AMENDMENT NO. 5
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) viola