Exhibit
      10(dd)-3





**AMENDMENT
      NO. 2**





**TO**





**PPL
      CORPORATION**


**INCENTIVE
      COMPENSATION PLAN**





WHEREAS,
      PPL Corporation, (“PPL”) has adopted the PPL Corporation Incentive Compensation
      Plan (“Plan”), effective January 1, 1987; and


WHEREAS,
      the Plan was amended and restated effective January 1, 2003; 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
      October 27, 2006, Section 8 is amended to read:





**SECTION
      8. STOCK OPTIONS.**




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 that is not for Cause shall end 60 days after the date of such
      Termination; provided, however, that the Committee is authorized in its sole
      discretion to extend the Option term for a reasonable period after such 60
      day
      period. The Option term with respect to all Awards to a Participant who has
      a
      Termination for Cause shall end on 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 Beneficiary shall have the right to exercise
      the
      Option in the event of the Participant's death. 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 outstanding Options and all Awards to a
      Participant, following a Change in Control, shall end on the earlier of the
      date
      specified in paragraph (a) or (b), above.






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 ___________, 2007.




PPL
                  SERVICES CORPORATION
              
              PPL
                  CORPORATIONBy:
              
              
              By:John
                  R. Biggar
              
              
              John
                  R. BiggarExecutive
                  Vice President and Chief Financial Officer
              
              
              Executive
                  Vice President and Chief Financial
                  Officer