Exhibit 10(b)


    Exhibit
      10(b)

    PPL
      Corporation

    Restricted
      Stock Unit Agreement

    


    This
      Letter Agreement will confirm a grant to you of Restricted Stock Units ("Units")
      of PPL Corporation Common Stock under the PPL Incentive Compensation Plan or
      the
      PPL Incentive Compensation Plan for Key Employees (the "Plan").

    1.  Grant
      of Units.
      The
      Company hereby grants to you Units representing a future delivery of a specified
      number of shares of common stock of the Company at a specified time, as shown
      on
      Exhibit A of this Agreement, under the terms and conditions set forth herein
      and
      the Plan.

    2.  Issuance
      of Stock.
      Upon
      the lapse of restrictions on your Units, PPL Corporation's Investor Relations
      specialists will implement a procedure to identify PPL Corporation common stock
      in the number of shares you are entitled to receive after the lapse of
      restrictions on your Units. Pursuant to Paragraph 5, the total number of shares
      will be reduced by that number of shares equal in value to your income tax
      withholding obligation. PPL Corporation uses a stock transfer agent to place
      common stock in your name. For issuance of common stock under the Incentive
      Compensation Plan for Key Employees, the transfer of common stock to pay income
      tax withholding may be delayed until after the first quarter dividend record
      date, in order to provide dividends on the shares to participants prior to
      the
      sale of the shares. However, for retirement, death or disability, or change
      in
      control (paragraphs 6, 7, and 9), there shall be no delay in the transfer of
      common stock. Depending upon market volatility, holidays, and whether the
      Company elects to use treasury shares, unissued shares, or purchase on the
      open
      market, there will be a delay between the date the restrictions on your Units
      lapse and the date shares are registered in your name. This time lapse will
      normally not exceed 15 days and will not in any event exceed 30 days. Your
      shares will be registered in your name and deposited into a PPL Dividend
      Reinvestment Program ("DRIP") account.

    3.  Dividend
      Equivalents.
      With
      respect to each dividend or distribution paid or made on Common Stock to holders
      of record while you hold Units hereunder, you shall be paid a dollar equivalent
      as salary at approximately the same time such dividend or distribution on Common
      Stock is paid or made, but in no event later than March 15 of the year following
      the calendar year of the dividend or distribution on common stock.

    4.  Applicability
      of the Plan.
      This
      Agreement and the Units granted hereunder are subject to all 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 your death.

    5.  Withholding
      Taxes.
      Upon
      the lapse of restrictions on your Units and receipt of shares pursuant to
      Paragraph 4 (the “Payment Event”), the Company will pay all applicable
      withholding taxes by withholding from the shares otherwise payable to you shares
      of common stock equivalent in value (calculated based on the stock price on
      the
      date of the Payment Event) to the dollar amount of withholding taxes for which
      you are obligated. 

    6.  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 in the PPL Retirement Plan, you elect
      or
      are eligible for immediate commencement of benefits under any other defined
      benefit pension plan, whether or not tax qualified (such as the PPL SERP).
      Upon
      retirement all restrictions on your Units lapse, and the income tax withholding
      and issuance of stock set forth above will take place; provided that such
      issuance shall be delayed until six months after termination of employment
      if
      you are a “specified employee” for purposes of Code Section 409A, if such delay
      is necessary to avoid imposition of tax under Code Section 409A.

    7.  Death
      or Long-Term Disability.
      On your
      death or your receipt of benefits under the PPL Long Term Disability Plan for
      three months (by reason of a medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to last
      for a continuous period of not less than 12 months), restrictions on your Units
      shall lapse in the same manner as if you continued working until you were age
      65, except that the six-month delay otherwise applicable to "specified
      employees" under Code Section 409A shall not apply. Units shall be paid to
      your
      beneficiary in the event of your death.

    8.  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), all of your Units will be automatically
      forfeited.

    9.  Change
      in Control.
      In the
      event of a "change in ownership or effective control" of PPL Corporation, as
      defined in the Plan, restriction on all Units will immediately lapse and payment
      of stock shall occur in accordance with the provisions of Paragraph
      2.

    10.  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.

    11.  No
      Right to Continued Employment.
      The
      grant of Units shall not confer on you any right to be retained in the employ
      of
      the Company or a subsidiary, or to receive subsequent Units 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.

    12.  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.

    13.  No
      Rights of a Shareholder.
      You
      shall not have any rights of a shareholder with respect to shares issuable
      hereunder except to the extent shares have been issued to you as a result of
      the
      lapse of restrictions on your Unit.

    14.  Amendment.
      The
      terms of this Agreement may be amended from time to time by the Committee in
      its
      sole discretion in any manner it deems appropriate; provided 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

     

    RESTRICTED
      STOCK UNIT AGREEMENT

     

    Restricted
      Stock Unit Award

    Restricted
      Stock Units Granted To: «First_Name» «Last_Name» SSN: «SSN»

     

    Plan: 
      Incentive
      Compensation Plan

        Incentive
      Compensation Plan for Key Employees [Delete one]

     

    Date
      of Award: ______________________

     

    Date
      Restrictions on Restricted Stock Units lapse:______________________

     

    Signature
      of Employee:______________________

     

    Date:______________________