Exhibit 10(d)


    

      Exhibit
        10(d)

      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).
        Twelve months after the date of your retirement all restrictions on your
        Units
        lapse, and the income tax withholding and issuance of stock set forth above
        will
        take place.

      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/
        Robert J. Grey                                                                 

      Robert
        J.
        Grey

      Senior
        Vice President, General Counsel

      And
        Secretary

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      



      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: ______________________