Exhibit
        4(c)
 
 **AMENDMENT
        NO. 5**
 
 **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, 2000, and subsequently
        amended by Amendment No. 1, 2, 3 and 4; and
 
 WHEREAS,
        the Company desires to further amend the Plan;
 
 NOW,
        THEREFORE, the Plan is hereby amended as follows:
 
 I.  Effective
        March 28, 2005, Article VII, Sections 7.5 and 7.7 are amended to read as
        follows:
 
 7.5  **Termination
        of Employment.** Upon a
        Participant's retirement or other termination of employment with PPL and
        all
        Affiliated Companies, he shall be entitled to receive his interest in the
        Fund.
        Subject to Subsection 7.7(c), (a) if the value of his interest in the Fund
        exceeds $1,000, his interest shall not be paid to him or applied for his
        benefit
        until (1) he consents in writing to such payment or application, or (2) he
        attains his 65th birthday or (3) he dies; whichever occurs first; (b) otherwise,
        his interest shall be paid to him or applied for his benefit in a single
        sum
        within 60 days after such termination takes place.
 
 7.7  **Timing
        of Distribution.**
 
 (c)  A
        Participant who terminates employment with a Participating Company on or
        after
        age 55, and whose Account exceeds $1,000, shall be entitled to defer payment
        of
        his benefits until a date not later than that specified in Section
        7.7(a)(2).
 
 (d)  The
        Employee Benefit Plan Board shall supply to each Participant who is entitled
        to
        distribution before his death or attainment of age 65 and the value of whose
        Account exceeds $1,000, written information relating to his right to defer
        distribution under Section 7.4, 7.5 or 7.7(c). Such notice shall be furnished
        not less than 30 days nor more than 90 days prior to the Participant's benefit
        commencement date, except that such notice may be furnished less than 30
        days
        prior to the Participant's benefit commencement date if (1) the Employee
        Benefit
        Plan Board informs the Participant that the Participant has the right to
        a
        period of at least 30 days after receiving such notice to consider the decision
        whether to elect a distribution, and the mode in which he desires such
        distribution to be made, and (2) the Participant, after receiving such notice,
        affirmatively elects a distribution.
 
 II.  Except
        as
        provided for in this Amendment No. 5, all other provisions of the Plan shall
        remain in full force and effect.
 
 IN
        WITNESS WHEREOF, this Amendment No. 5 is executed this _____ day of
        ________________, 2005.
 
 PPL
                  SERVICES CORPORATION
                
                By:_______________________________
                Ronald
                  Schwarz
                Vice
                  President-Human Resources