| I. | Effective      June 1, 2008, the following sections of Articles 2, 4, 5, 6, 7 and 10 are      amended to read: |
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| ARTICLE      II  DEFINITIONS                                         |
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|                                                                                | (m) | “Retiree” means a      Participant who has a Termination of Employment after: |
|                                                                                |   | (1) | attaining      age 55 and completing at least 10 Years of Service,    or |
|                                                                                |   | (2) | attaining      age 60. |
|                                                                                | (n) | "Retirement Plan" means      the PPL Retirement Plan, as amended from time to time. |
|                                                                                | (o) | “Section 409A” means      Section 409A of the Internal Revenue Code of 1986, as amended, and the      final Treasury Regulations issued thereunder. |
|                                                                                | (q) | “Terminated      Vested Participant” means a Participant: |
|                                                                                |   | (1) | who      has a Termination of Employment after attaining age 50 but not age      55,  and completing at least 10 Years of  Service. |
|                                                                                | (r) | “Termination of      Employment” means the Participant’s separation from service (as      such term is defined in Section 409A) from PPL and all Affiliated      Companies. |
|  ARTICLE      IV  AMOUNT      OF BENEFIT                        |
|                                                                                | (d) | (3) | With      respect to those Participants who have service with an Affiliated Company,      the Participant's vested accrued benefit not attributable to the      Participant's Contribution or associated employer matching contributions,      if any, under any tax-qualified employee benefit plan as defined by      Section 401 of the Internal Revenue Code of 1986, as      Amended.  Such benefit shall be expressed as a single-life      annuity payable at the same time as Participant's Benefit, based upon the      definition of Actuarial Equivalent, if an account balance in a defined      contribution plan, or based upon the plan's actuarial assumptions, if a      defined benefit plan. |
|                                                                                | The      best data available will be used to determine the amounts to be offset      under this Section (4(d)(3)).  The CLC has the absolute,      discretionary power to make reasonable approximations and estimates to      determine the value and amount of such offset amounts, applied uniformly      to all similarly situated Participants. |
|  ARTICLE      V  TIME      OF PAYMENT                           |
| 5.                                                                                  | Time of      Payment |
|                                                                                | A      Participant who is eligible for benefits under Article 3 shall start      receiving Benefit payments on the date set forth below. |
|                                                                                | (a) | A      Retiree shall receive benefits accrued or vested after December 31, 2004      on the first day of the calendar month that follows the sixth calendar      month after his Termination of Employment.  The first payment      shall include a back payment of six monthly annuity payments, if an      annuity form of payment was elected, plus interest from the Termination of      Employment, calculated using the current interest rate paid by the Blended      Interest Rate Fund of the PPL Deferred Savings Plan.  For      benefits accrued and vested as of December 31, 2004, a Retiree shall      receive benefits as soon as administratively practicable following his      Termination of Employment. |
|                                                                                | (b) | A      Terminated Vested Participant shall receive benefits as      follows: |
|                                                                                |   | (1) | If      he has elected, and the CLC has approved, a single sum form of benefit      under Article 6, such single sum calculated as of December 31, 2004 shall      be paid as soon as administratively practicable following his Termination      of Employment, but the single sum representing the benefit accrued or      vested after December 31, 2004 shall be paid the first day of the calendar      month that follows the sixth calendar month after his Termination of      Employment, plus interest calculated from the Termination of Employment      using the current interest rate paid by the Blended Interest Rate Fund of      the PPL Deferred Savings Plan. |
|                                                                                |   | (2) | If      he has elected an annuity form of benefit under Article 6, such annuity      form shall start to be paid as soon as administratively practicable      following his attainment of age 55, for the benefit accrued and vested to      December 31, 2004 but, for the benefit accrued or vested after December      31, 2004, the later of the first day of the calendar month that follows      attainment of age 55 or the first day of the calendar month that follows      the sixth calendar month after his Termination of Employment, plus      interest calculated from the Termination of Employment to the date      payments commence, calculated using the current interest rate paid by the      Blended Interest Rate Fund of the PPL Deferred Savings    Plan. |
|  ARTICLE      VI  METHOD      OF PAYMENT                        |
| 6.                                                                                  | Method      of Payment. |
|                                                                                | (a) | A      Participant may elect one of the following forms of benefit, which shall      be the Actuarial Equivalent of his Benefit: |
|                                                                                |   | (1) | a      single life annuity with equal monthly installments payable to the      Participant for his lifetime; or |
|                                                                                |   | (2) | a      joint and survivor annuity with the Participant's designated beneficiary,      payable in monthly installments to the Participant for his lifetime and      with a specified percentage of the amount of such monthly installment      payable after the death of the Participant to the designated beneficiary      of such Participant, if then living, for the life of such designated      beneficiary; or |
|                                                                                |   | (3) | a      single life annuity payable in equal monthly installments to the      Participant for his lifetime, with 60, 120 or 180 monthly payments      guaranteed, or |
|                                                                                |   | (4) | a      single sum, if approved by CLC in its sole discretion. |
|                                                                                | (b) | For      benefits accrued and vested as of December 31, 2004, a Participant may      elect a form of benefit hereunder by filing written notice with the CLC at      anytime at least 12 months prior to the first day of the calendar month      for which a Benefit is first payable to Participant.  For      benefits accrued and vested as of December 31, 2004, the CLC may waive      this requirement in its sole discretion.  If a Participant fails      to elect a form of benefit within the prescribed time period, for benefits      accrued and vested as of December 31, 2004, the benefit shall be paid in      the form in which such Participant’s Retirement Plan benefits are      paid.  For benefits accrued or vested after December 31, 2004, a      Participant must elect a form of benefit by filing written notice with the      CLC on or before the first day he becomes eligible under this      Plan.  If a Participant fails to elect a form of benefit for      benefits accrued or vested after December 31, 2004, the benefit shall be      paid in the form of a single-life annuity if the Participant does not have      a spouse on the date of benefit commencement and in the form of an      Actuarially Equivalent 50% joint and survivor annuity with Participant's      spouse as the beneficiary if the Participant has a spouse on the date of      benefit commencement. |
|                                                                                |   | 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 between January 1, 2008 and December      31, 2008.  Participants shall be solicited with new benefit      election forms with respect to non-grandfathered SERP benefits (defined      below) which shall take effect as of the date of such elections, and as of      that date shall supersede all prior elections.  Elections shall      be separate for benefits accrued and vested as of December 31, 2004      ("grandfathered SERP benefits") and benefits accrued after December 31,      2004 ("non-grandfathered SERP benefits").  The failure to make a      new benefit election by December 31, 2008 shall cause any prior election      to remain in place and to control the payment of the grandfathered SERP      benefit.  The non-grandfathered SERP benefit shall be governed      by the above provisions for failure to elect a form of benefit for      benefits accrued after December 31, 2004, if no new benefit election is      made by December 31, 2008. |
|  ARTICLE      VII  PRERETIREMENT      SURVIVING SPOUSE BENEFIT  |
| 7.                                                                                  | Preretirement Surviving Spouse      Benefit.  In the event of the death of a Participant      prior to the commencement of payment of the Participant's Benefit, the      Participant's surviving spouse will be paid the Participant’s Benefit in a      single lump sum if the Participant had otherwise validly elected to      receive a lump sum distribution of his or her Benefit according to the      rules of Article VI.  Otherwise, the Participant’s surviving      spouse shall receive a survivor annuity that would have been payable if      the Participant had elected to receive his or her Benefit as an      Actuarially Equivalent 50% joint and survivor annuity at age 55 (or the      Participant’s age at death if he or she is older than 55 at death) and      died the day after.  Any such annuity shall commence at the      later of when the Participant would have attained age 55 or within 90 days      (the date of actual payment to be determined in the sole discretion of      PPL) of the Participant’s death.  The surviving spouse benefits      described in this Section shall not be payable if the Participant had less      than 10 Years of Service at date of death or with respect to a Participant      described in Section 3(b). |
|  ARTICLE      X  TERMINATION      OR AMENDMENT                  |
| 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 may cause the payment of amounts due hereunder to be accelerated      to the extent permitted under Section 409A, but in no event shall amounts      be paid later than the time such amounts would otherwise have been      paid. |
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| II.                                                                                 | Except      as provided for in this Amendment No. 4, all other provisions of the Plan      shall remain in full force andeffect. |

|   | PPL      SERVICES CORPORATION By:_____________________________Stephen R. RussoVice President – Human      Resourcesand  Services |
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