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 b