ppl10q-exhibit4af.htm


    
      Exhibit
        4(a)

      AMENDMENT
        NO. 1

      


      TO

      


      PPL
        EMPLOYEE STOCK OWNERSHIP PLAN

      


      WHEREAS,
        PPL Services Corporation
        ("PPL") has adopted the PPL Employee Stock Ownership Plan ("Plan") effective
        July 1, 2000, on behalf of various affiliated companies; and

       

      WHEREAS,
        the Plan was amended and
        restated effective January 1, 2002; and

       

      WHEREAS,
        the Company desires to
        further amend the Plan;

       

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

       

      I.     Effective
        January 1, 2007, Article 7, section 7.10 is amended to read as
        follows:

       

      7.10     Optional
        Direct Transfer of Eligible Rollover Distributions.

       

      (a)           Except
        to the extent otherwise provided by section 401(a)(31) of the Code and
        regulations thereunder, a Participant, or an alternate payee under a Qualified
        Domestic Relations Order who is the spouse or former spouse of a Participant,
        entitled to receive a withdrawal or distribution from the Plan may elect
        to have
        the Trustee transfer all or a portion of the amount to be distributed directly
        to:

      (1)         an
        individual retirement account described in section 408(a) of the
        Code,

      (2)         an
        individual retirement annuity described in section 408(b) of the Code (other
        than an endowment contract),

      (3)         a
        qualified defined contribution retirement plan described in section 401(a)
        of
        the Code, the terms of which permit the acceptance of rollover contributions
        from this Plan,

      (4)         an
        annuity plan described in section 403(a) of the Code, the terms of which
        permit
        the acceptance of rollover contributions from this Plan,

      (5)         an
        annuity contract described in section 403(b) of the Code, or

      (6)         an
        eligible plan under section 457(b) of the Code which is maintained by a state,
        political subdivision of a state, or any agency or instrumentality of a state
        or
        political subdivision of a state and which agrees to separately account for
        amounts transferred into such plan from this Plan.

      A
        death beneficiary entitled to receive
        a distribution from the Plan shall have the right to transfer all or a portion
        of the amount to be distributed directly to a section 408(a) or 408(b) plan
        described in Subsections (a)(1) and (a)(2) above, provided that a non-spouse
        beneficiary shall establish such a plan in compliance with Code Section
        402(c)(11) concerning an inherited individual retirement plan of a non-spouse
        beneficiary.

       

      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
        ________________, 2007.

       

       

      PPL
        SERVICES CORPORATION

       

      By:_______________________________

      Ronald
        Schwarz

      Vice
        President-Human
        Resources