Exhibit 10(ee)-1


    Exhibit
      10(ee)-1

    


    AMENDMENT
      NO. 1

    


    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 November 1, 2003; 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 4 and 6 are amended to
      read:

    


    4.4    Any
      election to defer or change the amount of Cash Compensation and/or Cash Awards
      to be deferred for any subsequent calendar year after the first calendar year
      of
      eligibility may be made by Participant not later than June 30 of the year
      preceding the year Cash Compensation is earned and Cash Awards are granted,
      with
      the exception of the deferral of salary, by filing with the CLC or its designee
      an election form; provided, however, that an election once made will be presumed
      to continue unless changed or revoked by Participant. Deferral of salary or
      changes in salary deferral elections may be made not later than December 31
      of
      the year preceding the year salary would otherwise be paid.

    


    4.5    With
      the exception of an election to defer salary, Participant may revoke his
      election to defer Cash Compensation and/or Cash Awards at any time by so
      notifying the CLC or its designee in writing not later than June 30 of the
      year
      preceding the year for which the revocation will be effective. For any
      subsequent calendar year, Participant may resume his election to defer if he
      files with the CLC an election form not later than June 30 of the year preceding
      such subsequent calendar year. An election to defer salary may be revoked,
      or an
      election may be resumed, not later than December 31 of the year preceding the
      year salary would otherwise be paid.

    


    6.1    The
      Total Amount Payable shall be payable to Participant:

    (a)     When
      the Participant's employment with PPL terminates for any reason, including
      retirement, payments will commence immediately for the amount of Participant's
      Account as of December 31, 2004, plus applicable earnings under Section 5.4
      to
      the date of payment, but, for the amount of Participant's Account attributable
      to deferrals after December 3, 2004, and applicable earnings under Section
      5.4,
      payments will commence six calendar months after cessation of employment;
      or

    (b)      if
      Participant, while employed by PPL or an Affiliated Company, is unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, or is,
      by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, receiving income replacement benefits for a period
      of not less than 3 months under an accident and health plan covering employees
      of the participant's employer; payments will commence within thirty (30) days
      of
      such event or in any other form, as elected by Participant. Such election must
      be made before the applicable Cash Compensation and/or Cash Award is deferred
      and may not be changed with respect to Cash Compensation and/or Cash Award
      once
      it has been deferred. 

    6.2        
      (a)       The Total Amount Payable shall be
      paid to Participant in a single sum or in annual installments up to a maximum
      of
      fifteen (15) years, or other forms approved by the CLC as elected by the
      Participant. Such election must be made before the applicable Cash Compensation
      and/or Cash Award is deferred and may not be changed with respect to Cash
      Compensation and/or Cash Award once it has been deferred. Any election made
      less
      than 12 months prior to the date that the Total Amount Payable is to be paid
      under said election shall be void, and the prior election closest in time to
      the
      void election shall govern in its stead. If there is no prior election, a
      single-sum shall be paid.

    (b)  
         All annual installments shall, except for the final payment,
      be not less than $5,000. To the extent necessary, the number of annual
      installments may be reduced to insure that annual installments are at least
      $5,000.

    (c)   
        The amount of each annual installment shall be determined by
      dividing the Total Amount Payable less any payments already made to Participant
      by the remaining number of annual installments to be made (i.e., a 10 year
      payout shall pay 1/10 of the Total Amount Payable as the first installment,
      1/9
      as the second annual installment, etc.).

    


    6.5    The
      CLC may determine, in its sole discretion, that the Total Amount Payable shall
      be paid to a Participant or his beneficiary in different amounts or at different
      times than provided under this Plan if, in the opinion of the CLC, it would
      be
      necessary as the result of an unforeseeable emergency which results in a severe
      financial hardship to the Participant, which arises from extraordinary and
      unforeseeable circumstances that are a result of events beyond the control
      of
      the Participant, in which case payment shall be made only to the extent
      necessary to alleviate the Participant's hardship. Amounts distributed must
      not
      exceed the amount necessary as determined by including taxes payable on a
      distribution from this Plan, but reduced by compensation available from
      insurance or otherwise, or by liquidation of assets if such liquidation does
      not
      itself cause severe financial hardship.

    


    II.    Except
      as provided for in this Amendment No. 1, all other provisions of the Plan shall
      remain in full force and effect.

    


        
          IN WITNESS WHEREOF, this Amendment No. 1 is executed
      this _____ day of _____________________, 2006.

    


    PPL
      SERVICES CORPORATION

    


    


    By:_______________________________

    Ronald
      Schwarz

    Vice
      President - Human Resources