**Exhibit 10(n)-5**
**AMENDMENT NO. 4**
**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 July 1, 2000, and subsequently  amended by Amendments No. 1, 2 and 3; and

WHEREAS, PPL desires to further amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

 I.This Amendment shall be effective on the date that PPL Electric Utilities      Corporation files articles of division required by sections 1951-1957 of      the Pennsylvania Business Law of 1988, 15 Pa. C.S. Sections 1951-1957, to      effect a corporate division pursuant to said law.

5.**Account**. Solely for Participants ("Electric Employees")  who are employees of PPL Electric Utilities Corporation and any subsidiaries  thereof ("PPL Electric"), PPL Electric shall maintain an Account in the name  of each Participant. For all Participants who are not Electric Employees, PPL  Corporation or any Participating Company except PPL Electric ("PPL (Non-Electric)")  shall maintain an Account in the name of each Participant. Such Account shall  be maintained as follows:

(a)For Electric Employees, PPL Electric, and for Participants  who are not Electric Employees, PPL (Non-Electric) shall credit the Deferred  Cash Compensation to the applicable Participant's Account on a daily basis for  each business day as if Cash Compensation that would have been paid was paid  over each business day of the calendar year.

(b)For Electric Employees, PPL Electric, and for Participants  who are not Electric Employees, PPL (Non-Electric) shall credit the Deferred  Cash Award to the applicable Participant's Account as of the same day that all  Cash Awards not being deferred are paid.

(c)Within sixty (60) days of the close of any calendar year  during which Participant authorized salary reduction contributions to the Deferred  Savings Plan, for Electric Employees, PPL Electric, and for Participants who  are not Electric Employees, PPL (Non-Electric) will credit the applicable Participant's  Account with the difference, if any, between the Participating Company matching  contributions Participant would have received for the prior calendar year under  the Deferred Savings Plan if Participant had participated in the Deferred Savings  Plan based on Participant's Cash Compensation and the actual Participating Company  matching contributions allocated to Participant's Account in the Deferred Savings  Plan for the prior calendar year. Participant will forfeit any such allocation  to his Account if Participant terminates employment with all Participating Companies  at a time when Participating Company matching contributions under the Deferred  Savings Plan are not vested under that plan.

(d)At the time when any allocations are made under ESOP for  contributions under Article IV of that plan, for Electric Employees, PPL Electric,  and for Participants who are not Electric Employees, PPL (Non-Electric) will  credit the applicable Participant's Account with an amount equal to the difference,  if any, between the value of contributions that would have been made under ESOP  based on Participant's Cash Compensation and the value of contributions actually  made for Participant under ESOP.

(e)Participant's Account shall be credited in substantially  equivalent frequency and with a calculated rate of return substantially equivalent  to the rate of return that would have been realized had the Account been invested  in one or more mutual fund choices offered by the PPL Deferred Savings Plan  as of December 1, 2000. The mutual fund or funds utilized to calculate the rate  of return on the Participant's Account shall be that mutual fund or funds elected  by the Participant in writing on an election form submitted to the EBPB. The  Participant may change investment choices in the same manner as may be permitted  by the PPL Deferred Savings Plan for Participant funds in that Plan as of December  1, 2000.

9.M**iscellaneous.
(e)All payments from this Plan to Participant or a beneficiary  of such Participant shall be made from the general assets of, for Electric Employees,  PPL Electric, and for Participants who are not Electric Employees, PPL (Non-Electric).  This Plan shall not require any Participating Company or an Affiliated Company  to set aside, segregate, earmark, pay into trust or special account or otherwise  restrict the use of its assets in the operation of the business. Participant  shall have no greater right or status than as an unsecured general creditor  of PPL Electric, if an Electric Employee, or PPL (Non-Electric) if not an Electric  Employee, with respect to any amounts owed to Participant hereunder.

II.Except as provided for in this Amendment No. 4, all other provisions      of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment No. 4 is executed this _____ day of _____________________,  2001.

PPL SERVICES CORPORATION

 

By:_______________________________

Charles P. Pinto

Vice President - Human Resources

 

 

 

 

 

 

 

 

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