Exhibit
10(cc)-5
 
 
 AMENDMENT
NO. 4
 
 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 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
December 1, 2007, Sections 7, 8 and 10 are amended to read:
 
 SECTION
7.  RESTRICTED STOCK.
 
 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.
 
 C.  Forfeiture
or Payout of Award
 
 (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
into Restricted Stock Units 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.
 
 SECTION
8.  STOCK OPTIONS.
 
 E.  Form of Payment.  At
the time of the exercise of the Option, the Option price shall be in United
States dollars by (i) check or (ii) by such other mode of payment as CLC may
approve, including payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board.
 
 SECTION
10.  MISCELLANEOUS PROVISIONS.
 
 C.  Tax
Withholding.  Whenever under the Plan Common Stock is to be
delivered pursuant to an Award, PPL Corporation may require as a condition of
delivery that Participant remit an amount sufficient to satisfy all federal,
state and local tax withholding requirements related thereto.  In
addition, PPL Corporation may deduct from any salary or other payment due to
such Participant, an amount sufficient to satisfy all federal, state and local
tax withholding requirements related to the delivery of Common Stock under the
Plan.  Without limiting the generality of the foregoing, Participant
may elect to satisfy all or part of foregoing withholding requirements by
delivery of unrestricted shares of Common Stock owned by Participant having a
Fair Market Value (determined as of the date of such delivery by Participant)
equal to all or part of the amounts to be so withheld.  PPL
Corporation may permit any such delivery to be made by withholding shares of
Common Stock from the shares otherwise issuable pursuant to the Award giving
rise to the tax withholding obliga­tion (in which event the shares shall be
valued at their fair market value under any reasonable valuation method
permitted by IRS regulations for withholding purposes, which shall be
consistently applied).
 
 G.  Changes in Capital
Structure.  In the event of any change in the outstanding
shares of Common Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Common Stock (provided that any such event qualifies as a “corporate
transaction” as defined in Treasury Regulation 1.424 – 1(a)(3)), appropriate
adjustments shall be made (in accordance with Treasury Regulation 1.409A –
1(b)(5)(v)(D)) in the shares of Restricted Stock or Restricted Stock Units and
Dividend Equivalents, if any, theretofore awarded to the Participants, the
shares of Common Stock subject to outstanding and unexercised Options and the
aggregate number of shares of Common Stock which may be awarded pursuant to the
Plan.  Such adjustments shall be conclusive and binding for all
purposes.  Additional shares of Restricted Stock issued to a
Participant as the result of any such change shall bear the same restrictions as
the shares of Common Stock to which they relate.
 
 II.  Effective
December 1, 2007, Section 8(G)(d) is deleted in its entirety.
 
 III.
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
      CORPORATIONBy:
      ______________________________
                  Paul Farr
                  Executive Vice President
      and
                  Chief Financial
      Officer