Exhibit 10(a)


    Exhibit
      10(a)

    
 

    PPL
      CORPORATION

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    


    


    


    This
      Letter Agreement will confirm a grant to you of a non-qualified Stock Option
      (“Stock Option”) of PPL Corporation Common Stock under the PPL Incentive
      Compensation Plan ("ICP") or PPL Incentive Compensation Plan for Key Employees
      ("ICPKE") (the “Plan”).

    


    1.  GRANT
      OF OPTIONS.
      The
      Company hereby grants to you a Stock
      Option
      to
      purchase all or any part of the number of shares of Common Stock of the Company
      as shown on Exhibit A of this Agreement on the terms and conditions as set
      forth
      herein and in the Plan.

     

    2.  OPTION
      PRICE.
      The
      price at which the option shares may be purchased under the Stock
      Option
      (the “Option Price”) is shown on Exhibit A of this Agreement.

     

    3.  DURATION
      AND EXERCISE OF THE OPTIONS.
      The
Stock
      Option
      shall be exercisable upon the terms and conditions of the Plan, as supplemented
      by this Agreement, and not otherwise.

    The
      Stock
      Option
      shall become exercisable in installments upon the earliest exercisable date
      for
      such installment set out on Exhibit A.

    The
      Stock
      Option
      must be exercised in portions of not less than 100 shares, or any integral
      multiple thereof, except to complete the exercise of the Stock
      Option
      grant. The Stock
      Option
      may
      not be exercised subsequent to the day before the tenth anniversary of the
      date
      of grant.

     

    4.  METHOD
      OF EXERCISE.
      The
Stock
      Option
      may
      be exercised, during your lifetime, only by you. Exercise of the Stock
      Option
      shall be by appropriate written notice delivered to the Vice President-Human
      Resources, or such person as is designated by the Vice President-Human Resources
      from time to time, accompanied by valid payment in the form of or through:
      (a) a
      check payable to the order of the Company; (b) an attestation form confirming
      your current ownership of whole shares of Company Common Stock sufficient to
      cover the cost of exercise for the shares to be purchased, together with a
      check
      payable to the order of the Company for any shortfall; (c) a cashless exercise
      of your stock option effected through your own broker, in the case of Stock
      Options awarded under the ICP, and PPL's arrangement with Merrill Lynch, in
      the
      case of Stock Options awarded under the ICPKE; or (d) through any other payment
      method authorized by the Company.

     

    5.  APPLICABILITY
      OF THE PLAN.
      This
      Agreement and the Stock
      Option
      granted hereunder are subject to all of the terms and conditions of the Plan,
      which are hereby incorporated by reference, and may not be assigned or
      transferred, except by will or the laws of descent and distribution in the
      case
      of the death of an optionee.

     

    6.  WITHHOLDING
      TAXES.
      Upon
      exercise of the Stock
      Option,
      you must arrange for the payment to the Company of all applicable withholding
      taxes resulting from such exercise promptly after you have been notified of
      the
      amount thereof by the Vice President-Human Resources, or his/her designee.
      Shares may be withheld to pay withholding taxes if you have made a proper
      election to pay withholding taxes in this manner.

     

    7.  RETIREMENT.
      "Retirement" means termination of employment with the Company and your election
      for monthly retirement benefits to commence immediately under the PPL Retirement
      Plan, or, if you are not a participant of the PPL Retirement Plan, you elect
      immediate commencement of benefits under any other defined benefit pension
      plan,
      whether or not tax qualified (such as the PPL SERP). On Retirement, Stock
      Options become exercisable immediately for all Stock Options awarded under
      the
      ICPKE. For ICP participants, on retirement, all Stock Options at least one
      year
      old become exercisable immediately.

     

    8.  DEATH
      OR LONG-TERM DISABILITY.
      On
      death or eligibility for benefits under the PPL Long Term Disability plan,
      the
      term of all your Stock Options will end in 36 months after such death or
      eligibility or, if earlier, on the tenth anniversary of the date of grant.
      Your
      death Beneficiary may exercise the Stock Options on your behalf after
      death.

     

    9.  TERMINATION
      OF EMPLOYMENT.
      If your
      employment is terminated, voluntarily or involuntarily, and you are not eligible
      for or do not elect immediate commencement of monthly retirement benefits under
      the PPL Retirement Plan (or other defined benefit pension plan if not a PPL
      Retirement Plan participant), the term of all your Stock Options ends 60 days
      after such termination of employment, and any options that are not then
      exercisable shall terminate and be of no further force and effect.

     

    10.  CHANGE
      IN CONTROL.
      In the
      event of a Change in Control, all Stock Options of any kind are immediately
      exercisable. The term of all Stock Options then ends 36 months after termination
      of employment or, if earlier, on the tenth anniversary of the date of
      grant.

     

    11.  DEFINITIONS;
      CONFLICT.
      Capitalized terms not otherwise defined shall have the meaning specified in
      the
      Plan. In the event of any conflict between this Agreement and the Plan, the
      terms of the Plan shall control.

     

    12.  NO
      RIGHT TO CONTINUED EMPLOYMENT.
      Neither
      the grant nor the exercise of the option shall confer on you any right to be
      retained in the employ of the Company or its subsidiaries, or to receive
      subsequent options or other awards under the Plan. The right of the Company
      or
      any subsidiary to terminate your employment with it at any time or as otherwise
      provided by any agreement between the Company or any subsidiary and you is
      specifically reserved.

     

    13.  APPLICABLE
      LAW.
      The
      validity, construction, interpretation, administration, and effect of the Plan,
      and of its rules and regulations, and rights relating to the Plan and to this
      Agreement, shall be governed by the substantive laws, but not the choice of
      law
      rules, of the Commonwealth of Pennsylvania.

     

    14.  NO
      RIGHTS OF SHAREHOLDER.
      You
      shall not have any of the rights of a shareholder with respect to shares subject
      to the option except to the extent that such shares shall have been issued
      to
      you upon the exercise of the option.

     

    15.  AMENDMENT.
      The
      terms of this Agreement may be amended from time to time by the Committee in
      its
      sole discretion in any manner that it deems appropriate (including, but not
      limited to, the acceleration provisions), provided, however, that no such
      amendment shall, without your consent, diminish your rights under this
      Agreement.

    ____________

    


    To
      confirm your acceptance of the foregoing, kindly sign and promptly return one
      copy of Exhibit A of this Letter Agreement to the Company.

    


    


    Sincerely,

    PPL
      Corporation

    


    


    By
/s/
      William F.
      Hecht                                              
     

    William
      F. Hecht

    Chairman
      & CEO

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



    Exhibit
      A

    


    STOCK
      OPTION AGREEMENT

    


    


    Non-Qualified

    Stock
      Option Granted To: «First_Name» «Last_Name» SSN: «SSN»

    


    


    Plan:       «Plan»     

     

    Grant
      Date:     _____________________ 

    


    


    
      	
               

              Installment

            	
               

              Number
                of Stock Options

            	
              Earliest

              Exercisable
                Date

            
	 	 	 
	
              1.

            	
              «options1»

            	
              «Vdate1»

            
	
              2.

            	
              «options2»

            	
              «Vdate2»

            
	
              3.

            	
              «options3»

            	
              «Vdate3»

            


    

    


    Option
      Price:
      $«price»

    


    


    


    


    


    _____________________________________

    Optionee

    


    


    


    


    
      _____________________________________

    

    Date