**AMENDMENT        NO. 3**

**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; andWHEREAS,                  the Plan was amended and restated effective July 1, 2003, and subsequently                  amended by Amendment No. 1 and 2; andWHEREAS,                  PPL desires to further amend the Plan;NOW,                  THEREFORE, the Plan is hereby amended as follows: |
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| I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Effective                  January 1, 2007, the following sections of Articles 2, 3 and 10                  are                  amended to read: |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Definitions**. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (f) | **"Cause"**                  for Participant's Termination of Employment by PPL or an Affiliated                  Company means |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (1) | If                  a "Change in Control," as defined by the PPL Retirement Plan has                  occurred, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | (A) | 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 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | (B) | the                  willful engaging by Participant in conduct which is demonstrably                  and                  materially injurious to PPL or an Affiliated Company, monetarily                  or                  otherwise. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | (C) | For                  purposes of Subsections (A) and (B) 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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (2) | If                  a "Change in Control," as defined by the PPL Retirement Plan, has                  not                  occurred, "Cause" means the Participant's Termination of Employment                  due to                  the willful violation of any PPL or an Affiliated 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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (s) | **"Years                  of Service"**                  means the number of full and partial years used to calculate Participant's                  accrued benefit under the Retirement Plan, or which would be used                  to                  calculate an accrued benefit if the Participant were eligible to                  participate in 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 a                  Participant 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, and (3) including Supplemental Years                  of                  Service granted to the Participant as set forth in Appendix A.                  In the                  event of a "Change in Control," as defined by the PPL Retirement                  Plan, all                  Supplemental Years of Service granted to the Participant as set                  forth in                  Appendix A shall become Years of Service and Years of Vesting Service                  under the Plan, on a pro rata basis, as follows: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (1) For                  Supplemental Years of Service requiring a specified number of Years                  of                  Service, by multiplying the maximum number of Supplemental Years                  of                  Service by actual Years of Service divided by the specified number                  of                  Years of Service otherwise required. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (2) For                  Supplemental Years of Service requiring attainment of a specified                  age, by                  multiplying the maximum number of Supplemental Years of Service                  by actual                  Years of Service divided by the number of Years of Service that                  would have                  been attained if the Participant worked to the specified                  age. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (t) | **"Year(s)                  of Vesting Service"**                  means (1) the number of full years used to calculate Participant's                  vested                  interest in his accrued benefit under the Retirement Plan, or which                  would                  be used if eligible under the Retirement Plan, but excluding any                  such                  service with an Affiliated Company performed before the Affiliated                  Company                  became an Affiliated Company, and (2) the number of Supplemental                  Years of                  Service, if any, that may have been granted to the Participant,                  as set                  forth in Appendix A. In the event of a "Change in Control," as                  defined by                  the PPL Retirement Plan, all Supplemental Years of Service granted                  to the                  Participant as set forth in Appendix A shall become Years of Service                  and                  Years of Vesting Service under the Plan, on a pro rata basis, as                  follows: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (1) For                  Supplemental Years of Service requiring a specified number of Years                  of                  Service, by multiplying the maximum number of Supplemental Years                  of                  Service by actual Years of Vesting Service divided by the specified                  number                  of Years of Service otherwise required. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (2) For                  Supplemental Years of Service requiring attainment of a specified                  age, by                  multiplying the maximum number of Supplemental Years of Service                  by actual                  Years of Vesting Service divided by the number of Years of Vesting                  Service                  that would have been attained if the Participant worked to the                  specified                  age. |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Benefit                  Eligibility**. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (c) | Notwithstanding                  Section 3(a), in the event of a "Change in Control," as defined                  by the PPL                  Retirement Plan, all Participants shall be eligible for a Benefit,                  except                  for a Participant who has a Termination of Employment by PPL or                  an                  Affiliated Company for Cause. |
| 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 (as defined                  in                  the PPL Retirement Plan) (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 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 Participant's right to monthly payments which have commenced                  prior                  to the effective date of such termination or amendment. No termination                  or                  amendment of this Plan shall reduce the vested accrued benefit                  of a                  Participant in any manner, as of the time such amendment or termination                  is                  effective. Notwithstanding the foregoing, if PPL is liquidated,                  the CLC                  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 CLC 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. 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                  __________________, 2007.                                                                                                                                                                                                                                                                                                                                                                                             |