Exhibit
      10(ee)-3




**AMENDMENT
      NO. 2**





**TO**





**PPL
      CORPORATION INCENTIVE**


**COMPENSATION
      PLAN FOR KEY EMPLOYEES**





WHEREAS,
      PPL Corporation, (“PPL”) has adopted the PPL Corporation Incentive Compensation
      Plan for Key Employees (“Plan”), effective January 1, 1997; 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 8H is amended to read:





**SECTION
      8. STOCK OPTIONS.**





H.  **Term
      of Option** .
      At the
      time an Option is granted, CLC 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 noncompete 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 CLC 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
              
              
              Executive
                  Vice President andChief
                  Financial Officer
              
              
              Chief
                  Financial Officer