form10k2008exhibit10x-5.htm


    
      
        Exhibit 10(x)-5

        AMENDMENT
NO. 4

        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, 2 and 3;
      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
      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