PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

I.

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

(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