Exhibit 10(cc)-4


    

      Exhibit
        10(cc)-4

      AMENDMENT
        NO. 3

      


      TO

      


      PPL
        CORPORATION

      


      DIRECTORS
        DEFERRED COMPENSATION PLAN

      


      WHEREAS,
        PPL Services Corporation ("PPL") assumed sponsorship of the PPL Corporation
        Directors Deferred Compensation Plan ("Plan") effective July 1, 2000;
        and

      WHEREAS,
        the Plan was most recently amended and restated effective February 14, 2000,
        and
        subsequently amended by Amendments No. 1 and 2; and

      WHEREAS,
        PPL desires to further amend the Plan and the PPL Corporation Employee Benefit
        Plan Board has authorized the following changes; 

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

      I.
        Effective January 1, 2005, Paragraph 8 is amended to read:

       

      8.  Payment
        of Accounts.  

      
        
          	 	
                  (a)

                	
                  The
                    Total Amount Payable shall be payable at the election of the
                    Participant
                    within thirty (30) days after the later of the following
                    events:

                
	 	 	
                  (i)

                	
                  Participant
                    ceases serving on the Board of Directors; or 

                
	 	 	
                  (ii)

                	
                  the
                    age elected by the Participant, provided such age is not greater
                    than 75.
                    

                


        

      

      Such
        election must be made before the applicable Cash Compensation is deferred,
        shall
        apply to the payment of both the Cash Account and the Stock Account, and
        may not
        be changed once the election has been made. In such election the Participant
        may
        defer commencement of distribution until January of the next calendar year
        after
        such event occurs. If the Participant has made no election, payments will
        commence within thirty (30) days after a Participant ceases to be a Director.
        No
        election under this paragraph 8(a) or under paragraph 8(b)(i) shall be effective
        unless the time of payment under paragraph 8(a) is at least 12 months after
        the
        date the election is filed.

      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. If a Participant fails to make
        a
        change in prior payment elections by December 31, 2006, the prior elections
        for
        payment of the Cash Account shall control and any prior elections for the
        payment of the Stock Account shall be void if different from Cash Account
        payment elections.

      
        	 	
                (b)

              	
                (i)

              	
                The
                  Total Amount Payable shall be paid to the Participant in a single
                  sum or,
                  if elected by the Participant, in annual installments up to a maximum
                  of
                  ten (10) years. Such election must be made before the applicable
                  Cash
                  Compensation is deferred, shall apply to the payment of both the
                  Cash
                  Account and the Stock Account, and may not be changed once it has
                  been
                  made. 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.

              
	 	 	
                (ii)

              	
                Payments
                  in respect of the Stock Account shall be made in Common Stock and
                  payments
                  in respect of the Cash Account shall be made in cash. A Participant
                  shall
                  receive a number of shares of Common Stock equal to the number
                  of Stock
                  Units in his Stock Account.

              
	 	 	
                (iii)

              	
                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 ensure that annual installments are at least
                  $5,000.

              
	 	 	
                (iv)

              	
                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.).

              
	 	
                (c)

              	
                (i)

              	
                If
                  Participant dies while a Director, or before all installments have
                  been paid under paragraph 8(b), pay-ments shall be made within
                  30 days
                  after Participant's death to one beneficiary designated by Participant
                  in
                  writing in such form and subject to such condition as determined
                  necessary
                  and approved by EBPB. Participant shall have a continuing power
                  to
                  designate a new beneficiary in the event of his death at any time
                  prior to
                  his death by written instrument delivered by Participant to the
                  EBPB
                  without the consent or approval of any person theretofore named
                  as his
                  beneficiary. In the event the designated beneficiary does not survive
                  Participant, payment will be made to an alternate beneficiary designated
                  in writing by Participant. If no such designation is in effect
                  at the time
                  of death of Participant, or if no person so designated shall survive
                  Participant, payment shall be made to Participant's estate.
                  

              
	 	 	
                (ii)

              	
                Payments
                  will be made to Participant's designated beneficiary or Participant's
                  estate in a single sum.

              
	 	
                (d)

              	 	
                As
                  long as there is a balance in Participant's Cash Account, the balance
                  shall be credited with interest pursuant to Paragraph 7.2(b). For
                  any
                  installment or other payment from the Cash Account, interest shall
                  accrue
                  up to the last day of the month prior to that payment to Participant
                  or
                  his estate. As long as there is a balance in Participant's Stock
                  Account,
                  the remaining balance shall be credited with dividend amounts pursuant
                  to
                  Paragraph 7.1(c). 

              
	 	
                (e)

              	 	
                The
                  EBPB may determine, in its sole discretion, that the Total Amount
                  Payable
                  shall be paid to Participant or his estate in different amounts
                  or at
                  different times than provided under this Plan if, in the opinion
                  of the
                  EBPB, it would be necessary as the result of an unforeseeable emergency
                  which results in a severe financial hardship to the Participant
                  resulting
                  from extraordinary and unforeseeable circumstances that are beyond
                  the
                  control of the Participant, in which case payment shall be made
                  only to
                  the extent necessary to alleviate the Participant's hardship, taking
                  into
                  account reasonably anticipated taxes on the distribution but also
                  taking
                  into account reimbursement or compensation, by insurance or otherwise,
                  and
                  possible liquidation of assets, to the extent the liquidation of
                  assets
                  would not itself cause severe financial hardship. Any determination
                  by
                  EBPB to change the amount or timing of a Participant's distribution
                  shall
                  not, however, result in the Participant receiving distributions
                  in lesser
                  amounts or over a longer period of time.

              
	 	
                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 February,
        2006.

      

        


        PPL
          SERVICES CORPORATION

         

         

         

        By:
          _____________________________

        Ronald
          Schwarz

        Vice
          President-Human Resources