Exhibit
      10(ff)-3


**AMENDMENT
      NO. 2**





**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; and


WHEREAS,
      the Plan was amended and restated effective July 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
      January 1, 2005 the following sections of Articles 5 and 6 are amended to
      read:





**5.       Time
      of Payment** .


A
      Participant who is eligible for benefits under Article 3 shall start receiving
      Benefit payments on the date set forth below.


(a)  
         A Retiree shall receive benefits accrued after December 31, 2004 on
      the first day of the calendar month that follows the sixth calendar month after
      his Termination of Employment. The first payment shall include a back payment
      of
      six monthly annuity payments, if an annuity form of payment was elected, plus
      interest from the Termination of Employment, calculated using the current
      interest rate paid by the Blended Interest Rate Fund of the PPL Deferred Savings
      Plan. For benefits accrued as of December 31, 2004, a Retiree shall receive
      benefits as soon as administratively practicable following his Termination
      of
      Employment.


(b)  
        A Terminated Vested Participant shall receive benefits
      as follows:


(1)    If
      he has elected, and the CLC has approved, a single sum form of benefit under
      Article 6, such single sum calculated as of December 31, 2004 shall be paid
      as
      soon as administratively practicable following his Termination of Employment,
      but the single sum representing the benefit accrued after December 31, 2004
      shall be paid the first day of the calendar month that follows the sixth
      calendar month after his Termination of Employment, plus interest calculated
      from the Termination of Employment using the current interest rate paid by
      the
      Blended Interest Rate Fund of the PPL Deferred Savings Plan.


(2)    If
      he has elected an annuity form of benefit under Article 6, such annuity form
      shall start to be paid as soon as administratively practicable following his
      attainment of age 55, for the benefit accrued to December 31, 2004 but, for
      the
      benefit accrued after December 31, 2004, not sooner than six calendar months
      after his Termination of Employment, plus interest calculated from the
      Termination of Employment to the date payments commence, calculated using the
      current interest rate paid by the Blended Interest Rate Fund of the PPL Deferred
      Savings Plan.





6.Method
      of Payment .


(c)   
       For benefits accrued as of December 31, 2004, a Participant may elect a
      form of benefit hereunder by filing written notice
      with the CLC at anytime at least 12 months prior to the first day of the
      calendar month for which a Benefit is first payable to Participant. For benefits
      accrued as of December 31, 2004, the CLC may waive this requirement in its
      sole
      discretion. If a Participant described in Section (a) of this Article fails
      to
      elect a form of benefit within the prescribed time period, for benefits accrued
      as of December 31, 2004, the benefit shall be paid in the form in which such
      Participant’s Retirement Plan benefits are paid. For benefits accrued after
      December 31, 2004, a Participant must elect a form of benefit by filing written
      notice with the CLC within 30 days after he first becomes eligible under this
      Plan. If a Participant described in Section (a) or (b) of this Article fails
      to
      elect a form of benefit within this time period, for benefits accrued after
      December 31, 2004, the benefit shall be paid in the form of a single-life
      annuity if the Participant does not have a spouse on the date of benefit
      commencement and in the form of a 50% joint and survivor annuity with
      Participant's spouse as the beneficiary if the Participant has a spouse on
      the
      date of benefit commencement.





In
      accordance with transitional rules issued by the IRS under Internal Revenue
      Code
      Section 409A, all Participants shall be permitted to make a change in previous
      payment elections prior to December 31, 2006. Participants shall be solicited
      with new benefit election forms which shall take effect as of the date of such
      elections, and as of that date shall supersede all prior elections. Elections
      shall be separate for benefits accrued to December 31, 2004 ("grandfathered
      SERP
      benefits") and benefits accrued after December 31, 2004 ("non-grandfathered
      SERP
      benefits"). Only grandfathered SERP benefits may be paid in whatever form of
      benefit is later elected under the Retirement Plan. Non-grandfathered SERP
      benefits must be subject to the form of benefit elected pursuant to the terms
      of
      the plan, without regard to any later Retirement Plan election. The failure
      to
      make a new benefit election by December 31, 2006 shall cause any prior election
      to remain in place and to control the payment of the grandfathered SERP benefit.
      The non-grandfathered SERP benefit shall be governed by the above provisions
      for
      failure to elect a form of benefit for benefits accrued after December 31,
      2004,
      if no new benefit election is made by December 31, 2006. Any election of
      form of benefit shall not be effective until 12 months after the election is
      made, and any change in the election of form of benefit shall require a
      five-year delay in the payment or commencement of payments under such changed
      election of form of benefit.





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
      _________________________, 2006.





PPL
      SERVICES CORPORATION








By:______________________________


Ronald
      Schwarz


Vice
      President-Human Resources