exhibit10a.htm


    Exhibit
10(a)

     

    AMENDMENT
NO. 4

     

    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 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 as follows and
Section 8(G)(d) is deleted in its entirety:

    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
Participant 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.

    SECTION
8.  STOCK OPTIONS.

    E.       Form of
Payment.  At the time of the exercise of the Option, the Option
price shall be payable in United States dollars by (i) check or (ii) by such
other mode of payment as the Committee 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 the foregoing withholding requirements by
delivery of unrestricted shares of Common Stock owned by Participant for at
least six months (or such other period as PPL Corporation may determine), 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.  As a condition
of accepting such delivery, PPL Corporation may require Participant to furnish
an opinion of counsel acceptable to PPL Corporation to the effect that such
delivery will not result in Participant incurring any liability under Section
16(b) of the Exchange Act.  Alternatively, 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).

     

    II. 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
      SERVICES CORPORATION

            	 
      	
              PPL
      CORPORATION

            
	 
      	 
      	 
      
	
              By:______________________________

            	 
      	
              By:______________________________

            
	
              Paul
      Farr

              Executive
      Vice President and

              Chief
      Financial Officer

            	 
      	
              Paul
      Farr

              Executive
      Vice President and

              Chief
      Financial Officer