Exhibit
10(b)


 


 


AMENDMENT
NO. 6


 


TO


 


PPL
CORPORATION


 


DIRECTORS
DEFERRED COMPENSATION PLAN


 


WHEREAS,
PPL Services Corporation (“PPL”) assumed sponsorship of the PPL Corporation Directors Deferred Compensation
Plan (the “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,
3, 4 and 5; 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 as of the Separation Time, Paragraph 7.1 is amended to read:


 


(e)


		(i)	Notwithstanding
                                         anything to the contrary, upon the Separation Time, Participant’s Stock Account
                                         shall be credited for each share of PPL Corporation Common Stock in such Stock Account
                                         with a number of Talen Energy Corporation (“Talen”) Restricted Stock
                                         Units to be calculated to be the same as the number of shares of common stock of Talen
                                         (“Talen Common Stock”) that would be received in respect of PPL Corporation
                                         Common Stock pursuant to the Separation Agreement and the Transaction Agreement. Each
                                         restricted stock unit of Talen (each, a “Talen Restricted Stock Unit”)
                                         that is credited to Participant’s Stock Account shall be subject to vesting, transfer
                                         and settlement restrictions that are substantially identical to such vesting, transfer
                                         and settlement restrictions that applied to Participant’s Stock Units immediately
                                         before the Separation Time; provided, however, that in no event shall a
                                         Participant be permitted (A) to elect to convert all or any portion of such Participant’s
                                         Stock Account or Cash Account into additional Talen Restricted Stock Units or (B) to
                                         convert the Talen Restricted Stock Units into Stock Units of PPL Corporation Common Stock;
                                         and provided further that the EBPB may impose any additional restrictions
                                         on Participants’ ability (if at all) to convert Talen Restricted Stock Units as
                                         the EBPB may determine in its sole discretion.



 


		(ii)	Notwithstanding
                                         Section 7.1(c), as of each date a cash dividend or other distribution (other than distributions
                                         in the form of additional shares of Talen Common Stock) is paid or made with respect
                                         to the Talen Common Stock to holders of record on any record date after the Separation
                                         Date, the Participant’s Cash Account shall be credited with an amount of cash equal
                                         to the product of: (i) the cash amount of such dividend or cash value of such distribution
                                         paid with respect to one share of Talen Common Stock, multiplied by (ii) the number of
                                         Talen Restricted Stock Units held by the Participant, with the fair market value of any
                                         such non-cash dividend or distribution to be determined by the EBPB, in good faith. As
                                         of each date a dividend or other distribution in the form of additional shares of Talen
                                         Common Stock is paid or made with respect to the Talen Common Stock to holders of record
                                         on any record date after the Separation Date, the Participant’s Stock Account shall
                                         be credited with additional shares of Talen Common Stock equal to the product of (x)
                                         the number of shares of Talen Common Stock paid or made with respect to one share of
                                         Talen Common Stock multiplied by (y) the number of Talen Restricted Stock Units held
                                         by the Participant in such Participant’s Stock Account. Any such amounts credited
                                         to the Participant’s Cash Account or Stock Account, as applicable, shall be paid
                                         to the Participant at the same time(s) when the shares of Talen Common Stock underlying
                                         the Participant's Talen Restricted Stock Units are delivered to the Participant. The
                                         EBPB may determine to impose transfer restrictions on any shares of Talen Common Stock
                                         issued to a Participant to the extent that the EBPB determines that such restrictions
                                         are necessary or advisable for purposes of applicable securities laws or otherwise.



 


(f)
Capitalized terms used in this Paragraph 7.1 but not otherwise defined shall have the definitions ascribed to such term in the
Employee Matters Agreement by and among PPL Corporation, Talen, C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power
Holdings LLC, dated as of June 9, 2014 (the “EMA”).


 


II.
Except as provided for in this Amendment No. 6, all other provisions of the Plan shall remain in full force and effect.


 




    	 



    	 



    

IN
WITNESS WHEREOF, this Amendment No. 6 is executed this _____ day of _____________, 2015.


 


 


 


 


	 	PPL
    SERVICES CORPORATION
	 	 
	 	 
	 	By:    ___________________________
	 	Title:
    ___________________________