AMENDMENT NO. 3 TO PPL OFFICERS DEFERRED COMPENSATION PLAN

Exhibit 10(z)-4

AMENDMENT NO. 3

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 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:

Article II

Definitions

2.1.                 "Account" means the account of Deferred Cash Compensation and Deferred Cash Awards established solely as a bookkeeping entry and maintained under Article V of this Plan.  This account includes the balance of any account from the PPL Global Officers Deferred Compensation Plan and/or the PPL Montana Officers Deferred Compensation Plan as of the date those Plans were terminated and merged into this Plan.  Each Account shall have two sub-accounts:  a sub-account for "Pre-2005 Amounts" and a sub-account for "Post-2004 Amounts" (each defined in Section 6.1).

2.17                 "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury Regulations issued thereunder.

2.18                 "Separation from Service" means a "separation from service" as defined in Section 409A.

2.19                 "SERP" means the PPL Supplemental Executive Retirement Plan.

2.20                 "Total Amount Payable" means the amount credited to a Participant's Account plus the calculated rate of return pursuant to Section 5.1(e).

The masculine pronoun shall be deemed to include the feminine and the singular to include the plural unless a different meaning is plainly required by the context.

2.21                 "Unforeseeable Emergency" means an "unforeseeable emergency" as defined in Section 409A.

Article IV

Deferred Cash Compensation and Deferred Cash Awards

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 for future years unless timely changed or revoked by Participant in accordance with Section 4.5.  Deferral of salary or changes in salary deferral elections for any subsequent calendar year may be made not later than December 31 of the year preceding the year salary would otherwise be paid.

4.8                 Such an election, once made, will be irrevocable except as provided in Section 4.5.

4.10               The Account of any Participant with Deferred Cash Compensation and Deferred Cash Awards for the calendar year shall be increased by a matching contribution amount, equal to 100% of the aggregate Deferred Cash Compensation and Deferred Cash Awards that do not exceed 3% of Cash Compensation, minus the maximum amount of Matching Contributions that could have been made to Participant's Accounts in the PPL Deferred Savings Plan and/or PPL Subsidiary Savings Plan for that calendar year if the Participant had made the maximum employee contributions permitted.

Article VI

Payment of Account - General Provisions

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, ("Pre-2005 Amount").  When the Participant has a Separation from Service with PPL, payments will commence for the amount of Participant's Account attributable to deferrals after December 31, 2004, and appli