Exhibit
10(z)-4
 
 
 
 AMENDMENT
NO. 3
 
 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 November 1, 2003, and subsequently
amended by Amendment No. 1 and 2; and
 WHEREAS,
PPL desires to further amend the Plan;
 NOW,
THEREFORE, the Plan is hereby amended as follows:
 I.
              Effective
      June 1, 2008, the following sections of Articles 2, 4, 6 and 9 are amended
      to read:
 
 Article
II
 Definitions
 
 2.1.                 "Account"
means the account of Deferred Cash Compensation and Deferred Cash Awards
established solely as a bookkeeping entry and maintained under Article V of this
Plan.  This account includes the balance of any account from the PPL
Global Officers Deferred Compensation Plan and/or the PPL Montana Officers
Deferred Compensation Plan as of the date those Plans were terminated and merged
into this Plan.  Each Account shall have two
sub-accounts:  a sub-account for "Pre-2005 Amounts" and a sub-account
for "Post-2004 Amounts" (each defined in Section 6.1).
 2.17                 "Section
409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and
the final Treasury Regulations issued thereunder.
 2.18                 "Separation
from Service" means a "separation from service" as defined in Section
409A.
 2.19                 "SERP"
means the PPL Supplemental Executive Retirement Plan.
 2.20                 "Total
Amount Payable" means the amount credited to a Participant's Account plus the
calculated rate of return pursuant to Section 5.1(e).
 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.
 2.21                 "Unforeseeable
Emergency" means an "unforeseeable emergency" as defined in Section
409A.
 
 Article
IV
 Deferred Cash Compensation
and Deferred Cash Awards
 
 4.4                 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 June 30 of the year
preceding the year Cash Compensation is earned and Cash Awards are granted, with
the exception of the deferral of salary, by filing with the CLC or its designee
an election form; provided, however, that an election once made will be presumed
to continue for future years unless timely changed or revoked by Participant in
accordance with Section 4.5.  Deferral of salary or changes in salary
deferral elections for any subsequent calendar year may be made not later than
December 31 of the year preceding the year salary would otherwise be
paid.
 4.8                 Such
an election, once made, will be irrevocable except as provided in Section
4.5.
 4.10               The
Account of any Participant with Deferred Cash Compensation and Deferred Cash
Awards for the calendar year shall be increased by a matching contribution
amount, equal to 100% of the aggregate Deferred Cash Compensation and Deferred
Cash Awards that do not exceed 3% of Cash Compensation, minus the maximum amount
of Matching Contributions that could have been made to Participant's Accounts in
the PPL Deferred Savings Plan and/or PPL Subsidiary Savings Plan for that
calendar year if the Participant had made the maximum employee contributions
permitted.
  Article
VI
 Payment
of Account - General Provisions
  6.1                 The
Total Amount Payable shall be payable to Participant:
 (a)           When
the Participant's employment with PPL terminates for any reason, including
retirement, payments will commence immediately for the amount of Participant's
Account as of December 31, 2004, plus applicable earnings under Section 5.4 to
the date of payment, ("Pre-2005 Amount").  When the Participant has a
Separation from Service with PPL, payments will commence for the amount of
Participant's Account attributable to deferrals after December 31, 2004, and
applicable earnings under Section 5.4 ("Post-2004 Amount") six calendar months
after such Separation from Service in the form selected by the Participant
pursuant to Section 6.2; or
 (b)           if
Participant, while employed by PPL or an Affiliated Company, is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the participant's employer; payments will commence within thirty (30) days of
such event or in any other form, as elected by Participant.  Such
election must be made and become irrevocable pursuant to the timing rules set
forth for deferral elections under Article IV.
 6.2                 (a)           (1)          The
Total Amount Payable with respect to Pre-2005 Amounts shall be paid to
Participant in a single sum or in annual installments up to a maximum of fifteen
(15) years, or other forms approved by the CLC 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.  Any
election made less than 12 months prior to the date that the Total Amount
Payable is to be paid under said election shall be void, and the prior election
closest in time to the void election shall govern in its stead.  If
there is no prior election, a single-sum shall be paid.
 (2)          The
Total Amount Payable with respect to Post-2004 Amounts shall be paid to
Participant as elected by Participant, in a single sum or in annual installments
up to a maximum of fifteen (15) years, or other Section 409A compliant forms
approved by the CLC.  Such election must be made and become
irrevocable pursuant to the timing rules set forth for deferral elections under
Article IV.
 (b)           Solely
with respect to Pre-2005 Amounts, all annual installments shall, except for the
final payment, be not less than $5,000.  To the extent necessary, the
number of annual installments may be reduced to insure that annual installments
are at least $5,000.
 6.3                 (a)           If
Participant dies while employed by PPL or an Affiliated Company or before all
installments have been paid under this Article, pay­ments shall be made in
accordance with Section 6.3 (b)  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 CLC 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.
 (b)           Payments
made to Participant's designated beneficiary shall be made in a single sum on or
before the first day of the second month following the date of Participant’s
death.
 6.5                 The
CLC may determine, in its sole discretion, that the Total Amount Payable shall
be paid to a Participant or his beneficiary upon an Unforeseeable
Emergency.  In such case, a single sum payment shall be made upon the
occurrence of such Unforeseeable Emergency equal to the amount necessary to
satisfy the emergency need including amounts to pay any Federal, state, local or
foreign taxes or penalties reasonably anticipated to result from the
distribution.  A distribution pursuant to this paragraph shall not be
made to the extent that an Unforeseeable Emergency is or may be relieved through
reimbursement or compensation from insurance or otherwise, or by liquidation of
Participant’s assets to the extent the liquidation does not itself cause severe
financial hardship, or by cessation of deferrals under the Plan.
 
 Article
IX
 Termination
or Amendment
 
 9.1                 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, 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 and any Participating Company whose employees are affected.  In
addition, the CLC 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 be adjusted for earnings and losses 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
Article VI to designate beneficiaries in the event of Participant's
death.
 
 
 II.
              Except
      as provided for in this Amendment No. 3, all other provisions of the Plan
      shall remain in full force and
effect.
 
 IN WITNESS WHEREOF, this Amendment
No. 3 is executed this _____ day of _____________________,
2008.
 
 PPL
      SERVICES CORPORATION
                
                By:_____________________________
                Stephen
      R. Russo
                Vice
      President – Human Resources
                and
      Services