|                                                                                                  | WHEREAS,      PPL Services Corporation ("PPL") assumed sponsorship of the PPL      Corporation Directors Deferred Compensation Plan ("Plan") effective July      1, 2000; and       |
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|                                                                                                  | WHEREAS,      the Plan was most recently amended and restated effective February 14,      2000, and subsequently amended by Amendments No. 1, 2 and 3;      and                     |
|                                                                                                  | WHEREAS,      PPL desires to further amend the Plan and the PPL Corporation Employee      Benefit Plan Board has authorized the followingchanges;                                   |
|                                                                                                  | NOW,      THEREFORE, the Plan is hereby amended as follows:                                                                                                                         |
|                                                                                                  | I.  Effective      May 1, 2008, Paragraphs 2, 6, 7, 8 and 11 are amended to    read:                                                                                      |
| 2.                                                                                                    | Definitions.                                                                                                                                                                        |
|                                                                                                  | (m)                                                                                                                                                                                 | "Mandatory Deferral      Amount" means a portion of the retainer fee payable to the      Participant equal to an amount established by resolution of the Committee      from time to time, but in no event later than December 31 of the calendar      year preceding the calendar year in which the retainer fee is earned by      the Participant. |
|                                                                                                  | (r)                                                                                                                                                                                 | “Section 409A” means      Section 409A of the Internal Revenue Code of 1986, as amended, and final      Treasury Regulations issued thereunder. |
|                                                                                                  | (s)                                                                                                                                                                                 | “Separation from Service”      means a “separation from service” as defined in Section      409A. |
|                                                                                                  | (t)                                                                                                                                                                                 | "Stock Account" means      the account of Deferred Compensation established for each Participant      solely as a bookkeeping entry and described in Paragraph 7.1 of this      Plan. |
|                                                                                                  | (u)                                                                                                                                                                                 | "Stock Unit" means a      unit equal in value from time-to-time to the Fair Market Value of one      share of Common Stock. |
|                                                                                                  | (v)                                                                                                                                                                                 | "Total Amount Payable"      means the amount credited to a Participant's Cash Account and the      Participant's Stock Account. |
|                                                                                                  | (w)                                                                                                                                                                                 | “Unforeseeable      Emergency” means “unforeseeable emergency” as defined in Section      409A. |
| 6.                                                                                                    | Deferred      Cash Compensation.                                                                                                                                                    |
|                                                                                                  | (c)                                                                                                                                                                                 | Any      election to defer or change the amount of Cash Compensation to be deferred      for any subsequent calendar year after the first calendar year of      eligibility may be made by Participant not later than December 31 of the      year preceding such calendar year by filing with the EBPB an election      form; provided, however, that an election once made will be presumed to      continue with respect to subsequent years unless timely changed or revoked      by Participant in accordance with Sections 6 (c) and      (d).  Participant, may, prior to December 31, 1994, elect to      defer some or all of his Cash Compensation otherwise payable after July 1,      1995 to this Stock Account. |
|                                                                                                  | (d)                                                                                                                                                                                 | Participant      may revoke his election to defer Cash Compensation for any calendar year      by so notifying the EBPB in writing not later than December 31 of the year      preceding the year for which the revocation will be      effective.  In order for such notification to be effective, it      must be actually received by PPL Services Corporation Payroll Section by      such date.  For any subsequent calendar year, Participant may      resume his election to defer if he files with the EBPB an election form      not later than December 31 of the year preceding such subsequent calendar      year. |
|                                                                                                  | (e)                                                                                                                                                                                 | The      deferral of Cash Compensation remain effective for all years, unless the      election is revoked pursuant to paragraph (d).  An election,      once made, will be irrevocable except as provided in Sections 6 (c) and      (d). |
| 7.2                                                                                                   | Cash      Account.  PPL Corporation shall maintain a Cash Account      in the name of each Participant.  Such Cash Account shall be      maintained as follows: |
|                                                                                                  | (b)                                                                                                                                                                                 | Participant's      Cash Account shall be credited in substantially equivalent frequency and      with a calculated rate of return substantially equivalent to the rate of      return that would have been realized had the Cash Account been invested in      one or more mutual fund choices offered by the PPL Deferred Savings Plan,      but not the Fidelity Brokerage Link.  The mutual fund or funds      utilized to calculate the rate of return on the Participant’s Cash Account      shall be that mutual fund or funds elected by the Participant in writing      on an election form submitted to the EBPB.  The Participant may      change investment choices in the same manner as may be permitted by the      Deferred Savings Plan for similar mutual fund choices in that      Plan.  If a Participant fails to elect any mutual fund, the rate      of return shall be calculated as if the Blended Interest Rate Fund was      elected. |
| 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      experiences a Separation from Service; or |
|                                                                                                  |                                                                                                                                                                                | (ii) | the      age elected by the Participant, provided such age is not greater than      75. |
|                                                                                                  |                                                                                                                                                                                |   | Such      election shall apply to the payment of both the Cash Account and the Stock      Account, and must be made and become irrevocable pursuant to the timing      rules set forth under Article 6 for the corresponding deferral      election.  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      experiences a Separation from Service.  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. |
|                                                                                                  |                                                                                                                                                                                |   | Notwithstanding      the foregoing, if, immediately prior to Separation from Service, a      Participant was an employee of PPL or any organization aggregated with PPL      as a single service recipient under Treasury Regulation 1.409 A-1 (g),      payments pursuant to Sections 8 (a) and (b) shall commence on the date      that is six months after the date of Separation from    Service. |
|                                                                                                  |                                                                                                                                                                                |   | 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,      2008.  If a Participant fails to make a change in prior payment      elections by December 31, 2008, 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 shall apply to the payment of      both the Cash Account and the Stock Account, and must be made and become      irrevocable pursuant to the timing rules set forth under Article 6 for the      corresponding deferral election.  If no effective election has      been made, 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) | 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), payment shall be made within 30 days after      Participant's death to one beneficiary designated by Participant in      writing using 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) | Payment      shall be made to Participant's designated beneficiary or Participant's      estate in a single sum. |
|                                                                                                  | (e)                                                                                                                                                                                 | The      EBPB may determine, in its sole discretion, that the Total Amount Payable      shall be paid to Participant or his beneficiary upon an Unforeseeable      Emergency.  In such case, a single sum payment shall be made      upon the occurrence of the Unforeseeable Emergency equal to the amount      necessary to pay any Federal, state, local, or foreign income taxes or      penalties reasonably anticipated to result from the      distribution.  A distribution pursuant to this paragraph shall      not be made to the extent that an Unforeseeable Emergency may be relieved      through reimbursement or compensation from insurance or otherwise, by      liquidation of the Participant’s assets to the extent the liquidation      would not itself cause severe financial hardship, or by cessation of      deferrals under this Plan. |
| 11.                                                                                                   | Termination      or Amendment.                                                                                                                                                      |
|                                                                                                  | (a)                                                                                                                                                                                 | The      Committee may, in its discretion, terminate or amend this Plan from time      to time.  In addition, the EBPB may make such amendments to the      Plan as it deems necessary or desirable except those amendments which      substantially increase the cost of the Plan to PPL Corporation or      significantly alter the benefit design or eligibility requirements of the      Plan.  No termination or amendment shall (without Participant's      consent) alter: a) Participant's right to payments of amounts previously      credited to Participant's Accounts, which amounts shall continue to earn      interest or accumulate dividends as provided for herein as though      termination or amendment had not been effected, or b) the amount or times      of payment of such amounts which have commenced prior to the effective      date of such termination or amendment; provided, however, that no such      consent may accelerate the Participant's      payments.  Notwithstanding the foregoing, if PPL Corporation is      liquidated in a corporate dissolution taxed under Section 331 of the      Internal Revenue Code, or with the approval of a bankruptcy court pursuant      to II U.S.C. 503 (b)(1)(A), the EBPB shall have the right pursuant to a      termination liquidation of the Plan (and all plans aggregated with the      Plan pursuant to Treasury Regulation 1.409 A-1(c)(2)) within 12 months of      such event to determine the Total Amount Payable under Paragraph 8 to      Participant, and to cause the amount so determined to be paid in one or      more installments or upon such other terms and conditions and at such      other time (not beyond the time provided for herein) as the EBPB      determines to be just and equitable. |
|                                                                                                  |                                                                                                                                                                                | In      such event the amounts deferred under the Plan must be included in      Participant’s ‘gross income’ in the latest of the following years (or if      earlier the taxable year in which the amount is actually or constructively      received):  (i) the calendar year in which the Plan termination      or liquidation occurs; (ii) for the first calendar year in which the      amount is no longer subject to a substantial risk of forfeiture; or (iii)      the first calendar year in which payment is administratively      practicable. |
| II.                                                                                                   | Except      as provided for in this Amendment No. 4, all other provisions of the Plan      shall remain in full force and effect.                                                   |
| IN      WITNESS WHEREOF, this Amendment No. 4 is executed this _____ day of      _____________, 2008. |

|   | PPL      SERVICES CORPORATION By:_____________________________    Dale M.      Kleppinger    Chairman of the      Employee Benefit          Plan      Board |
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