form10k2008exhibit10aa-5.htm


    Exhibit
10(aa)-5

    


    AMENDMENT
NO. 4

    


    TO

    


    PPL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    WHEREAS,
PPL Services Corporation ("PPL") adopted the PPL Supplemental Executive
Retirement Plan (the "Plan"), effective July 1, 2000, for certain of its
employees; and

    WHEREAS,
the Plan was amended and restated effective July 1, 2003, and subsequently
amended by Amendment No. 1, 2 and 3; and

    WHEREAS,
PPL desires to further amend the Plan;

    NOW,
THEREFORE, the Plan is hereby amended as follows:

    


    
      	
              I.

            	
              Effective
      June 1, 2008, the following sections of Articles 2, 4, 5, 6, 7 and 10 are
      amended to read:

            


    

    


    
      	
              ARTICLE
      II  DEFINITIONS

               

            
	 
      	
              (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.

            
	 
      	 
      
	
              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:_____________________________

              Stephen R. Russo

              Vice President – Human
      Resources

              and
  Services