exhibit4a.htm


    Exhibit 4(a)

    
 

    AMENDMENT
NO. 3

    


    TO

    


    PPL
EMPLOYEE STOCK OWNERSHIP PLAN

    


    WHEREAS, PPL Services Corporation
("PPL") has adopted the PPL Employee Stock Ownership Plan ("Plan") effective
July 1, 2000, on behalf of various affiliated companies; and

     

    WHEREAS, the Plan was amended and
restated effective January 1, 2002 and subsequently amended by Amendment No. 1
and 2; and

     

    WHEREAS, the Company desires to
further amend the Plan;

     

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

     

    I.             Effective
January 1, 2008, Sections 2.5, 5.5, and 7.10 are amended to read as
follows:

     

    2.5           "Compensation" shall have the
meaning set forth in Schedule A, for Par­ticipants in the Participating
Company listed therein, except as provided in the next
sentence.  Solely for purposes of the maximum allocation rules of
Section 5.5 and the definition of “Highly Compensated Eligible Employee” in this
Article, “Compensation” shall mean total wages as reported in the box titled
“Wages, tips, other compensation” of Form W-2 (i.e. wages as defined in section
3401(a) of the Code and all other payments of compensation for which the
Participating Company is required to furnish the employee a written statement
under sections 6041(d) and 6051(a)(3) of the Code) plus salary reduction
contributions and other amounts excluded from gross income under section 125
(relating to cafeteria plans), 132(f)(4) (relating to qualified transportation
fringe benefit plans), 402(e)(3) (relating to section 401(k) cash or deferred
plans), 402(h)(1)(B) (relating to simplified employee pensions) or 403(b)
(relating to tax-deferred annuities) of the Code; and compensation deferred
under an eligible deferred compensation plan within the meaning of section
457(b) of the Code.  Solely for purposes of the maximum allocation
rules under Section 5.5, Compensation shall exclude any amount paid after the
Participant’s severance from employment with a Participating Company, unless the
amount is paid by the later of (i) 2-1/2 months after the Participant’s
severance from employment or (ii) the end of the year that includes the date of
the Participant’s severance from employment and such amount is (x) regular
compensation for services, including overtime, commissions, bonuses or similar
payments that would have been paid to the Participant if he had continued in
employment with the Participating Company, or (y) payment for unused accrued
bona fide sick, vacation, or other leave, that the Participant would have been
able to use the leave if employment with the Participating Company had continued
or (z) nonqualified deferred compensation that would have been paid to the
Participant at the same time if he had remained in employment with the
Participating Company and that is includible in the Participant’s gross
income.  Notwithstanding the foregoing, the preceding sentence shall
not apply to payments to an individual who does not currently perform services
for a Participating Company by reason of Qualified Military Service, to the
extent those payments do not exceed the amount the individual would have
received had he continued to perform services for a Participating Company rather
than entering military service.

     

    5.5           Maximum
Allocation.  Notwithstanding anything in this Article to the
contrary, in no event shall contributions under the Plan violate the limitations
set forth in section 415 of the Code, which are hereby incorporated into the
Plan.  Effective for limitation years beginning on or after July 1,
2007, should there be any excess annual additions to Participant’s account in
excess of the limitations of section 415 of the Code, such excess annual
additions shall be corrected to the extent permitted by rules set forth in
Internal Revenue Service revenue rulings, notices, or other guidance published
in the Internal Revenue Bulletin.

     

    7.10           Optional
Direct Transfer of Eligible Rollover Distributions.

     

    (a)           (7)           Effective
with respect to distributions made after December 31, 2007, a Roth IRA described
in Code section 408A of the Code.

    (d)           Notwithstanding
the foregoing, a Participant may take a rollover distribution of Matching
Contributions, provided; however that such a rollover can only be made to an
individual retirement account or annuity contract described in section 408(a) or
408(b) of the Code, or, via a direct trustee-to-trustee transfer, to a qualified
plan described in section 401(a) of the Code or an annuity contract described in
section 403(b) of the Code that separately accounts for after-tax rollover
contributions.

    
      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 ________________, 2009.

     

    PPL SERVICES CORPORATION

    


    


    By:_______________________________

    Stephen R. Russo

    Vice President-Human
Resources

    &
Services