**AMENDMENT        NO. 3**

**TO**

**PPL        CORPORATION**

**DIRECTORS        DEFERRED COMPENSATION PLAN**

**Payment        of Accounts.**

|   | (a)    | The                    Total Amount Payable shall be payable at the election of the                    Participant                    within thirty (30) days after the later of the following                    events: |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (i)                                                                                                                                                                                                                       | Participant                    ceases serving on the Board of Directors; or |
|   |   | (ii)                                                                                                                                                                                                                      | the                    age elected by the Participant, provided such age is not greater                    than 75. |

|   | (b)    | (i)    | The                  Total Amount Payable shall be paid to the Participant in a single                  sum or,                  if elected by the Participant, in annual installments up to a maximum                  of                  ten (10) years. Such election must be made before the applicable                  Cash                  Compensation is deferred, shall apply to the payment of both the                  Cash                  Account and the Stock Account, and may not be changed once it has                  been                  made. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (ii)   | Payments                  in respect of the Stock Account shall be made in Common Stock and                  payments                  in respect of the Cash Account shall be made in cash. A Participant                  shall                  receive a number of shares of Common Stock equal to the number                  of Stock                  Units in his Stock Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (iii)  | 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 ensure that annual installments are at least                  $5,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   | (iv)   | 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 a Director, or before all installments have                  been paid under paragraph 8(b), pay-ments shall be made within                  30 days                  after Participant's death to one beneficiary designated by Participant                  in                  writing in such form and subject to such condition as determined                  necessary                  and approved by EBPB. 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                  will be made to Participant's designated beneficiary or Participant's                  estate in a single sum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (d)    |   | As                  long as there is a balance in Participant's Cash Account, the balance                  shall be credited with interest pursuant to Paragraph 7.2(b). For                  any                  installment or other payment from the Cash Account, interest shall                  accrue                  up to the last day of the month prior to that payment to Participant                  or                  his estate. As long as there is a balance in Participant's Stock                  Account,                  the remaining balance shall be credited with dividend amounts pursuant                  to                  Paragraph 7.1(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (e)    |   | The                  EBPB may determine, in its sole discretion, that the Total Amount                  Payable                  shall be paid to Participant or his estate 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 an unforeseeable emergency                  which results in a severe financial hardship to the Participant                  resulting                  from extraordinary and unforeseeable circumstances that are beyond                  the                  control of the Participant, in which case payment shall be made                  only to                  the extent necessary to alleviate the Participant's hardship, taking                  into                  account reasonably anticipated taxes on the distribution but also                  taking                  into account reimbursement or compensation, by insurance or otherwise,                  and                  possible liquidation of assets, to the extent the liquidation of                  assets                  would not itself cause severe financial hardship. Any determination                  by                  EBPB to change the amount or timing of a Participant's distribution                  shall                  not, however, result in the Participant receiving distributions                  in lesser                  amounts or over a longer period of time. |
|   | II.    |   | Except                  as provided for in this Amendment No. 3, all other provisions of                  the Plan                  shall remain in full force and                  effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |