Exhibit
      10(gg)-2





**AMENDMENT
      NO. 1**





**TO**





**PPL
      CORPORATION**





**INCENTIVE
      COMPENSATION PLAN**





WHEREAS,
      PPL Corporation ("PPL") has adopted the PPL Corporation Incentive Compensation
      Plan ("Plan") effective January 1, 1987; 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 is amended to read:





**SECTION
      7.  RESTRICTED STOCK.**


B. **Restriction
      Period** .  At
      the time a Restricted Stock or Restricted Stock Units Award is granted, the
      Committee 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, the Committee is also
      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 the Committee 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; provided, however,
      that no acceleration or removal of restrictions pursuant to this clause (ii)
      shall result in payout of Common Stock to the Partici-pant less than six months
      after the Date of Grant, except pursuant to Section 7C below upon the
      Termination, death, Disability or Retirement of the Participant. The Committee
      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 the Committee 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 restric-tions) as indicated
      for each of the following events:


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


(b)  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.


(c)  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).


(d)  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.





(e)  Conversions
      between Restricted Stock and Restricted Stock Units. The Committee 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.


In any instance where payout of a Restricted Stock or Restricted Stock Units
      Award is to be prorated, the Committee 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.


Notwithstanding anything in this
      Section 7C to the contrary, in the event that prior to any payout of Common
      Stock a Participant described in paragraph (c) 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.


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


D. **Section
      83(b) Election** .  As
      a condition of receiving Restricted Stock, a Participant shall agree in writing
      to notify PPL Corporation within 30 days of the Date of Grant whether or not
      the
      Participant has made an election under Section 83(b) of the Code to report
      the
      value of the Restricted Stock as income on the Date of Grant.





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
      _____________, 2006.





PPL
      SERVICES CORPORATION








By:_______________________________


Ronald
      Schwarz


Vice
      President-Human Resources