Exhibit 10(cc)-4


    

      Exhibit
        10(cc)-4

      


      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; and

                WHEREAS,
                  the Plan was amended and restated effective July 1, 2003, and subsequently
                  amended by Amendment No. 1 and 2; and

                WHEREAS,
                  PPL desires to further amend the Plan;

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

              
	
                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.

              


      

       

      PPL
        SERVICES CORPORATION

      


      


      By:______________________________

      Ronald
        Schwarz

      Vice
        President-Human Resources