survivor VI-2

annuity with Participant's spouse as the beneficiary if the Participant has a spouse on the date of benefit commencement. VI-3

ARTICLE VII DEATH BENEFIT 7. Death Benefit. If a pre-retirement spouse's annuity is payable under the Retirement Plan on account of Participant's death, the Participant's surviving spouse will be paid a supplemental spouse's annuity based on the SERB and made in accordance with all the terms and conditions applicable to such pre-retirement spouse's annuities under the Retirement Plan. The supplemental annuity described in the preceding sentence shall not be payable with respect to a Participant described in Section 3(c) or (d). VII-1

ARTICLE VIII ADMINISTRATION 8. Administration. The EBPB shall have the discretionary authority and final right to interpret, construe and make benefit determinations (including eligibility and amount) under the Plan. The decisions of the EBPB are final and conclusive for all purposes. If one or more members of the EBPB are disqualified by personal interest from taking part in a particular decision, the remaining member or members of the EBPB (although less than a quorum) shall have full authority to act on the matter. VIII-1

ARTICLE IX MISCELLANEOUS 9. Miscellaneous. (a) If any person to receive payment is a minor, or is deemed by the EBPB or is adjudged to be legally incompetent, the payments shall be made to the duly appointed guardian or committee of such minor or incompetent, or they may be made to such person or persons who the EBPB believes are caring for or supporting such minor or incompetent. (b) All payments to persons entitled to benefits under this Plan shall be made to such persons and shall not be grantable, transferable or otherwise assignable in anticipation of payment thereof, in whole or in part, by the voluntary or involuntary acts of any such persons, or by operation of law, and shall not be liable or taken for any obligation of such person. PPL will observe the terms of the Plan unless and until ordered to do otherwise by a state or Federal court. As a condition of participation, Participant agrees to hold PPL harmless from any claim that arises out of PPL's obeying any such order whether such order effects a judgment of such court or is issued to enforce a judgment or order of another court. (c) Nothing in this Plan shall confer any right on any Participant to continue in a Participating Company's employ or to receive compensation, nor shall anything in this Plan affect in any way the right of a Participating Company to terminate any Participant's employment at any time. IX-1

(d) The expenses of administration hereunder shall be borne by PPL. (e) This Plan shall be construed, administered and enforced according to the laws of the Commonwealth of Pennsylvania. (f) All payments from this Plan shall be made from the general assets of PPL. This Plan shall not require PPL to set aside, segregate, earmark, pay into trust or special account or otherwise restrict the use of its assets in the operation of the business. Participant shall have no greater right or status than as an unsecured creditor of PPL with respect to any amounts owed to Participant hereunder. (g) The masculine pronoun shall be deemed to include the feminine and the singular to include the plural unless a different meaning is plainly required by the context. IX-2

ARTICLE X TERMINATION OR AMENDMENT 10. Termination or Amendment. The Board may, in its sole discretion, terminate and amend this Plan from time to time provided, however, that the Plan may not be terminated or amended to the prejudice or detriment of any Participant during the three (3) year period immediately following a Change in Control (or, if later, thirty six (36) months from the consummation of the transaction giving rise to the Change in Control). Without limiting the generality of the foregoing, the proviso of the preceding sentence shall not, at any time or in any event, be amended or deleted. Subject to the foregoing, the Employee Benefit Plan Board may make such amendments to the Plan as it deems necessary or desirable except those amendments which substantially increase the cost of the Plan to PPL or a Participating Company or significantly alter the benefit design or eligibility requirements of the Plan. Each amendment to the Plan will be binding on each Participating Company. No termination or amendment shall (without Participant's consent) alter Participant's right to monthly payments which have commenced prior to the effective date of such termination or amendment. Prior to a Change in Control, the Board specifically reserves the right to terminate or amend this Plan to eliminate the right of any Participant to receive payment hereunder prior to the time when payments are in pay status under this Plan. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall cause the amounts due hereunder to be paid in one or more installments or upon such XI-1

other terms and conditions and at such other time as the EBPB determines to be just and equitable, but in no event later than the time such amounts would otherwise have been paid. XI-2

ARTICLE XI EFFECTIVE DATE 11. Effective Date. The original effective date of this Plan is July 1, 1985. The effective date of this amended and restated Plan is October 1, 1999. Executed this _____ day of_______________, 2000. PPL ELECTRIC UTILITIES CORPORATION By:_______________________________________ Charles P. Pinto Vice President-Human Resources

Appendix A
# of Full Consecutive Months of Employment --------------------60 59 58 57 56 55 54 53 52 51 50 49 48 47 46 45 44 43 42 41 40 39 38 37 # of Full Consecutive Months of Employment --------------------36 35 34 33 32 31 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12

Reduction Factor (%) -------------------0.0000 0.4167 0.8333 1.2500 1.6667 2.0833 2.5000 2.9167 3.3333 3.7500 4.1667 4.5833 5.0000 5.8333 6.6667 7.5000 8.3333 9.1667 10.0000 10.8333 11.6667 12.5000 13.3333 14.1667

Reduction Factor (%) -------------------15.0000 16.2500 17.5000 18.7500 20.0000 21.2500 22.5000 23.7500 25.0000 26.2500 27.5000 28.7500 30.0000 31.6667 33.3333 35.0000 36.6667 38.3333 40.0000 41.6667 43.3333 45.0000 46.6667 48.3333 50.0000

A-1

AMENDMENT NO. 1 TO PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, PPL Services Corporation ("PPL") adopted the PPL Supplemental Executive Retirement Plan (the "Plan"), effective July 1, 2000, for certain of its employees; and WHEREAS, the Plan was amended and restated effective July 1, 2000; and WHEREAS, PPL desires to further amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: I. Effective July 1, 2000 the following sections of Articles 2 and 10 are amended to read: 2. Definitions. (d) "Board" means the Board of Directors of PPL Services Corporation. 10. Termination or Amendment. The Board may, in its sole discretion, terminate and amend this Plan from time to time provided, however, that the Plan may not be terminated or amended to the prejudice or detriment of any Participant during the three (3) year period immediately following a Change in Control (or, if later, thirty six (36) months from the consummation of the transaction giving rise to the Change in Control). Without limiting the generality of the foregoing, the proviso of the preceding sentence shall not, at any time or in any event, be amended or deleted. Subject to the foregoing, the Employee Benefit Plan Board may adopt any amendment that does not significantly affect the cost of the Plan or significantly alter the -1-

benefit design or eligibility requirements of the Plan. Each amendment to the Plan will be binding on the Participating Company to which it applies. No termination or amendment shall (without Participant's consent) alter Participant's right to monthly payments which have commenced prior to the effective date of such termination or amendment. Prior to a Change in Control, the Board specifically reserves the right to terminate or amend this Plan to eliminate the right of any Participant to receive payment hereunder prior to the time when payments are in pay status under this Plan. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall cause the amounts due hereunder to be paid in one or more installments or upon such other terms and conditions and at such other time as the EBPB determines to be just and equitable, but in no event later than the time such amounts would otherwise have been paid. II. Except as provided for in this Amendment No. 1, all other provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment No. 1 is executed this ____ day of _________________________, 2000. PPL SERVICES CORPORATION By:_______________________________ Charles P. Pinto Vice President-Human Resources -2-

Exhibit 10(k) PPL CORPORATION INCENTIVE COMPENSATION PLAN EFFECTIVE JANUARY 1, 1987 Amended and Restated effective February 14, 2000

PPL CORPORATION INCENTIVE COMPENSATION PLAN EFFECTIVE JANUARY 1, 1987 TABLE OF CONTENTS
SECTION ------1 2 PAGE ---1 1 II-1 II-1 II-1 II-1 II-2 II-3 II-4 II-4 II-4 II-4 II-4 II-4 II-4 II-5 II-8 II-9 II-9 II-9 II-9 II-9 II-9 II-9 II-10 II-10 II-10

Purpose ............................................................................... Definitions............................................................................ (a) Affiliated Company or Affiliated Companies..................................... (b) Award.......................................................................... (c) Board.......................................................................... (d) Cause.......................................................................... (e) Change in Control.............................................................. (f) Code........................................................................... (g) Committee...................................................................... (h) Common Stock................................................................... (i) Date of Grant.................................................................. (j) Disability or Disabled......................................................... (k) Eligible Employee.............................................................. (l) Exchange Act................................................................... (m) Fair Market Value.............................................................. (n) Good Reason.................................................................... (o) Incentive Stock Option......................................................... (p) Option or Stock Option......................................................... (q) Other Stock-Based Award........................................................ (r) Participant.................................................................... (s) Performance-Based Award........................................................ (t) Person......................................................................... (u) Plan........................................................................... (v) Potential Change in Control.................................................... (w) PPL............................................................................ (x) PPL Corporation................................................................ (y) Restricted Stock...............................................................

-i-

3 4 5 6 7 8 9 10 11

(z) Restriction Period................................................................ (aa) Retirement........................................................................ (bb) Termination............................................................................. Effective Date and Duration............................................................. Administration of the Plan.............................................................. Grant of Awards and Limitation of Number of Shares Awarded.............................. Eligibility............................................................................. Restricted Stock........................................................................ Stock Options........................................................................... Amendment of the Plan................................................................... Miscellaneous Provisions................................................................ Other Stock-Based Awards................................................................

II-10 II-10 II-10 7 7 8 8 9 10 14 14 18

PPL CORPORATION INCENTIVE COMPENSATION PLAN SECTION 1. PURPOSE. The purpose of the PPL Corporation Incentive Compensation Plan (the "Plan") is to provide a method whereby officers and other key employees of PPL Corporation, PPL Electric Utilities Corporation and other Affiliated Companies may be awarded additional remuneration in a manner which increases their ownership interest, aligns their interest with that of shareowners and encourages them to remain in the employ of PPL Corporation or an Affiliated Company. The Plan was originally adopted byPPL Electric Utilities Corporation, effective January 1, 1987, and at that time was named the Pennsylvania Power & Light Company Incentive Compensation Plan. Sponsorship of the Plan is now being assumed by PPL Corporation and the Plan is hereby renamed as the PPL Corporation Incentive Compensation Plan. I-1

SECTION 2. DEFINITIONS. The following definitions are applicable to the Plan: (a) "Affiliated Company" or "Affiliated Companies" shall mean any parent or subsidiaries of PPL Corporation (or companies under common control with PPL Corporation) which are members of the same controlled group of corporations (within the meaning of Section 1563(a) of the Code) as PPL Corporation or are companies under common control with PPL Corporation (within the meaning of Section 414(c) of the Code). (b) "Award" means, individually or collectively, Options, Restricted Stock or other Stock-Based Award granted hereunder. (c) "Board" means the Board of Directors of PPL Corporation. (d) "Cause" for termination by PPL Corporation or an Affiliated Company of a Participant's employment means (i) the willful and continued failure by Participant to substantially perform Participant's duties with PPL Corporation or an Affiliated Company (other than any such failure resulting from Participant's incapacity due to physical or mental illness or, if applicable, any such actual or anticipated failure after the issuance of any "Notice of Termination for Good Reason" by the Participant pursuant to any severance agreement between Participant and PPL Corporation or an Affiliated Company) after a written demand for substantial performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not substantially performed Participant's duties, or (ii) the willful engaging by Participant in II-1

conduct which is demonstrably and materially injurious to PPL Corporation or an Affiliated Company, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act or failure to act, on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's act, or failure to act, was in the best interest of PPL Corporation or an Affiliated Company and (y) in the event of a dispute concerning the application of this provision, no claim by PPL Corporation or an Affiliated Company that Cause exists shall be given effect unless PPL Corporation or the Affiliated Company establishes to the Board by clear and convincing evidence that Cause exists. If at the time of determination, a Participant is employed by an Affiliated Company, for purposes of this definition, the board of directors of such Affiliated Company shall be substituted for the Board. (e) "Change in Control" means the occurrence of any one of the following events: (i) any change in the control of PPL Corporation of a nature that would be required to be reported in response to Item 1(a) of Form 8-K under the Exchange Act; (ii) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with PPL Corporation to effect a transaction described in clause (i), (iii) or (iv) of this paragraph) whose election by the Board or nomination for election by PPL Corporation's shareowners was ap proved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who II-2

either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof; (iii) any Person becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of PPL Corporation representing 20% or more of the combined voting power of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors; (iv) the consummation of any merger or consolidation of PPL Corporation with any other corporation or a plan of complete liquidation of PPL Corporation or the sale or other disposition of all or substantially all of the assets of PPL Corporation to any other person or persons unless, after giving effect thereto, (a) holders of PPL Corporation's then outstanding securities entitled to vote generally in the election of directors will own a majority of the outstanding stock entitled to vote gener ally in the election of directors of the continuing, surviving or transferee corporation or any parent (within the meaning of Rule 12b-2 under the Exchange Act) thereof and (b) the incumbent members of the Board as constituted immediately prior thereto shall constitute at least a majority of the directors of the continuing, surviving or transferee corporation and any parent thereof; or (v) the Board adopts a resolution to the effect that a "Change in Control" has occurred or is anticipated to occur. (f) "Code" means the Internal Revenue Code of 1986, as may be amended from time to time. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations II-3

promulgated thereunder. (g) "Committee" means two or more non-employee directors, unless otherwise determined by the Board, who have been designated by the Board to act as the Committee and qualify as non-employee directors under the Exchange Act and outside directors under Section162(m) of the Code. (h) "Common Stock" means the common stock of PPL Corporation. (i) "Date of Grant" means the date on which the granting of an Award is authorized by the Committee or such later date as may be specified by the Committee in such authorization. (j) "Disability" or "Disabled" means the inability of the Participant to perform each and every duty pertaining to the Participant's regular occupation by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six months. (k) "Eligible Employee" means any person employed by PPL Corporation or an Affiliated Company on a regularly scheduled basis during any portion of a period for which an Award can be made and who satisfies all of the requirements of Section 6. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. Reference in this Plan to any section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section and any rules promulgated thereunder. II-4

(m) "Fair Market Value" means the average of the high and low sale prices of the Common Stock as reflected in the New York Stock Exchange Composite Transactions on the date as of which Fair Market Value is being determined or, if no Common Stock is traded on the date as of which Fair Market Value is being determined, Fair Market Value shall be the average of the high and low sale prices of the Common Stock as reflected in the New York Stock Exchange Composite Transactions on the next preceding day on which the Common Stock was traded. (n) "Good Reason" for termination of Participant's employment with PPL Corporation or an Affiliated Company by such Participant means the occurrence (without Participant's express written consent) after a Change in Control or after a Potential Change in Control (treating all references to a "Change in Control" in paragraphs (a) through (g), below, as including references to a "Potential Change in Control" to the extent appropriate), of any one of the following acts or failures to act, by PPL Corporation or an Affiliated Company: (i) the assignment to Participant of any duties inconsistent with Participant's status as an executive officer or key employee of PPL Corporation or an Affiliated Company or a substantial adverse alteration in the nature or status of Participant's responsibilities from those in effect immediately prior to a Change in Control; (ii) a reduction by PPL Corporation or an Affiliated Company of Participant's annual base salary as in effect immediately prior to date the II-5

Change of Control or Potential Change of Control occurs or as the same may be increased from time to time, except that across-the-board decreases uniformly affecting management, key employees and salaried employees of PPL Corporation or an Affiliated Company, or the business unit in which Participant is then employed shall not be treated as Good Reason; (iii) the relocation of Participant's principal work location to a location more than 30 miles from such work location immediately prior to a Change in Control, or PPL Corporation's or an Affiliated Company's requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on PPL Corporation's or an Affiliated Company's business to an extent substantially consistent with the Participant's present business travel obligations as in effect immediately prior to the Change in Control; (iv) the failure by PPL Corporation or an Affiliated Company to pay to Participant any portion of Participant's current compensation or to pay to Participant any portion of an installment of deferred compensation under any deferred compensation program of PPL Corporation or an Affiliated Company, within seven (7) days of the date such compensation is due, except for across-the-board compensation deferrals uniformly affecting management, key employees and salaried employees of PPL Corporation or an Affiliated Company, or the business unit in which Participant is then employed; II-6

(v) the failure by PPL Corporation or an Affiliated Company to continue in effect any compensation or benefit plan in which Participant participates immediately prior to a Change in Control which is material to Participant's total compensation, or any substitute plans adopted prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing sub stitute or alternative plan) has been made with respect to such plan, or the failure by PPL Corporation or Affiliated Company to continue Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of Participant's participation relative to other participants, as existed immediately prior to the Change in Control, (vi) the failure by PPL Corporation or an Affiliated Company to continue to provide Participant with benefits substantially similar to those enjoyed by Participant under any of PPL Corporation's or an Affiliated Company's pension, retirement, savings, life insurance, medical, health and accident, or disability plans in which Participant was participating immediately prior to a Change in Control, except for across-the-board changes to any such plans uniformly affecting all participants in such plans, the taking of any action by PPL Corporation or an Affiliated Company which would directly or indirectly materially reduce any of such benefits or deprive Participant of any material fringe benefit enjoyed by Participant immediately prior to a Change in Control, II-7

or the failure by PPL Corporation or an Affiliated Company to provide Participant with the number of paid vacation days to which Participant is entitled on the basis of years of service with PPL Corporation or an Affiliated Company in accordance with PPL Corporation's or an Affiliated Company's normal vacation policy in effect at the time of the Change in Control; or (vii) any purported termination of the Participant's employment which is not effected in the manner required by any severance agreement between the Participant and PPL Corporation or an Affiliated Company. Participant's right to terminate his or her employment with PPL Corporation or an Affiliated Company for Good Reason shall not be affected by Participant's incapacity due to physical or mental illness. Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed correct unless PPL Corporation or an Affiliated Company establishes to the Board by clear and convincing evidence that Good Reason does not exist. If at the time of any such determination, the Participant is employed by an Affiliated Company, such determination shall be made by the board of directors of such Affiliated Company, rather than the Board. (o) "Incentive Stock Option" means an incentive stock option within the II-8

meaning of Section 422 of the Code. (p) "Option" or "Stock Option" means either an Incentive Stock Option or a nonqualified stock option granted under Section 8 with respect to Common Stock. (q) "Other Stock-Based Award" means an award granted under Section 11. (r) "Participant" means an Eligible Employee who has been granted an Award under the Plan. (s) "Performance-Based Award" means an Other Stock-Based Award granted under Section 11. (t) "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; provided, however, a Person shall not include (i) PPL Corporation or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of PPL Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareowners of PPL Corporation in substantially the same proportions as their ownership of stock of PPL Corporation. (u) "Plan" means the PPL Corporation Incentive Compensation Plan, as amended and restated. (v) "Potential Change in Control" means the occurrence of any one of the conditions set forth in the following clauses: (i) PPL Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in II-9

Control; (ii) any Person publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any Person is or becomes the beneficial owner, directly or indirectly, of securities of PPL Corporation representing 5% or more of the combined voting power of PPL Corporation then outstanding securities entitled to vote generally in the election of directors; or (iv) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. (w) "PPL" means PPL Electric Utilities Corporation (prior to February 14, 2000, PP&L, Inc.). (x) "PPL Corporation" means PPL Corporation (prior to February 14, 2000, PP&L Resources, Inc.). (y) "Restricted Stock" means Common Stock awarded to a Participant under Section 7. (z) "Restriction Period" means that period of time determined by the Committee pursuant to Section 7B that a Restricted Stock Award is subject to a restriction on its transfer. (aa) "Retirement" means (i) for a Participant who is entitled to benefits under the PPL Retirement Plan, termination of employment with PPL Corporation and all of its Affiliated Companies after satisfying the conditions for early retirement, normal II-10

retirement or late retirement under such plan; or (ii) for all other Participants, termination of employment with PPL Corporation and all of its Affiliated Companies after (a) attaining age 65, or (b) after attaining age 50, if the Committee, in its sole discretion determines that such termination constitutes "Retirement" for purposes of this Plan. (bb) "Termination" means a Participant's resignation or discharge from employment with PPL Corporation and all of its Affiliated Companies for any reason other than death, Disability or Retirement. II-11

SECTION 3. EFFECTIVE DATE AND DURATION. Upon the approval of the predecessor plan by the holders of a majority of the shares of 4 1/2% Preferred Stock, Series Preferred Stock, Preference Stock and Common Stock of PPL present (either in person or by proxy) at the 1987 Annual Meeting of shareowners, the predecessor plan became effective on January 1, 1987. This Plan was amended and restated effective as of January 1, 1999 upon the approval of the Plan by the holders of a majority of the shares of PPL Corporation Common Stock present (either in person or by proxy) at the 1999 Annual Meeting of Shareowners. Awards of Incentive Stock Options may be made under the Plan for a period of ten years after January 1, 1999. This Plan shall continue in effect until all matters relating to the payment of Awards and the administration of the Plan have been settled. The Plan was amended and restated effective February 14, 2000 to recognize the change in corporate names of PPL Corporation and PPL Electric Utilities Corporation. III-1

SECTION 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee. The Committee shall have full power and authority to make Awards to Eligible Employees pursuant to the provisions of the Plan, to interpret the provisions of the Plan and to supervise the administration of the Plan and to delegate any of the foregoing responsibilities to any Person, who, in its sole discretion, it deems appropriate, provided such delegation is consistent with the requirements of Section 162(m) of the Internal Revenue Code, if applicable. All decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding upon all parties affected thereby. IV-1

SECTION 5. GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES AWARDED. The Committee may, from time to time, grant Awards to one or more Eligible Employees, provided that: (i) subject to any adjustment pursuant to Section 10G and any limitation pursuant to Section 10H, the maximum number of shares of Common Stock subject to Awards (including Incentive Stock Options) shall not exceed annually 2% of the outstanding Common Stock of PPL Corporation on the first day of each calendar year commencing on and after January 1, 1999; (ii) the maximum number of Options awarded to any single Eligible Employee in any calendar year shall not exceed 1.5 million shares; provided that any portion of such maximum number of shares that has not been granted may be carried over and used in any subsequent year; (iii) to the extent that an Award lapses or is forfeited or the rights of the Participant to whom an Award was granted terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan; and (iv) shares delivered under the Plan may be authorized and unissued Common Stock, Common Stock held in the treasury of PPL Corporation or Common Stock purchased on the open market (including private purchases) in accordance with applicable securities laws. V-1

SECTION 6. ELIGIBILITY. A. Covered Employees. Officers and other key employees of PPL Corporation or an Affiliated Company (including officers or employees who are members of the Board or the Board of Directors of PPL Corporation and/or any Affiliated Company, but excluding directors who are not officers or employees). B. Selection of Participants. Subject to the provisions of the Plan, the Committee shall from time to time select from the Eligible Employees those to whom Awards shall be granted and determine the amount of such Award. No officer or employee of PPL Corporation or an Affiliated Company shall have any right to be granted an Award under the Plan. VI-1

SECTION 7. RESTRICTED STOCK. A. Grants of Restricted Stock. An Award of Restricted Stock shall be granted in the form of shares of Common Stock, restricted as provided in this Section 7. The Restricted Stock shall be issued without the payment of consideration by the Participant. The certificates for the Restricted Stock shall be issued in the name of the Participant to whom the Award is made, shall be retained by PPL Corporation on behalf of the Participant (together with a stock power endorsed in blank) and shall bear a restrictive legend prohibiting the sale, transfer, pledge or hypothecation of the Restricted Stock until the expiration of the Restriction Period. The Committee may also impose such other restrictions and conditions on the Restricted Stock as it deems appropriate. Upon the issuance to a Participant of Restricted Stock, the Participant shall have the right to vote the Restricted Stock and receive cash dividends distributable with respect to such Restricted Stock. Upon completion of the Restriction Period, all restrictions on the Award will expire and new certificates representing the Restricted Stock will be issued without the restrictive legend described in this Section 7. As a condition precedent to the receipt of these new certificates, the Participant (or the Participant's designated beneficiary or personal representative) will agree to make payment to PPL Corporation or an Affiliated Company of the amount of any federal, state or local taxes, payable by the Participant, which are required to be withheld by PPL Corporation or an Affiliated Company with VII-1

respect to the Award. B. Restriction Period. At the time a Restricted Stock Award is granted, the Committee shall establish a Restriction Period applicable to such Award which shall be not less than three years and not more than ten years from the Date of Grant, subject to the provisions of Section 7C. Each Restricted Stock Award may have a different Restriction Period. Notwithstanding the other provisions of this Section 7: (i) in the event of a Change in Control, the Restriction Periods on all Restricted Stock Awards previously granted shall lapse and; (ii) apart from a Change in Control, the Committee is also authorized, in its sole discretion to accelerate the time at which any or all of the restrictions on all or any part of a Restricted Stock Award shall lapse or to remove any or all of such restrictions whenever the Committee may decide that changes in tax or other laws or other circumstances arising after the granting of a Restricted Stock Award make such action appropriate; provided, however, that no acceleration or removal of restrictions pursuant to this clause (ii) shall result in payout of Common Stock to the Participant less than six months after the Date of Grant, except pursuant to Section 7C below upon the Termination, death, Disability or Retirement of the Participant. C. Forfeiture or Payout of Award. During the Restriction Period, Restricted Stock Awards are subject to forfeiture or payout (i.e., removal of restrictions) as indicated for each of the following events: (a) Termination - In this event, the Restricted Stock Award will be completely forfeited. VII-2

(b) Retirement - In this event, the Restricted Stock Award will be completely forfeited. (c) Disability - In this event, payout of the Restricted Stock Award will be prorated as if the Participant had maintained active employment until age 65. (d) Death - In this event, payout of the Restricted Stock Award will be prorated as if the Participant had maintained active employment until age 65. In any instance where payout of a Restricted Stock Award is to be prorated, the Committee may choose in its sole discretion to provide the Participant (or the Participant's estate) with the entire Award rather than the prorated portion thereof. Notwithstanding anything in this Section 7C to the contrary, in the event that prior to any payout of Common Stock a Participant described in paragraph (c) violates any noncompete agreements between Participant and PPL Corporation or an Affiliated Company, his Restricted Stock Award will be completely forfeited. Any Restricted Stock which is forfeited hereunder will be transferred to PPL Corporation. D. Section 83(b) Election. As a condition of receiving Restricted Stock, a Participant shall agree in writing to notify PPL Corporation within 30 days of the Date of Grant whether or not the Participant has made an election under Section 83(b) of the Code to report the value of the Restricted Stock as income on the Date of Grant. VII-3

SECTION 8. STOCK OPTIONS. A. Grant of Option. One or more Options may be granted to any Eligible Employee designated by the Committee in such amounts and subject to such terms and conditions as the Committee may from time to time, in its sole discretion, determine, but which are consistent with the terms of this Plan. B. Notification of the Grant of an Option. Each Option granted under the Plan shall be evidenced by a Notification of the Grant of an Option ("Notification"). The Notification shall contain such provisions as determined by the Committee, which may include, without limitation, provisions to qualify Incentive Stock Options as such under Section 422 of the Code; provided, however, that each Notification must at a minimum include the following terms and conditions: (i) that the Options are exercisable either in whole or in part, with a partial exercise not affecting the exercisability of the balance of the Option; (ii) every share of Common Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise; (iii) each Option shall cease to be exercisable, as to any share of Common Stock, upon the first to occur of (a) the Participant's purchase of the Common Stock to which the Option relates; or (b) the lapse of the Option; and (iv) unless authorized by the Committee, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative. C. Exercise of an Option. A Participant shall exercise an Option by executing and delivering to PPL Corporation an "Election to Exercise an Option." The VIII-1

Election to Exercise an Option shall be in such form and shall contain such provisions consistent with the terms of this Plan and the Notification with respect to such Option as are determined by the Committee. Notwithstanding the foregoing, if the Committee determines that issuance of shares of Common Stock should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion of counsel satisfactory to the Committee that an appropriate exemption from such registration is available, (C) the listing or inclusion of the shares of Common Stock on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Common Stock, the Committee may defer exercise of any Option granted hereunder until any of the events described in this sentence has occurred. D. Option Price. The Option price per share of Common Stock shall be set forth in the Notification, but shall not be less than 100% of the Fair Market Value per share as of the Date of Grant. E. Form of Payment. At the time of the exercise of the Option, the Option price shall be payable in United States dollars by (i) check, (ii) in other shares of Common Stock, (iii) by such other mode of payment as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) in a combination of forms (i), (ii) and (iii). When Common Stock is used in full or partial payment of the Option price, it shall be valued at its Fair Market Value on the date the Option is exercised. VII-2

F. Other Terms and Conditions. Provided the Option price is paid in full, the Option shall be exercisable in whole or in part in such manner and during such period, as shall be set forth in the Notification. G. Right to Exercise. Each Participant must remain in the continuous employ of PPL Corporation or an Affiliated Company for one year from the date the Participant's Option is granted before the Participant can exercise any part thereof. Notwithstanding the foregoing, if a Change in Control occurs prior to the satisfaction of a Participant's one year of continuous employment requirement, that requirement shall no longer be applicable. Following the satisfaction of the one year of continuous employment requirement or following a Change in Control, whichever is applicable, the Option will be exercisable as follows: (a) Each Option shall be exercisable in its entirety or in such installments, which need not be equal, and upon such contingencies, as the Committee shall determine in its discretion, provided that in no event shall the right to exercise an Option extend beyond the day before the tenth anniversary of the Date of Grant, and further provided that in the event of a Change in Control, any portion of the Option that is not then exercisable shall become immediately exercisable following the Change in Control. The Committee is authorized, in its sole discretion, to accelerate the time at which all or any part of an Option may be exercisable. (b) The right to exercise a portion of the Option included in any exercisable installment is cumulative; once such right has become exercisable, it may be exercised in whole at any time or in part from time to time until the expiration of the Option VIII-3

term, including without limitation, any installment that becomes exercisable following a Change in Control. H. Term of Option. At the time an Option is granted, the Committee shall establish an Option term applicable to such Award. Except as otherwise provided in this Plan or in the Notification, the Option term for any Award shall not end later than the earliest of the following: (a) the date a Participant violates any non-compete agreement entered into by the Participant and PPL Corporation or an Affiliated Company; (b) the day before the tenth anniversary of the Date of Grant for such Award; or (c) the applicable date below: (1) Termination - The Option term with respect to all Awards to a Participant who has a Termination shall end on the date of such Termination; provided, however, that the Committee is authorized in its sole discretion to extend the Option term for a period of not more than 90 days after the date of Termination. (2) Retirement, Death or Disability - The Option term with respect to all Awards to a Participant who has a, death or Disability shall end 36 months after the date of such, death or Disability. The Option term with respect to all awards to a Participant who has a Retirement shall end on the earlier of the date specified in paragraph (a) or (b), above. (3) Change in Control - Notwithstanding anything in this Section 8H to the contrary, the Option term with respect to all Awards to a Participant whose VIII-4

employment terminates with PPL Corporation and all Affiliated Companies following a Change in Control shall end 36 months after the date Participant's employment terminates with PPL Corporation and all Affiliated Companies following the Change in Control. A Participant's employment shall be treated as having terminated following a Change in Control only if: (I) The Participant's employment terminates within 36 months after the month in which a Change in Control occurs, unless such termination of employment is (1) by PPL Corporation or an Affiliated Company for Cause, or (2) by the Participant without Good Reason, or (3) by reason of death, Disability or Retirement, or (II) The Participant's employment is terminated prior to a Change in Control (whether or not a Change in Control ever occurs) (A) by PPL Corporation or an Affiliated Company without Cause, at the request or direction of a Person who has entered into an agreement with PPL Corporation the consummation of which would constitute a Change in Control, or (B) at the Participant's initiative for Good Reason and the circumstance or event which constitutes Good Reason occurs at the direction of such Person, or (III) the Participant's employment is terminated by PPL Corporation or an Affiliated Company without Cause or by the Participant for Good Reason, and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control occurs). VIII-5

For purposes of any determination regarding the applicability of paragraphs (II) and (III), above, any position taken by the Participant shall be presumed to be correct unless PPL Corporation or an Affiliated Company establishes to the Board by clear and convincing evidence that such position is not correct. Moreover, if at the time of any such determination, a Participant is employed by an Affiliated Company, such determination shall be made by the board of directors of such Affiliated Company, rather than the Board. I. Rights as a Shareowner. A Participant or a transferee of a Participant shall have no rights as a shareowner with respect to any shares of Common Stock covered by an Option until the date of the issuance of a certificate for such shares of Common Stock. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 10G. J. Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the exchange of outstanding Options (to the extent not theretofore exercised) for the granting of new Options in substitution therefor. Notwithstanding the foregoing, no modification of an Option shall, without the consent of the Participant, alter or adversely affect the rights or obligations of a Participant under any Option previously granted under the Plan. K. Early Disposition of Common Stock. If a Participant shall dispose of any VIII-6

shares of Common Stock purchased pursuant to an Incentive Stock Option within one year from the date the shares were acquired or within two years from the Date of Grant of the Option under which such shares of Common Stock were purchased, then, to provide PPL Corporation with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, the Participant shall within ten days of such disposition notify PPL Corporation of the dates of acquisition and disposition of such shares of Common Stock, the number of shares so disposed and the consideration, if any, received therefor. L. Individual Dollar Limitations. In the case of an Incentive Stock Option, the aggregate fair market value (determined at the time such Option is granted) of the Common Stock with respect to which an Incentive Stock Option is exercisable for the first time by an Eligible Employee during any calendar year (whether under this Plan or another plan or arrangement of PPL Corporation or an Affiliated Company) shall not exceed $100,000 (or such other limit as may be in effect under the Code on the date of exercise). M. No Obligation to Exercise Option. The granting of an Option shall impose no obligation on the Participant to exercise such Option. VIII-7

SECTION 10. MISCELLANEOUS PROVISIONS. A. Nontransferability. No benefit or right provided under the Plan shall be subject to alienation or assignment by a Participant (or by any person entitled to such benefit pursuant to the terms of the Plan) or subject to attachment or other legal process of whatever nature. Any attempted alienation, assignment or attachment shall be void and of no effect. Payment shall be made only to the Participant entitled to receive the same or to the Participant's authorized legal representative. Deposit of any sum in any financial institution to the credit of any Participant (or of a person entitled to such sum pursuant to the terms of the Plan) shall constitute payment to that Participant (or such person). PPL Corporation and all Affiliated Companies will observe the terms of the Plan unless and until ordered to do otherwise by a state or federal court. As a condition of participation, each Participant agrees to hold PPL Corporation and all Affiliated Companies harmless from any claim that arises out of PPL Corporation's or an Affiliated Company's obeying any such order whether such order affects a judgment of such court or is issued to enforce a judgment or order of another court. B. No Employment Right. Neither this Plan nor any action taken hereunder shall be construed as giving any right to be retained as an employee of PPL Corporation or any Affiliated Company. C. Tax Withholding. Whenever under the Plan Common Stock is to be delivered pursuant to an Award, PPL Corporation may require as a condition of delivery that Participant remit an amount sufficient to satisfy all federal, state and local tax X-1

withholding requirements related thereto. In addition, PPL Corporation may deduct from any salary or other payment due to such Participant, an amount sufficient to satisfy all federal, state and local tax withholding requirements related to the delivery of Common Stock under the Plan. Without limiting the generality of the foregoing, Participant may elect to satisfy all or part of the foregoing withholding requirements by delivery of unrestricted shares of Common Stock owned by Participant for at least six months (or such other period as PPL Corporation may determine), having a Fair Market Value (determined as of the date of such delivery by Participant) equal to all or part of the amounts to be so withheld. As a condition of accepting such delivery, PPL Corporation may require Participant to furnish an opinion of counsel acceptable to PPL Corporation to the effect that such delivery will not result in Participant incurring any liability under Section 16(b) of the Exchange Act. Alternatively, PPL Corporation may permit any such delivery to be made by withholding shares of Common Stock from the shares otherwise issuable pursuant to the Award giving rise to the tax withholding obligation (in which event the shares shall be valued at their Fair Market Value on the date when the withholding taxes are otherwise due). D. Government and Other Regulations. The obligation of PPL Corporation to make payment for any Awards shall be subject to all applicable laws, rules and regulations, and to such approvals by any government agencies as the Committee may determine in its sole discretion to be required. E. Indemnification. Each person who is or at any time serves as a member of the Board, the Committee or PPL Corporation's Board of Directors shall be indemnified X-2

and held harmless by PPL Corporation against and from: (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action or failure to act under the Plan; and (ii) any and all amounts paid by such person in satisfaction of judgment in any such action, suit or proceeding relating to the Plan. Each person covered by this indemnification shall give PPL Corporation an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person's own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the bylaws of PPL Corporation, as a matter of law, or otherwise, or any power that PPL Corporation may have to indemnify such person or hold such person harmless. F. Reliance on Reports. Each member of the Board, the Committee and PPL Corporation's Board of Directors shall be fully justified in relying or acting in good faith upon any report made by the independent public accountants of, or counsel for, PPL Corporation and upon any other information furnished in connection with the Plan. In no event shall any person who is or shall have been a member of the Board, the Committee or PPL Corporation's Board of Directors be liable for any determination made or other action taken or any failure to act in reliance upon any such report or information or for any action taken, including without limitation the furnishing of information, or failure to act, if in good faith. G. Changes in Capital Structure. In the event of any change in the outstanding X-3

shares of Common Stock by reason of any stock dividend or split, recapitalization, combination or exchange of shares or other similar changes in the Common Stock, appropriate adjustments shall be made in the shares of Restricted Stock theretofore awarded to the Participants, the shares of Common Stock subject to outstanding and unexercised Options and the aggregate number of shares of Common Stock which may be awarded pursuant to the Plan. Such adjustments shall be conclusive and binding for all purposes. Additional shares of Restricted Stock issued to a Participant as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate. H. New York Stock Exchange Requirements. In accordance with the requirements of the New York Stock Exchange (the "NYSE") for the listing of newly issued shares of Common Stock subject to Awards, the Committee may not grant Awards under the Plan to the extent that the aggregate number of shares subject to Awards granted after approval of the Plan at the 1999 Annual Meeting of shareowners of PPL Corporation would exceed 5% of the outstanding Common Stock of PPL Corporation on the date of such Annual Meeting, unless the issuance of the shares of Common Stock subject to any such additional Awards has been approved by the shareowners of PPL Corporation to the extent required by the rules of the NYSE. I. Company Successors. In the event PPL Corporation becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which PPL Corporation will not be the surviving corporation or in which the holders of the Common Stock will receive securities of another corporation, then such X-4

other corporation shall assume the rights and obligations of PPL Corporation under this Plan. J. Governing Law. All matters relating to the Plan or to Awards granted hereunder shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. K. Relationship to Other Benefits. The value of Awards hereunder and dividends paid on the Common Stock during the Restriction Period, will be considered earnings for purposes of PPL's Supplemental Executive Retirement Plan to the extent provided for therein. Otherwise, Awards under the Plan shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, disability or group insurance plan of PPL Corporation or any Affiliated Company except as may be required by federal tax law and regulation or to meet other applicable legal requirements. L. Expenses. The expenses of administering the Plan shall be borne by PPL Corporation and the Affiliated Companies whose Eligible Employees have been granted Awards. M. Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. X-5

SECTION 11. OTHER STOCK-BASED AWARDS (a) Generally. The Committee, in its sole discretion, may grant awards of Common Stock, awards of restricted shares and awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Common Stock ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more shares of Common Stock (or the equivalent cash value of such Common Stock) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other StockBased Awards will be made; the amount of Common Stock to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Common Stock or a combination of cash and Common Stock; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof). (b) Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this Section 11 may be granted in a manner which is deductible by PPL Corporation under Section 162(m) of the Code (or any successor section thereto)("Performance-Based Awards"). A Participant's Performance-Based Award shall be determined based on the attainment of written XI-1

performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders' equity; (vii) expense management; (viii) return on investment before or after the cost of capital; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) changes in net assets (whether or not multiplied by a constant percentage intended to represent the cost of capital); (xix) return on assets; and (xx) independent industry ratings or assessments. The foregoing criteria may relate to PPL Corporation, one or more of its subsidiaries or one or more of its divisions, units, minority investments, partnerships, joint ventures, product lines or products or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items or accounting changes. The maximum amount of a XI-2

Performance-Based Award to any Participant with respect to a fiscal year of PPL Corporation shall be 1.5 million shares; provided that any portion of such maximum number of shares that has not been granted may be carried over and used in any subsequent year. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No PerformanceBased Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a PerformanceBased Award. Executed this ____ day of, 2000. PPL CORPORATION By: Charles P. Pinto Vice President-Human Resources XI-3

Exhibit 10(n) RETENTION AGREEMENT THIS RETENTION AGREEMENT, effective as of May 24, 2000, is made and entered into between PPL Corporation ("PPL") and Paul T. Champagne (the "Executive"). WHEREAS, PPL recognizes the need to develop and retain the Executive; and WHEREAS, PPL has determined that certain steps should be taken to encourage the Executive to remain with PPL; NOW THEREFORE in consideration of the premises and the mutual covenants herein contained and intending to be legally bound, PPL and the Executive agree as follows: SECTION 1. DEFINITIONS. The following definitions are applicable to this Retention Agreement: 1.1 "Affiliated Company" or "Affiliated Companies" means any parent or majority or 50% owned subsidiaries of PPL (or companies, limited liability companies or other legal entities under common control with PPL) including entities that are members of the same controlled group of corporations (within the meaning of Section 1563(a) of the Code) as PPL. 1.2 "Board" means the Board of Directors of PPL. 1.3 "Change in Control" means the occurrence of any one of the following events: (i) any change in the control of PPL of a nature that would be required to be reported in response to Item 1 (a) of Form 8-K under the Exchange Act; (ii) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and, any new director (other than a director designated by a Person who has entered into an agreement with PPL to effect a transaction described in clause (i), (iii) or (iv) of this paragraph) whose election by the Board or nomination for election by PPL'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 at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof; (iii) any Person becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of PPL representing 20% or more of the combined voting power of PPL's then outstanding securities entitled to vote generally in the election of directors; (iv) the approval by the shareowners of PPL of any merger or consolidation of PPL or any direct or indirect subsidiary with any other corporation or a plan of complete liquidation of PPL or the sale or other disposition of all or substantially all of the assets of PPL to any other person or persons unless, after -1-

giving effect thereto, (a) holders of PPL's then outstanding securities entitled to vote generally in the election of directors will own a majority of the outstanding stock entitled to vote generally in the election of directors of the continuing, surviving or transferee corporation or any parent (within the meaning of Rule 12b-2 under the Exchange Act) thereof and (b) the incumbent members of the Board as constituted immediately prior thereto shall constitute at least a majority of the directors of the continuing, surviving or transferee corporation and any parent thereof; or (v) the Board adopts a resolution to the effect that a "Change in Control" has occurred or is anticipated to occur. 1.4 "Code" means the Internal Revenue Code of 1986, as may be amended from time to time. 1.5 "Committee" means two or more non-employee directors, unless otherwise determined by the Board, who have been designated by the Board to act as the Committee and qualify as non-employee directors under the Exchange Act. 1.6 "Common Stock" means the common stock of PPL. 1.7 "Disability', or "Disabled" means the inability of the Executive to perform each and every duty pertaining to the Executive's regular occupation by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six months. 1.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. Reference in this Retention Agreement to any section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section and any rules promulgated thereunder. 1.9 "Fair Market Value" means the average of the high and low sale prices of the Common Stock as reflected in the New York Stock Exchange Composite Transactions on the date as of which Fair Market Value is being determined or, if no Common Stock is traded on the date as of which Fair Market Value is being determined, Fair Market Value shall be the average of the high and low sale prices of the Common Stock as reflected in the New York Stock Exchange Composite Transactions on the next preceding day on which the Common Stock was traded. 1.10 "Good Reason" for termination of the Executive's employment with PPL or an Affiliated Company by such Executive means the occurrence (without the Executive's express written consent) after a Change in Control of any one of the following acts or failures to act, by PPL or an Affiliated Company: (i) a reduction by PPL or an Affiliated Company of the Executive's annual base salary as in effect immediately prior to the date the Change in Control occurs or as the same may be increased from time to time, except that across- the-board decreases uniformly affecting management, key employees and salaried employees of PPL or an -2-

Affiliated Company, or the business unit in which the Executive is then employed, shall not be treated as Good Reason; (ii) the failure by PPL or an Affiliated Company to pay to the Executive any portion of the Executive's current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of PPL or an Affiliated Company, within seven (7) days of the date such compensation is due, except for across-the-board compensation deferrals uniformly affecting management, key employees and salaried employees of PPL or an Affiliated Company, or the business unit in which the Executive is then employed; (iii) the failure by PPL or an Affiliated Company to continue in effect any compensation or benefit plan in which the Executive participates immediately prior to a Change in Control which is material to the Executive's total compensation, or any substitute plans adopted prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by PPL or Affiliated Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; (iv) the failure by PPL or an Affiliated Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of PPL's or an Affiliated Company's pension, retirement, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to a Change in Control, except for across-the-board changes to any such plans uniformly affecting all participants in such plans, the taking of any action by PPL or an Affiliated Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately prior to a Change in Control, or the failure by PPL or an Affiliated Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with PPL or an Affiliated Company in accordance with PPL's or an Affiliated Company's normal vacation policy in effect at the time of the Change in Control; or (v) any purported termination of the Executive's employment that is not effected in the manner required by any severance agreement between the Executive and PPL or an Affiliated Company. The Executive's right to terminate his or her employment with PPL or an Affiliated Company for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. -3-

1.11 "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; provided, however, a Person 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 subsidiaries, (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. 1.12 "Termination for Cause" means (i) if a Change in Control has occurred, the termination by the Company of the Executive's employment due to (a) the willful and continued failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Executive after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, or (b) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (a) and (b) of this definition, (x) no act, or failure to act, on the Executives part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company, and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists. (ii) If a Change in Control has not occurred, the termination by the Company of the Executive's employment due to the willful violation of any Company policy (including PPL's Standards of Conduct and Integrity or any successor thereto), violation of any lawful direction of PPL or an Affiliated Company, gross negligence in the performance of duties or commission of a felony. SECTION 2. RESTRICTED STOCK AWARDS 2.1 In order to induce the Executive to remain in the employ of PPL or an Affiliated Company, the Committee has authorized an award under Section 11 of the PP&L, Inc. Incentive Compensation Plan (the "Award") to the Executive of 30,000 shares of Common Stock ("Shares") with a restriction period that will lapse, unless the restrictions lapse sooner pursuant to Section 2.2, 2.3 or 2.4 of this Retention -4-

Agreement, on May 23, 2018 (the "Lapse Date"), provided the Executive has remained in continuous employment with PPL or an Affiliated Company until such date. 2.2 In the event of the Executive's death or Disability while in the employ of PPL or an Affiliated Company prior to the Lapse Date, the Award will be prorated by multiplying the amount of shares that would have been free of restriction at the Lapse Date by a fraction, the numerator of which will be the years of actual service of the Executive from the date of the Award up to the date of death or Disability, and the denominator of which will be the number of years of service the Executive would have had if the Executive had maintained active employment from the date of the Award until the Lapse Date. 2.3 In the event of a Change in Control, the restriction on the Award shall lapse and the entire Award will be payable if and when a) the Executive's employment with PPL or an Affiliated Company is terminated by the acquiring company other than for cause as that term is defined in the Executive's change in control agreement with PPL or in a Termination for Cause as defined in this Retention Agreement if the Executive is not a party to a Change in Control Agreement with PPL; or b) the Executive terminates his employment with PPL or an Affiliated Company for Good Reason within three years after the Change in Control occurs. 2.4 As a condition of receiving the Award, the Executive shall agree in writing to notify PPL within 30 days of the date of execution of this Retention Agreement whether the Executive has made an election under Section 83(b) of the Code to report the value of the Shares as income on the date of the grant. An Award of Shares shall be restricted as provided herein. The Shares shall be issued without the payment of consideration by the Executive. The certificates for the Shares shall be issued in the name of the Executive to whom the Award is made, shall be retained, by PPL on behalf of the Executive (together with a stock power endorsed in blank) and shall bear a restrictive legend prohibiting the sale, transfer, pledge or hypothecation of the Shares until the Lapse Date. The Committee may also impose such other restrictions and conditions on the Shares as it deems appropriate. On the Lapse Date, if all conditions in this Retention Agreement have been met, all restrictions on the Award will expire and new certificates representing the Shares will be issued without the restrictive legend described in Section 4.11. As a condition precedent to the receipt of these new certificates, the Executive (or the Executive's designated beneficiary or personal representative) will agree to make payment to PPL or an Affiliated Company of the amount of any federal, state or local taxes, payable by the Executive, which are required to be withheld by PPL or an Affiliated Company with respect to the Award. SECTION 3. FORFEITURE OF AWARD -5-

3.1 Subject to Section 2.3(b) of this Retention Agreement, the Executive shall forfeit all rights to the Award if the Executive retires or resigns employment with PPL or an Affiliated Company prior to the Lapse Date, unless, in the case of a resignation, the Executive resigns to immediately assume, and does assume, another position with PPL or an Affiliated Company. 3.2 If the Executive's employment ends as a result of a Termination for Cause, the Executive shall forfeit all rights to the Award. 3.3 Any Shares which are forfeited hereunder will be transferred to PPL. SECTION 4. MISCELLANEOUS PROVISIONS. 4.1 Nontransferability. No benefit or right provided under this Retention Agreement shall be subject to alienation or assignment by an Executive (or by any person entitled to such benefit pursuant to the terms of the Retention Agreement) or subject to attachment or other legal process of whatever nature. Any attempted alienation, assignment or attachment shall be void and of no effect. Payment shall be made only to the Executive entitled to receive the same or to the Executive's authorized legal representative. PPL and all Affiliated Companies will observe the terms of this Retention Agreement unless and until ordered to do otherwise by a state or federal court. As a condition of participation, each Executive agrees to hold PPL and all Affiliated Companies harmless from any claim that arises out of PPL's or an Affiliated Company's obeying any such order whether such order affects a judgment of such court or is issued to enforce a judgment or order of another court. 4.2 No Employment Right. Neither this Retention Agreement nor any action taken hereunder shall be construed as giving any right to be retained as an employee of PPL or any Affiliated Company. 4.3 Tax Withholding. PPL may require, as a condition of delivery of the Award, that the Executive remit an amount sufficient to satisfy all federal, state and local tax withholding requirements related thereto. In addition, PPL may deduct from any salary or other payment due to such Executive, an amount sufficient to satisfy all federal, state and local tax withholding requirements related to the Award. Without limiting the generality of the foregoing, the Executive may elect to satisfy all or part of the foregoing withholding requirements by delivery of unrestricted shares of Common Stock owned by the Executive for at least six months (or such other period as PPL may determine), having a Fair Market Value (determined as of the date of such delivery by Executive) equal to all or part of the amounts to be so withheld. As a condition of accepting such delivery, PPL may require the Executive to furnish an opinion of counsel acceptable to PPL to the effect that such delivery will not result in the Executive incurring any liability under Section 16(b) of the Exchange Act. Alternatively, PPL may permit any such delivery to be made by withholding certain shares of the Award from the shares otherwise issuable pursuant to the Award giving rise to the tax withholding -6-

obligation (in which event the shares shall be valued at their Fair Market Value on the date when the withholding taxes are otherwise due). 4.4 Government and Other Regulations. The obligation of PPL to make payment for the Award shall be subject to all applicable laws, rules and regulations, and to such approvals by any government agencies. 4.5 Changes in Capital Structure. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, combination or exchange of shares or other similar changes in the Common Stock, appropriate adjustments shall be made to the number and/or kind of shares awarded under the Award, as may be determined by the Committee in its sole discretion. Such adjustments shall be conclusive and binding for all purposes. Additional Shares issued to the Executive as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate. Without limiting the generality of the foregoing, in connection with a change in capital structure, the Committee may provide, in its sole discretion, for the cancellation of any outstanding Awards in exchange for payment in cash or other property of the Fair Market Value (on the date of such exchange) of the Shares covered by such Awards. 4.6 Company Successors. In the event PPL becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which PPL will not be the surviving corporation or in which the holders of the Common Stock will receive securities of another corporation, then such other corporation shall assume the rights and obligations of PPL under this Retention Agreement. 4.7 Governing Law. All matters relating to this Retention Agreement and to the Award granted hereunder shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. 4.8 Relationship to Other Benefits. The Award shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, disability or group insurance plan of PPL or any Affiliated Company except as may be required by federal tax law and regulation or to meet other applicable legal requirements. 4.9 Dividends and Voting Rights. Subject to the restrictions set forth in this Retention Agreement, the Executive shall possess all incidents of ownership of the Shares granted hereunder, including the right to receive dividends with respect to such Shares and the right to vote such Shares. 4.10 Administration. The Committee shall have final authority to interpret and construe this Retention Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Executive and his legal representative in respect of any questions arising under this Retention Agreement. -7-

The Committee shall have the authority to delegate any and all of its authority under this Retention Agreement to any employee or group of employees of PPL or Affiliated Company. 4.11 Certificate; Restrictive Legend. The Executive agrees that any certificate issued for Shares prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend: This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the "Restrictions"), contained in the Retention Agreement entered into between the registered owner and PPL. Any attempt to dispose of these shares in contravention of the Restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect. 4.12 Entire Agreement. This Retention Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersedes all prior communications, representations and negotiations in respect thereto. 4.13 Titles and Headings. The titles and headings of the sections in this Retention Agreement are for convenience of reference only, and in the event of any conflict, the text of the Retention Agreement, rather than such titles or headings, shall control. PPL CORPORATION ________________________________ By:______________________________________ Paul T. Champagne William F. Hecht President & Chief Executive Officers -8-

Exhibit 12(a) PPL CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Millions of Dollars)
2000 1999 (c) -------------- -----------Fixed charges, as defined: Interest on long-term debt....................... Interest on short-term debt and other interest.............................. Amortization of debt discount, expense and premium - net............................... Interest on capital lease obligations Charged to expense............................. Capitalized.................................... Estimated interest component of operating rentals............................... $ 323 64 5 $ 233 47 4 1998 (c) -----------$ 203 33 2 1997 (c) ----------$ 196 26 2

4

9 1 20 ---------$ 314 ==========

8 2 18 ----$ 266 =====

9 2 15 ----$ 250 =====

25 -----$ 421 ======

Total fixed charges..........................

Earnings, as defined: Net income (a)................................... Preferred Stock Dividend Requirements.................................... Less undistributed income of equity method investments.............................

$

491 26

$ 492 26 56 ---------462

$ 379 25 3 ----401

$ 296 24 (25) ----345

74 -----443

Add (Deduct): Income taxes..................................... Amortization of capitalized interest on capital leases............................... Total fixed charges as above (excluding capitalized interest on capital lease obligations)...................

294 2

174 2

259 2

238 2

421 -----$1,160 ======

313 ----------$ 951 ===========

264 ----$ 926 =====

248 ----$ 833 =====

Total earnings..............................

Ratio of earnings to fixed charges (b)......................................

2.75 ======

3.03 ===========

3.48 ======

3.33 ======

(a) 2000, 1999 and 1998 net income excluding extraordinary items and minority interest. (b) Based on earnings excluding nonrecurring items, the ratio of earnings to fixed charges are: 2000, 2.66; 1999, 2.80; 1998, 3.10; and 1997, 3.51. (c) Ratio of earnings to fixed charges for years 1999 and prior were recalculated to give proper effect of undistributed earnings of equity method investments.

Exhibit 12(b) PPL ELECTRIC UTILITIES CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Millions of Dollars)
2000 (d) --------Fixed charges, as defined: Interest on long-term debt................................ Interest on short-term debt and other interest...................................... Amortization of debt discount, expense and premium - net....................................... Interest on capital lease obligations Charged to expense .................................... Capitalized ........................................... Estimated interest component of operating rentals ....................................... $ 223 16 4 1999 (c) -------$ 205 12 3 1998 (c) -------$ 188 14 2 1997 (c ------$ 195 17 2

4

9 1 19 ----$ 249 =====

8 2 18 ----$ 232 =====

9 2 15 ----$ 240 =====

14 ----$ 261 =====

Total fixed charges .................................

Earnings, as defined: Net income (a)........................................... Less undistributed income of equity method investment.........................................

$ 250

$ 444

$ 409

$ 348

----$ 250 Add (Deduct): Income taxes ............................................. Amortization of capitalized interest on capital leases ............................ Total fixed charges as above (excluding capitalized interest on capital lease obligations) ......................... 171 2

----$ 444 151 2

----409 273 2

----348 248 2

260 ----$ 683 =====

248 ----$ 845 =====

230 ----$ 914 =====

238 ----$ 836 =====

Total earnings ..................................

Ratio of earnings to fixed charges (b) (c)..........................................

2.62 =====

3.39 =====

3.94 =====

3.48 =====

(a) 2000, 1999 and 1998 net income excluding extraordinary items. (b) Based on earnings excluding nonrecurring items the ratio of earnings to fixed charges are: 2000, 2.47; 1999, 3.10; and 1998, 3.53. (c) Ratio of earnings to fixed charges for years 1999 and prior were recalculated to give proper effect of undistributed earnings of equity method investments. (d) Due to the corporate realignment on July 1, 2000, prior years are not comparable to 2000.

Exhibit 21(a) PPL Corporation Subsidiaries of the Registrant As of December 31, 2000 Company Name Business Conducted under Same Name --------------------------------------PPL Electric Utilities Corporation Two North Ninth Street Allentown, PA 18101 PPL Transition Bond Company, LLC Two North Ninth Street, GENA92, Room 3 Allentown, PA 18101 PPL Montana, LLC 303 North Broadway Suite 400 Billings, MT 59101 PPL Energy Funding Corporation Two North Ninth Street Allentown, PA 18101 PPL Generation, LLC Two North Ninth Street Allentown, PA 18101 PPL Global, LLC 11350 Random Hills Road Suite 400 Fairfax, VA 22030 PPL Montour, LLC Two North Ninth Street Allentown, PA 18101 PPL Susquehanna, LLC Two North Ninth Street State or Jurisdiction of Incorporation/Formation --------------------------Pennsylvania

Delaware

Delaware

Pennsylvania

Delaware

Delaware

Delaware

Delaware

Allentown, PA 18101

Exhibit 21(b) PPL Electric Utilities Corporation Subsidiaries of the Registrant As of December 31, 2000
Company Name Business Conducted under Same Name ---------------------------------------PPL Transition Bond Company, LLC Two North Ninth Street, GENA92, Room 3 State or Jurisdiction of Incorporation/Formation ---------------------------Delaware

Allentown, PA 18101

Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 33348781, 333-54504, 333-54504-01, and 333-54504- 02) of PPL Corporation and in the Registration Statements on Form S-8 (Nos. 33- 50031, 333-02003 and 333-95967) of PPL Corporation of our report dated January 29, 2001 relating to the consolidated financial statements and financial statement schedules, which appears in this Form 10-K. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 1, 2001 1

Exhibit 24 PPL CORPORATION 2000 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K POWER OF ATTORNEY The undersigned directors of PPL Corporation, a Pennsylvania corporation, that is to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, its 2000 Annual Report on Form 10-K, do hereby appoint William F. Hecht, John R. Biggar and Robert J. Grey their true and lawful attorney, and each of them their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for them and in their names said Form 10-K Report and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter said Form 10-K Report, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capacities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 23rd day of February, 2001.
/s/ Frederick M. Bernthal L.S. ----------------------------------Frederick M. Bernthal /s/ William F. Hecht L.S. --------------------------------William F. Hecht

/s/ John W. Conway L.S. ----------------------------------John W. Conway

/s/ Stuart Heydt L.S. --------------------------------Stuart Heydt

/s/ E. Allen Deaver L.S. ----------------------------------E. Allen Deaver

/s/ Frank A. Long L.S. --------------------------------Frank A. Long

/s/ William J. Flood L.S. -----------------------------------William J. Flood

/s/ W. Keith Smith L.S. --------------------------------W. Keith Smith

/s/ Elmer D. Gates L.S. -----------------------------------

Elmer D. Gates

Exhibit 99 PPL Corporation Corporate Organization Before and After Realignment (Selected Subsidiaries) (Before Realignment) PPL Corporation PPL Electric Utilities Corporation PPL Transition Bond Company, LLC PPL Capital Trust PPL Capital Trust II PPL Energy Funding Corporation CEP Delaware, Inc. CEP Reserves, Inc. PPL Rights, Inc. CEP Commerce, LLC PPL Interstate Energy Company Pennsylvania Mines Corporation Realty Company of Pennsylvania PPL EnergyPlus, LLC PPL Synfuel Investments, LLC PPL Global, LLC PPL Generation Holdings, LLC PPL Maine, LLC PPL Montana Holdings, LLC PPL Montana, LLC PPL Spectrum, Inc. Burns Mechanical, Inc. H.T. Lyons, Inc. McClure Company McCarl's Inc. Western Mass. Holdings, Inc. PPL Capital Funding, Inc. PPL Gas Utilities Corporation

PPL Corporation Corporate Organization Before and After Realignment (Selected Subsidiaries) (After Realignment) PPL Corporation Delivery Segment: PPL Electric Utilities Corporation PPL Transition Bond Company, LLC PPL Capital Trust PPL Capital Trust II CEP Commerce, LLC PPL Gas Utilities Corporation Supply and Development Segments: PPL Energy Funding Corporation CEP Delaware, Inc. CEP Reserves, Inc. Supply Segment: PPL EnergyPlus, LLC PPL Synfuel Investments, LLC PPL Spectrum, Inc. PPL Energy Services Holdings, LLC Burns Mechanical, Inc. H.T. Lyons, Inc. McClure Company McCarl's Inc. Western Mass. Holdings, Inc. PPL Generation, LLC PPL Holtwood, LLC Pennsylvania Mines Corporation PPL Maine, LLC PPL Interstate Energy Company Realty Company of Pennsylvania PPL Montana Holdings, LLC PPL Susquehanna, LLC PPL Montour, LLC PPL Martins Creek, LLC PPL Brunner Island, LLC PPL Rights, Inc. (jointly owned by PPL Montour, PPL Martins Creek, and PPL Brunner Island) Development Segment PPL Global, LLC Corporate Segment: PPL Services Corporation PPL Capital Funding, Inc.