Exhibit
      10(hh)-1


**AMENDMENT
      NO. 1**





**TO**





**PPL
      CORPORATION INCENTIVE**


**COMPENSATION
      PLAN FOR KEY EMPLOYEES**





WHEREAS,
      PPL Corporation, (“PPL”) has adopted the PPL Corporation Incentive Compensation
      Plan for Key Employees (“Plan”), effective January 1, 1997; and


WHEREAS,
      the Plan was amended and restated effective January 1, 2003; and


WHEREAS,
      PPL desires to further amend the Plan;


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





I.    Effective
      January 1, 2005, Section 7, paragraphs B and C are amended to read:





**SECTION
      7.  RESTRICTED STOCK, RESTRICTED STOCK UNITS.**


B.    Restriction
      Period. At the time a Restricted Stock or Restricted Stock Units Award is
      granted, CLC shall establish a Restriction Period applicable to such Award
      which
      shall be not less than three years. Each Restricted Stock or Restricted Stock
      Units Award may have a different Restriction Period. All Restricted Stock Units
      granted after December 31, 2004 shall have a mandatory Restriction Period,
      if
      the Restriction Period has not lapsed as of the day prior to a termination
      of
      employment, of six calendar months from the day of termination of
      employment.


Notwithstanding
      the other provisions of this Section 7: (i) in the event of a Change in Control,
      the Restriction Periods on all Restricted Stock Awards previously granted shall
      lapse and in the event of a "Change in ownership or effective control" as
      defined by Treasury Regulations under Code Section 409A(a)(2)(A)(v), the
      Restriction Periods on all Restricted Stock Units shall lapse, and (ii) apart
      from a Change in Control, CLC is authorized in its sole discretion to accelerate
      the time at which any or all of the restrictions on all or any part of a
      Restricted Stock Award shall lapse or to remove any or all of such restrictions
      whenever CLC may decide that changes in tax or other laws or other circumstances
      arising after the granting of a Restricted Stock Award make such action
      appropriate. CLC may, in its discretion, authorize a deferral of stock award
      gains program which covers any Restricted Stock Units prior to the end of the
      Restriction Period or any unexercised Options. If CLC does so authorize such
      a
      program, a Participant may defer receipt of Common Stock as permitted under
      that
      program. The program if authorized, shall not permit a deferral of gain to
      be
      elected less than 12 months from the end of the Restriction Period, and shall
      impose a mandatory five-year delay on the receipt of Common Stock if deferral
      is
      elected.


C.    Forfeiture
      or Payout of Award. During the Restriction Period, Restricted Stock or
      Restricted Stock Units Awards are subject to forfeiture or payout (i.e., removal
      of restrictions) as indicated for each of the following events:


(i)  Termination
      - In this event, the Restricted Stock or Restricted Stock Units Award will
      be
      completely forfeited.


(ii)  Retirement
      - In this event, Restricted Stock will be completely forfeited, but payout
      of
      the Restricted Stock Units Award will be made with complete removal of
      restrictions, but, for Restricted Stock Units granted after December 31, 2004,
      six calendar months after the last day of employment, if the Participant is
      eligible for and actually receives retirement benefits. If retirement or
      severance benefits are payable under a separation program or policy, the
      restrictions will be modified, but only in accordance with the express terms
      of
      such separation program or policy, and in the absence of such express terms
      there shall be a complete forfeiture of Restricted Stock or Restricted Stock
      Units.


(iii)  Disability
      - In this event, payout of the Restricted Stock or Restricted Stock Units Award
      will be prorated as if the Participant had maintained active employment until
      age 65, but payout of the Restricted Stock Units granted after December 31,
      2004
      shall not be made until six calendar months after the last day of employment,
      unless the Participant is "disabled" within the meaning of Code Section
      409A(a)(2)(C).


(iv)  Death
      - In this event, payout of the Restricted Stock or Restricted Stock Units Award
      will be prorated as if the Participant had maintained active employment until
      age 65, and will be made to the Beneficiary.





(v)  Conversions
      between Restricted Stock and Restricted Stock Units. CLC has the discretion
      to
      convert with the consent of the Participant any or all Restricted Stock into
      Restricted Stock Units of equivalent value, and to convert any or all Restricted
      Stock Units into Restricted Stock of equivalent value, prior to the end of
      the
      applicable Restriction Period, but a conversion of Restricted Stock Units into
      Restricted Stock shall not be implemented less than 12 months prior to the
      end
      of the applicable Restriction Period, and the new Restriction Period shall
      lapse
      at least 5 years after the end of the old Restriction Period. Upon any such
      conversion, the Restricted Stock or Restricted Stock Units so converted will
      be
      completely forfeited, and the Participant shall have the rights with respect
      to
      Restricted Stock, Restricted Stock Units and Dividend Equivalents (if
      applicable) as may be specified in the conversion notice.


Notwithstanding
      anything in this Section 7C to the contrary, in the event that prior to any
      payout of Common Stock a Participant described in this Section 7C violates
      any
      noncompete agreements between Participant and PPL Corporation or an Affiliated
      Company, his Restricted Stock or Restricted Stock Units Award, and any Dividend
      Equivalents, will be completely forfeited.


In
      any
      instance where payout of a Restricted Stock or Restricted Stock Units Award
      is
      to be prorated, CLC may choose in its sole discretion to provide the Participant
      (or the Participant's Beneficiary) with the entire Award rather than the
      prorated portion thereof.


Any
      Restricted Stock which is forfeited hereunder will be transferred to PPL
      Corporation.





II.       Except
      as provided for in this Amendment No. 1, all other provisions of the Plan shall
      remain in full force and effect.





IN
      WITNESS WHEREOF, this Amendment No. 1 is executed this
        day of February, 2006.





PPL
      Services Corporation








By:
      _______________________________


Ronald
      Schwarz


Vice
      President-Human Resources