form10k2008exhibit10bb-6.htm


    
      Exhibit
10(bb)-6

      


      


      


      AMENDMENT
NO. 5

      


      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, 3 and 4; and

      WHEREAS, PPL desires to further amend
the Plan;

      


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

      


      I.  Effective
January 1, 2009, Sections 7 and 10 are amended to read as follows:

      


      SECTION
7.  RESTRICTED STOCK.

      


      C.  Forfeiture or Payout of
Award.

      


      (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 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.

      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.

      


      SECTION
10.  MISCELLANEOUS PROVISIONS.

      


      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.  Except
as provided for in this Amendment No. 5, all other provisions of the Plan shall
remain in full force and effect.

      


      IN
WITNESS WHEREOF, this Amendment No. 5 is executed this        
day of                           ,
2008.

      


      


      
        	
                PPL
      SERVICES CORPORATION

                 

                 

              	
                PPL
      CORPORATION

              
	
                By:
      ______________________________

                Paul Farr

                Executive Vice President
      and

                Chief Financial
      Officer

              	
                By:
      ______________________________

                Paul Farr

                Executive Vice President
      and

                Chief Financial
      Officer