**Exhibit 10(r)**
**AGREEMENT**

 

THIS AGREEMENT, effective as of _______________, ____, is made  by and between PPL Corporation, a Pennsylvania corporation and _______________  (the "Executive").

WHEREAS, the Company considers it essential to the best interests  of its shareowners to foster the continued employment of key management personnel;  and

WHEREAS, the Board of Directors of the Company (the "Board")  recognizes that, as is the case with many publicly-held corporations, the possibility  of a Change in Control (as defined in the last Section hereof) exists and that  such possibility, and the uncertainty and questions which it may raise among  management, may result in the departure or distraction of management personnel  to the detriment of the Company and its shareowners; and

WHEREAS, the Board has determined that appropriate steps should  be taken to reinforce and encourage the continued attention and dedication of  members of management, including the Executive, to their assigned duties without  distraction in the face of potentially disturbing circumstances arising from  the possibility of a Change in Control;

WHEREAS, the Executive and the Company have entered into a  Severance Agreement effective as of __________________ (the "Prior Severance  Agreement"), which the Executive and the Company desire to terminate, in  its entirety, effective as of the date hereof, and in lieu thereof enter into  this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual  covenants herein contained, the Company and the Executive hereby agree as follows:

1. Defined Terms. The definitions of capitalized terms  used in this Agreement are provided in the last Section hereof.

2. Term of Agreement. The Term of this Agreement shall  commence on the date hereof and shall continue in effect through December 31,  ____; provided, however, that commencing on January 1, ____ and each January  1 thereafter, the Term shall automatically be extended for one additional year  unless, either the Company or the Executive gives at least 15 months advance  notice of termination by, not later than September 30 of the year preceding  the year in which the Term is then scheduled to expire, giving notice not to  extend the Term; and further provided, however, that if a Change in Control  shall have occurred during the Term, the Term shall expire no earlier than thirty-six  (36) months beyond the month in which such Change in Control occurred. Notwithstanding  the foregoing, and subject to any extensions pursuant to Section 7.3, in the  event that prior to the occurrence of a Change in Control or Potential Change  in Control, the Executive's employment is terminated for any reason then this  Agreement shall terminate as of the date that the Executive's employment is  terminated. 

3. Company's Covenants Summarized. In order to induce  the Executive to remain in the employ of the Company and in consideration of  the Executive's covenants set forth in Section 4 hereof, the Company agrees,  under the conditions described herein, to pay the Executive the Severance Payments  and the other payments and benefits described herein. Except as provided in  Section 9.1 hereof, no Severance Payments shall be payable under this Agreement  unless there shall have been (or, under the terms of the second sentence of  Section 6.1 hereof, there shall be deemed to have been) a termination of the  Executive's employment with the Company following a Change in Control and during  the Term. This Agreement shall not be construed as creating an express or implied  contract of employment and, except as otherwise agreed to in writing between  the Executive and the Company, the Executive shall not have any right to be  retained in the employ of the Company.

4. The Executive's Covenants. The Executive agrees that,  subject to the terms and conditions of this Agreement, in the event of a Potential  Change in Control during the Term, the Executive will remain in the employ of  the Company until the earliest of (i) a date which is six (6) months after the  date of such Potential Change of Control, (ii) the date of a Change in Control,  (iii) the date of termination by the Executive of the Executive's employment  for Good Reason or by reason of death, Disability or Retirement, or (iv) the  termination by the Company of the Executive's employment for any reason.

5. Compensation Other Than Severance Payments. 

5.1 Following a Change in Control and during the Term, during  any period that the Executive fails to perform the Executive's full-time duties  with the Company as a result of incapacity due to physical or mental illness,  the Company shall pay the Executive's full salary to the Executive at the rate  in effect at the commencement of any such period, together with all compensation  and benefits payable to the Executive under the terms of any compensation or  benefit plan, program or arrangement maintained by the Company during such period,  until the Executive's employment is terminated by the Company for Disability.

5.2 If the Executive's employment shall be terminated for any  reason following a Change in Control and during the Term, the Company shall  pay to the Executive the Executive's full base salary through the Date of Termination  at the rate in effect immediately prior to the Date of Termination, or if higher,  the rate in effect immediately prior to the first occurrence of an event or  circumstance constituting Good Reason, together with all compensation and benefits  payable to the Executive through the Date of Termination under the terms of  the Company's compensation or benefit plans, programs or arrangements as in  effect immediately prior to the Date of Termination, or if more favorable to  the Executive, as in effect immediately prior to the first occurrence of an  event or circumstance constituting Good Reason.

5.3 If the Executive's employment shall be terminated for any  reason following a Change in Control and during the Term, the Company shall  pay to the Executive the Executive's normal post-termination compensation and  benefits due the Executive as such payments become due. Such post-termination  compensation and benefits shall be determined under, and paid in accordance  with, the Company's retirement, insurance and other compensation or benefit  plans, programs and arrangements as in effect immediately prior to the Date  of Termination or, if more favorable to the Executive, as in effect immediately  prior to the occurrence of the first event or circumstance constituting Good  Reason.

6. Severance Payments.

6.1 The Company shall pay the Executive the payments, and provide  the Executive the benefits, described in this Section 6.1 (the "Severance Payments")  upon the termination of the Executive's employment following a Change in Control  and during the Term, in addition to the payments and benefits described in Section  5 hereof, unless such termination is (i) by the Company for Cause, (ii) by reason  of death, Disability or Retirement, or (iii) by the Executive without Good Reason.  For purposes of this Agreement, the Executive's employment shall be deemed to  have been terminated following a Change in Control by the Company without Cause  or by the Executive with Good Reason if (A) the Executive's employment is terminated  by the Company without Cause prior to a Change in Control (whether or not a  Change in Control ever occurs) and such termination was at the request or direction  of a Person who has entered into an agreement with the Company the consummation  of which would constitute a Change in Control or (B) if the Executive terminates  his employment for Good Reason prior to a Change in Control (whether or not  a Change in Control ever occurs) and the circumstance or event which constitutes  Good Reason occurs at the request or direction of such Person, or (C) the Executive's  employment is terminated by the Company without Cause or by the Executive for  Good Reason and such termination or the circumstance or event which constitutes  Good Reason is otherwise in connection with or in anticipation of a Change in  Control (whether or not a Change in Control ever occurs). For purposes of any  determination regarding the applicability of the immediately preceding sentence,  any position taken by the Executive shall be presumed to be correct unless the  Company establishes to the Board by clear and convincing evidence that such  position is not correct.

(A) In lieu of any further salary payments to the Executive  for periods subsequent to the Date of Termination and in lieu of any severance  benefit otherwise payable to the Executive including any payments under the  Displaced Managers Procedure (General Procedure 402) or any similar plan, policy  or procedure or arrangement, or the Executive's Prior Severance Agreement or  any employment agreement or arrangement between the Executive and the Company,  to the extent provided in Section 11 of this Agreement, the Company shall pay  to the Executive a lump sum severance payment, in cash, equal to three times  the sum of (i) the Executive's base salary as in effect immediately prior to  the Date of Termination or, if higher, in effect immediately prior to the first  occurrence of an event or circumstance constituting Good Reason, and (ii) the  highest annual bonus earned by the Executive pursuant to any annual bonus or  incentive plan maintained by the Company in respect of any of the last three  fiscal years ending immediately prior to the fiscal year in which occurs the  Date of Termination or, if higher, immediately prior to the fiscal year in which  occurs the first event or circumstance constituting Good Reason (including as  an amount so paid any amount that would have been so paid but for the Executive's  request that the amount not be paid), less (iii) the sum of the values on the  date of the termination of Executive's employment of any amounts designated  under any other agreement or agreements with Executive as "Retention Agreement  Amounts" for purposes of this Agreement. For purposes of determining the value  of the annual bonus earned by the Executive in any calendar year, the value  of any restricted stock awards or stock options earned by the Executive in any  such year shall not be included in the value of the annual bonus for such year;

(B) For the thirty-six (36) month period immediately following  the Date of Termination, the Company shall arrange to provide the Executive  and his dependents, life, disability, accident and health insurance benefits  substantially similar to those provided to the Executive and his dependents  immediately prior to the Date of Termination (without giving effect to any reduction  in such benefits subsequent to a Change in Control which reduction constitutes  Good Reason) or, if more favorable to the Executive, those provided to the Executive  and his dependents immediately prior to the first occurrence of an event or  circumstance constituting Good Reason, at no greater cost to the Executive than  the cost to the Executive immediately prior to such date or occurrence; provided,  however, that, unless the Executive consents to a different method (after taking  into account the effect of such method on the calculation of "parachute payments"  pursuant to Section 6.2 hereof), such health insurance benefits shall be provided  through a third-party insurer. Benefits otherwise receivable by the Executive  pursuant to this Section 6.1(B) shall be reduced to the extent benefits of the  same type are received by or made available to the Executive during the thirty-six  (36) month period following the Date of Termination (and any such benefits received  by or made available to the Executive shall be reported to the Company by the  Executive); provided, however, that the Company shall reimburse  the Executive for the excess, if any, of the cost of such benefits to the Executive  over such cost immediately prior to the Date of Termination or, if more favorable  to the Executive, the first occurrence of an event or circumstance constituting  Good Reason.

(C) Notwithstanding any provision of any annual or long-term  incentive plan to the contrary, the Company shall pay to the Executive a lump  sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation  that has been allocated or awarded to the Executive for a completed fiscal year  or other measuring period preceding the Date of Termination under any such plan  and which, as of the Date of Termination, is contingent only upon the continued  employment of the Executive to a subsequent date, and (ii) to the extent not  otherwise paid or deferred at the Executive's election, pursuant to the terms  of the applicable plan, a pro rata portion to the Date of Termination of the  aggregate value of all contingent incentive compensation awards to the Executive  for all then uncompleted periods under any such plan, calculated as to each  such award by multiplying the award that the Executive would have earned on  the last day of the performance award period, assuming the achievement, at the  level that would produce the maximum award, of the individual and corporate  performance goals established with respect to such award, by the fraction obtained  by dividing the number of full months and any fractional portion of a month  during such performance award period through the Date of Termination by the  total number of months contained in such performance award period. 

(D) In addition to the retirement benefits to which the Executive  may be entitled under each Pension Plan, if any, or any successor plan thereto,  the Company shall pay the Executive a lump sum amount, in cash, equal to the  excess of (i) the actuarial equivalent of the aggregate retirement pension (taking  into account any early retirement subsidies associated therewith and determined  as a straight life annuity commencing at the date (but in no event earlier than  the third anniversary of the Date of Termination) as of which the actuarial  equivalent of such annuity is greatest) which the Executive would have accrued  under the terms of all Pension Plans (without regard to any amendment to any  Pension Plan made subsequent to a Change in Control and on or prior to the Date  of Termination, which amendment adversely affects in any manner the computation  of retirement benefits thereunder), determined as if the Executive were fully  vested thereunder and had accumulated after the Date of Termination thirty-six  (36) additional months of service credit thereunder (and if any Pension Plan  imposes a maximum number of months for purposes of accrual of benefits thereunder,  such thirty-six (36) additional months shall be reduced, but not below zero,  to the extent necessary so that the total number of months of service credited  thereunder, including the number of months credited pursuant to this Section  6.1(D), does not exceed such maximum number of months) and had been credited  under each Pension Plan during such period with compensation equal to the Executive's  compensation (as defined in such Pension Plan) during the twelve (12) months  immediately preceding the Date of Termination or, if higher, during the twelve  months immediately prior to the first occurrence of an event or circumstance  constituting Good Reason, over (ii) the actuarial equivalent of the aggregate  retirement pension (taking into account any early retirement subsidies associated  therewith and determined as a straight life annuity commencing at the date (but  in no event earlier than the Date of Termination) as of which the actuarial  equivalent of such annuity is greatest) which the Executive had accrued pursuant  to the provisions of the Pension Plans as of the Date of Termination. For purposes  of this Section 6.1(D), "actuarial equivalent" shall be determined using the  same assumptions utilized under the PPL [Global/Montana] Supplemental Executive  Retirement Plan immediately prior to the Date of Termination, or, if more favorable  to the Executive, immediately prior to the first occurrence of an event or circumstance  constituting Good Reason.

(E) If the Executive would have become entitled to benefits  under the Company's post-retirement health care or life insurance plans, as  in effect immediately prior to the Date of Termination or, if more favorable  to the Executive, as in effect immediately prior to the first occurrence of  an event or circumstance constituting Good Reason, had the Executive's employment  terminated at any time during the period of thirty-six (36) months after the  Date of Termination, the Company shall provide such post-retirement health care  or life insurance benefits to the Executive and the Executive's dependents commencing  on the later of (i) the date on which such coverage would have first become  available and (ii) the date on which benefits described in subsection (B) of  this Section 6.1 terminate.

(F) The Company shall provide the Executive with outplacement  services suitable to the Executive's position for a period of three years or,  if earlier, until the first acceptance by the Executive of an offer of employment.

6.2 (A) Whether or not the Executive becomes entitled to the  Severance Payments, if any of the payments or benefits received or to be received  by the Executive in connection with a Change in Control or the Executive's termination  of employment (whether pursuant to the terms of this Agreement or any other  plan, arrangement or agreement with the Company, any Person whose actions result  in a Change in Control or any Person affiliated with the Company or such Person)  (such payments or benefits, excluding the Gross-Up Payment, being hereinafter  referred to as the "Total Payments") will be subject to the Excise Tax, the  Company shall pay to the Executive an additional amount (the "Gross-Up Payment")  such that the net amount retained by the Executive, after deduction of any Excise  Tax on the Total Payments and any federal, state and local income and employment  taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total  Payments.

(B) For purposes of determining whether any of the Total Payments  will be subject to the Excise Tax and the amount of such Excise Tax, (i) all  of the Total Payments shall be treated as "parachute payments" (within the meaning  of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax  Counsel") reasonably acceptable to the Executive and selected by the accounting  firm which was, immediately prior to the Change in Control, the Company's independent  auditor (the "Auditor"), such payments or benefits (in whole or in part) do  not constitute parachute payments, including by reason of section 280G(b)(4)(A)  of the Code, (ii) all "excess parachute payments" within the meaning of section  280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless,  in the opinion of Tax Counsel, such excess parachute payments (in whole or in  part) represent reasonable compensation for services actually rendered (within  the meaning of section 280G(b)(4)(B) of the Code) in excess of the Base Amount  (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable  compensation, or are otherwise not subject to the Excise Tax, and (iii) the  value of any noncash benefits or any deferred payment or benefit shall be determined  by the Auditor in accordance with the principles of sections 280G(d)(3) and  (4) of the Code. For purposes of determining the amount of the Gross-Up Payment,  the Executive shall be deemed to pay federal income tax at the highest marginal  rate of federal income taxation in the calendar year in which the Gross-Up Payment  is to be made and state and local income taxes at the highest marginal rate  of taxation in the state and locality of the Executive's residence on the Date  of Termination (or if there is no Date of Termination, then the date on which  the Gross-Up Payment is calculated for purposes of this Section 6.2), net of  the maximum reduction in federal income taxes which could be obtained from deduction  of such state and local taxes.

(C) In the event that the Excise Tax is finally determined  to be less than the amount taken into account hereunder in calculating the Gross-Up  Payment, the Executive shall repay to the Company, within five (5) business  days following the time that the amount of such reduction in the Excise Tax  is finally determined, the portion of the Gross-Up Payment attributable to such  reduction (plus that portion of the Gross-Up Payment attributable to the Excise  Tax and federal, state and local income and employment taxes imposed on the  Gross-Up Payment being repaid by the Executive, to the extent that such repayment  results in a reduction in the Excise Tax and a dollar-for-dollar reduction in  the Executive's taxable income and wages for purposes of federal, state and  local income and employment taxes, plus interest on the amount of such repayment  at 120% of the rate provided in section 1274(b)(2)(B) of the Code). In the event  that the Excise Tax is determined to exceed the amount taken into account hereunder  in calculating the Gross-Up Payment (including by reason of any payment the  existence or amount of which cannot be determined at the time of the Gross-Up  Payment), the Company shall make an additional Gross-Up Payment in respect of  such excess (plus any interest, penalties or additions payable by the Executive  with respect to such excess) within five (5) business days following the time  that the amount of such excess is finally determined. The Executive and the  Company shall each reasonably cooperate with the other in connection with any  administrative or judicial proceedings concerning the existence or amount of  liability for Excise Tax with respect to the Total Payments.

6.3 The payments provided in subsection 6.1(A), (C) and (D)  hereof and Section 6.2 hereof shall be made not later than the fifth day following  the Date of Termination; provided, however, that if the amounts of such payments  cannot be finally determined on or before such day, the Company shall pay to  the Executive on such day an estimate, as determined in good faith by the Company,  or, in the case of payments under Section 6.2 hereof, in accordance with Section  6.2 hereof, of the minimum amount of such payments to which the Executive is  clearly entitled and shall pay the remainder of such payments (together with  interest on the unpaid remainder (or on such payments to the extent the Company  fails to make such payments when due) at 120% of the rate provided in section  1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but  in no event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently  determined to have been due, such excess shall constitute a loan by the Company  to the Executive, payable on the fifth (5th) business day after demand by the  Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B)  of the Code). At the time that payments are made under this Agreement, the Company  shall provide the Executive with a written statement setting forth the manner  in which such payments were calculated and the basis for such calculations including,  without limitation, any opinions or other advice the Company has received from  Tax Counsel, the Auditor or other advisors or consultants (and any such opinions  or advice which are in writing shall be attached to the statement).

6.4 The Company also shall pay to the Executive all legal fees  and expenses incurred by the Executive in disputing in good faith any issue  hereunder relating to the termination of the Executive's employment hereunder  or in seeking in good faith to obtain or enforce any benefit or right provided  by this Agreement or in connection with any tax audit or proceeding to the extent  attributable to the application of section 4999 of the Code to any payment or  benefit provided hereunder. Such payments shall be made within five (5) business  days after delivery of the Executive's written requests for payment accompanied  with such evidence of fees and expenses incurred as the Company reasonably may  require.

7. Termination Procedures and Compensation During Dispute.

7.1 Notice of Termination. After a Change in Control  and during the Term, any purported termination of the Executive's employment  (other than by reason of death) shall be communicated by written Notice of Termination  from one party hereto to the other party hereto in accordance with Section 10  hereof. For purposes of this Agreement, a "Notice of Termination" shall mean  a notice which shall indicate the specific termination provision in this Agreement  relied upon and shall set forth in reasonable detail the facts and circumstances  claimed to provide a basis for termination of the Executive's employment under  the provision so indicated. Further, a Notice of Termination for Cause is required  to include a copy of a resolution duly adopted by the affirmative vote of not  less than three-quarters (3/4) of the entire membership of the Board at a meeting  of the Board which was called and held for the purpose of considering such termination  (after reasonable notice to the Executive and an opportunity for the Executive,  together with the Executive's counsel, to be heard before the Board) finding  that, in the good faith opinion of the Board, the Executive was guilty of conduct  set forth in clause (i) or (ii) of the definition of Cause herein, and specifying  the particulars thereof in detail.

7.2 Date of Termination. "Date of Termination", with  respect to any purported termination of the Executive's employment after a Change  in Control and during the Term, shall mean (i) if the Executive's employment  is terminated for Disability, thirty (30) days after Notice of Termination is  given (provided that the Executive shall not have returned to the full-time  performance of the Executive's duties during such thirty (30) day period), and  (ii) if the Executive's employment is terminated for any other reason, the date  specified in the Notice of Termination (which, in the case of a termination  by the Company, shall not be less than thirty (30) days (except in the case  of a termination for Cause) and, in the case of a termination by the Executive,  shall not be less than fifteen (15) days nor more than sixty (60) days, respectively,  from the date such Notice of Termination is given).

7.3 Dispute Concerning Termination. If within fifteen  (15) days after any Notice of Termination is given, or, if later, prior to the  Date of Termination (as determined without regard to this Section 7.3), the  party receiving such Notice of Termination notifies the other party that a dispute  exists concerning the termination, the Date of Termination shall be extended  until the earlier of (i) the date on which the Term ends or (ii) the date on  which the dispute is finally resolved, either by mutual written agreement of  the parties or by a final judgment, order or decree of an arbitrator or a court  of competent jurisdiction (which is not appealable or with respect to which  the time for appeal therefrom has expired and no appeal has been perfected);  provided, however, that the Date of Termination shall be extended by a notice  of dispute given by the Executive only if such notice is given in good faith  and the Executive pursues the resolution of such dispute with reasonable diligence.

7.4 Compensation During Dispute. If a purported termination  occurs following a Change in Control and during the Term and the Date of Termination  is extended in accordance with Section 7.3 hereof, the Company shall continue  to pay the Executive the full compensation in effect when the notice giving  rise to the dispute was given (including, but not limited to, salary) and continue  the Executive as a participant in all compensation, benefit and insurance plans  in which the Executive was participating when the notice giving rise to the  dispute was given, until the Date of Termination, as determined in accordance  with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition  to all other amounts due under this Agreement (other than those due under Section  5.2 hereof) and shall not be offset against or reduce any other amounts due  under this Agreement.

8. No Mitigation. The Company agrees that, if the Executive's  employment with the Company terminates during the Term, the Executive is not  required to seek other employment or to attempt in any way to reduce any amounts  payable to the Executive by the Company pursuant to Section 6 or Section 7.4  hereof. Further, the amount of any payment or benefit provided for in this Agreement  (other than in Section 6.1(B) hereof) shall not be reduced by any compensation  earned by the Executive as the result of employment by another employer, by  retirement benefits, by offset against any amount claimed to be owed by the  Executive to the Company, or otherwise.

9. Successors; Binding Agreement.

9.1 In addition to any obligations imposed by law upon any  successor to the Company, the Company will require any successor (whether direct  or indirect, by purchase, merger, consolidation or otherwise) to all or substantially  all of the business and/or assets of the Company to expressly assume and agree  to perform this Agreement in the same manner and to the same extent that the  Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the  effectiveness of any such succession shall be a breach of this Agreement and  shall entitle the Executive to compensation from the Company in the same amount  and on the same terms as the Executive would be entitled to hereunder if the  Executive were to terminate the Executive's employment for Good Reason after  a Change in Control, except that, for purposes of implementing the foregoing,  the date on which any such succession becomes effective shall be deemed the  Date of Termination. 

9.2 This Agreement shall inure to the benefit of and be enforceable  by the Executive's personal or legal representatives, executors, administrators,  successors, heirs, distributees, devisees and legatees. If the Executive shall  die while any amount would still be payable to the Executive hereunder (other  than amounts which, by their terms, terminate upon the death of the Executive)  if the Executive had continued to live, all such amounts, unless otherwise provided  herein, shall be paid in accordance with the terms of this Agreement to the  executors, personal representatives or administrators of the Executive's estate.

10. Notices. For the purpose of this Agreement, notices  and all other communications provided for in the Agreement shall be in writing  and shall be deemed to have been duly given when delivered or mailed by United  States registered mail, return receipt requested, postage prepaid, addressed,  to the Executive at the last known address maintained in the Company's personnel  records, and to the Company, to the address set forth below, or to such other  address as either party may have furnished to the other in writing in accordance  herewith, except that notice of change of address shall be effective only upon  actual receipt:

To the Company:

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

Attention: Corporate Secretary

11. Miscellaneous. No provision of this Agreement may  be modified, waived or discharged unless such waiver, modification or discharge  is agreed to in writing and signed by the Executive and such officer as may  be specifically designated by the Board. No waiver by either party hereto at  any time of any breach by the other party hereto of, or any lack of compliance  with, any condition or provision of this Agreement to be performed by such other  party shall be deemed a waiver of similar or dissimilar provisions or conditions  at the same or at any prior or subsequent time. This Agreement supersedes any  other agreements or representations, oral or otherwise, express or implied,  with respect to the subject matter hereof, which have been made by either party,  including but not limited to, the Prior Severance Agreement; provided, however,  that this Agreement shall supersede any agreement setting forth the terms and  conditions of the Executive's employment with the Company only in the event  that the Executive's employment with the Company is terminated on or following  a Change in Control, by the Company other than for Cause or by the Executive  for Good Reason. The validity, interpretation, construction and performance  of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.  All references to sections of the Exchange Act or the Code shall be deemed also  to refer to any successor provisions to such sections. Any payments provided  for hereunder shall be paid net of any applicable withholding required under  federal, state or local law and any additional withholding to which the Executive  has agreed. The obligations of the Company and the Executive under this Agreement  that by their nature may require either partial or total performance after the  expiration of the Term (including, without limitation, those under Sections  6 and 7 hereof) shall survive such expiration.

12. Validity; Pooling. The invalidity or unenforceability  of any provision of this Agreement shall not affect the validity or enforceability  of any other provision of this Agreement, which shall remain in full force and  effect. In the event that the Company is party to a transaction that is otherwise  intended to qualify for "pooling of interests" accounting treatment then (a)  this Agreement shall, to the extent practicable, be interpreted so as to permit  such accounting treatment, and (b) to the extent that the application of clause  (a) of this Section 12 does not preserve the availability of such accounting  treatment, then, to the extent that any provision of this Agreement disqualifies  the transaction as a "pooling" transaction (including, if applicable, the entire  Agreement), such provision shall be null and void as of the date hereof. All  determinations under this Section 12 shall be made by the accounting firm whose  opinion with respect to "pooling of interests" is required as a condition to  the consummation of such transaction.

13. Counterparts. This Agreement may be executed in  several counterparts, each of which shall be deemed to be an original but all  of which together will constitute one and the same instrument.

14. Settlement of Disputes; Arbitration. The Board shall  make all determinations as to the Executive's right to benefits under this Agreement.  Any denial by the Board of a claim for benefits under this Agreement shall be  stated in writing and delivered or mailed to the Executive and such notice shall  set forth the specific reasons for the denial and the specific provisions of  this Agreement relied upon, and shall be written in a manner that may be understood  without legal or actuarial counsel. In addition, the Board shall afford a reasonable  opportunity to the Executive for a review of the decision denying the Executive's  claim and, in the event of continued disagreement, the Executive may appeal  within a period of 60 days after receipt of notification of denial. Failure  to perfect an appeal within the 60-day period shall make the decision conclusive.  Any further dispute or controversy arising under or in connection with this  Agreement shall be settled exclusively by arbitration in Philadelphia, Pennsylvania  in accordance with the rules of the American Arbitration Association then in  effect; provided, however, that the evidentiary standards set forth in this  Agreement shall apply. Judgment may be entered on the arbitrator's award in  any court having jurisdiction. Notwithstanding any provision of this Agreement  to the contrary, the Executive shall be entitled to seek specific performance  of the Executive's right to be paid until the Date of Termination during the  pendency of any dispute or controversy arising under or in connection with this  Agreement.

15. Definitions. For purposes of this Agreement, the  following terms shall have the meanings indicated below:

(A) "Base Amount" shall have the meaning set forth in section  280G(b)(3) of the Code.

(B) "Beneficial Owner" shall have the meaning set forth in  Rule 13d-3 under the Exchange Act.

(C) "Board" shall mean the Board of Directors of the Company.

(D) "Cause" for termination by the Company of the Executive's  employment shall mean (i) the willful and continued failure by the Executive  to substantially perform the Executive's duties with the Company (other than  any such failure resulting from the Executive's incapacity due to physical or  mental illness or any such actual or anticipated failure after the issuance  of a Notice of Termination for Good Reason by the Executive pursuant to Section  7.1 hereof) after a written demand for substantial performance is delivered  to the Executive by the Board, which demand specifically identifies the manner  in which the Board believes that the Executive has not substantially performed  the Executive's duties, or (ii) the willful engaging by the Executive in conduct  which is demonstrably and materially injurious to the Company or its subsidiaries,  monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition,  (x) no act, or failure to act, on the Executive's part shall be deemed "willful"  unless done, or omitted to be done, by the Executive not in good faith and without  reasonable belief that the Executive's act, or failure to act, was in the best  interest of the Company, and (y) in the event of a dispute concerning the application  of this provision, no claim by the Company that Cause exists shall be given  effect unless the Company establishes to the Board by clear and convincing evidence  that Cause exists.

(E) "Change in Control" means the occurrence of any one of  the following events: 

(I) the following individuals cease for any reason to constitute  a majority of the number of directors then serving: individuals who, on the  date hereof, constitute the Board and any new director (other than a director  whose initial assumption of office is in connection with an actual or threatened  election contest, including but not limited to a consent solicitation, relating  to the election of directors of the Company) whose appointment or election by  the Board or nomination for election by the Company's shareowners was approved  or recommended by a vote of at least two-thirds (2/3) of the directors then  still in office who either were directors on the date hereof or whose appointment,  election or nomination for election was previously so approved or recommended;

(II) any Person becomes the Beneficial Owner, directly or indirectly,  of securities of the Company representing 20% or more of the combined voting  power of the Company's then outstanding securities entitled to vote generally  in the election of directors; 

(III) there is consummated a merger or consolidation of the  Company or any direct or indirect subsidiary of the Company with any other corporation  or other entity, other than (I) a merger or consolidation which would result  in the voting securities of the Company outstanding immediately prior to such  merger or consolidation continuing to represent (either by remaining outstanding  or by being converted into voting securities of the surviving entity or any  parent thereof), in combination with the ownership of any trustee or other fiduciary  holding securities under an employee benefit plan of the Company or any subsidiary  of the Company, at least 60% of the combined voting power of the securities  of the Company or at least 60% of the combined voting power of the securities  of such surviving entity or any parent thereof outstanding immediately after  such merger or consolidation; or (II) a merger or consolidation effected to  implement a recapitalization of the Company (or similar transaction) in which  no Person is or becomes the Beneficial Owner, directly or indirectly, of securities  of the Company (excluding in the securities Beneficially Owned by such Person  any securities acquired directly from the Company or its Affiliates) representing  20% or more of the combined voting power of the Company's then outstanding securities;

(IV) the shareowners of the Company approve a plan of complete  liquidation or dissolution of the Company; or 

(V) the Board adopts a resolution to the effect that a "Change  in Control" has occurred or is anticipated to occur.

(F) "Code" shall mean the Internal Revenue Code of 1986, as  amended from time to time.

(G) "Company" shall mean PPL Corporation and, except in determining,  under Section 15(E) hereof, whether or not any Change in Control of the Company  has occurred in connection with such succession, shall include its subsidiaries  and any successor to its business and/or assets which assumes and agrees to  perform this Agreement by operation of law, or otherwise. For purposes of this  Agreement, the Executive's employment by (including termination of such employment)  and compensation from any subsidiary of the Company shall be deemed employment  by and compensation from the Company.

(H) "Date of Termination" shall have the meaning set forth  in Section 7.2 hereof.

(I) "Disability" shall be deemed the reason for the termination  by the Company of the Executive's employment, if, as a result of the Executive's  incapacity due to physical or mental illness, the Executive shall have been  absent from the full-time performance of the Executive's duties with the Company  for a period of six (6) consecutive months, the Company shall have given the  Executive a Notice of Termination for Disability, and, within thirty (30) days  after such Notice of Termination is given, the Executive shall not have returned  to the full-time performance of the Executive's duties.

(J) "Exchange Act" shall mean the Securities Exchange Act of  1934, as amended from time to time.

(K) "Excise Tax" shall mean any excise tax imposed under section  4999 of the Code.

(L) "Executive" shall mean the individual named in the first  paragraph of this Agreement.

(M)"Good Reason" for termination of the Executive's employment  with the Company by such Executive shall mean the occurrence (without the Executive's  express written consent) after a Change in Control, or prior to a Change in  Control under the circumstances described in clauses (B) and (C) of the second  sentence of Section 6.1 hereof (treating all references in paragraphs (I) through  (VII) below to a "Change in Control" as references to a "Potential Change in  Control"), of any one of the following acts by the Company, or failures by the  Company to act:

(I) the assignment to the Executive of any duties inconsistent  with the Executive's status as an executive officer or key employee of the Company  or a substantial adverse alteration in the nature or status of the Executive's  responsibilities from those in effect immediately prior to a Change in Control;

(II) a reduction by the Company of the Executive's annual base  salary as in effect on the date of this Agreement, or as the same may be increased  from time to time, except for across-the-board decreases uniformly affecting  management, key employees and salaried employees of the Company or the business  unit in which the Executive is then employed;

(III) the relocation of the Executive's principal work location  to a location more than 30 miles from the vicinity of such work location immediately  prior to a Change in Control or the Company's requiring the Executive to be  based anywhere other than such principal place of employment (or permitted relocation  thereof) except for required travel on the Company's business to an extent substantially  consistent with the Executive's present business travel obligations;

(IV) the failure by the Company to pay to the Executive any  portion of the Executive's current compensation or to pay to the Executive any  portion of an installment of deferred compensation under any deferred compensation  program of the Company, within seven (7) days of the date such compensation  is due, except for across-the-board compensation deferrals uniformly affecting  management, key employees and salaried employees of the Company or the business  unit in which the Executive is then employed;

(V) the failure by the Company to continue in effect any compensation  or benefit plan in which the Executive participates immediately prior to a Change  in Control which is material to the Executive's total compensation, or any substitute  plans adopted prior to a Change in Control, unless an equitable arrangement  (embodied in an ongoing substitute or alternative plan) has been made with respect  to such plan, or the failure by the Company to continue the Executive's participation  therein (or in such substitute or alternative plan) on a basis not materially  less favorable, both in terms of the amount or timing of payment of benefits  provided and the level of the Executive's participation relative to other participants,  as existed immediately prior to the Change in Control;

(VI) the failure by the Company to continue to provide the  Executive with benefits substantially similar to those enjoyed by the Executive  under any of the Company's pension, savings, life insurance, medical, health  and accident, or disability plans in which the Executive was participating immediately  prior to a Change in Control, except for across-the-board changes to any such  plans uniformly affecting all participants in such plans, the taking of any  other action by the Company which would directly or indirectly materially reduce  any of such benefits or deprive the Executive of any material fringe benefit  enjoyed by the Executive at the time of the Change in Control, or the failure  by the Company to provide the Executive with the number of paid vacation days  to which the Executive is entitled on the basis of years of service with the  Company in accordance with the Company's normal vacation policy at the time  of the Change in Control; or

(VII) any purported termination of the Executive's employment  which is not effected pursuant to a Notice of Termination satisfying the requirements  of Section 7.1 hereof. For purposes of this Agreement, no such purported termination  shall be effective.

The Executive's right to terminate his or her employment with  the Company for Good Reason shall not be affected by the Executive's incapacity  due to physical or mental illness. The Executive's continued employment shall  not constitute consent to, or a waiver of rights with respect to, any act or  failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of  Good Reason, any claim by the Executive that Good Reason exists shall be presumed  correct unless the Company established to the Board by clear and convincing  evidence that Good Reason does not exist.

(N) "Notice of Termination" shall have the meaning stated in  Section 7.1 hereof.

(O) "Pension Plan" shall mean any tax-qualified, supplemental  or excess defined benefit pension plan maintained by the Company and any other  agreement entered into between the Executive and the Company which is designed  to provide the Executive with supplemental retirement benefits.

(P) "Person" shall have the meaning given in Section 3(a)(9)  of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;  provided, however, a Person shall not include (i) the Company or any of its  subsidiaries, (ii) a trustee or other fiduciary holding securities under an  employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter  temporarily holding securities pursuant to an offering of such securities, or  (iv) a corporation owned, directly or indirectly, by the shareowners of the  Company in substantially the same proportions as their ownership of stock of  the Company.

(Q) "Potential Change in Control" shall be deemed to have occurred  if the conditions set forth in any one of the following paragraphs shall have  been satisfied:

(I) the Company enters into an agreement, the consummation  of which would result in the occurrence of a Change in Control;

(II) any Person publicly announces an intention to take or  to consider taking actions which if consummated would constitute a Change in  Control;

(III) any Person is or becomes the Beneficial Owner, directly  or indirectly, of securities of the Company representing 5% or more of the combined  voting power of the Company's then outstanding securities entitled to vote generally  in the election of directors; or

(IV) the Board adopts a resolution to the effect that, for  purposes of this Agreement, a Potential Change in Control has occurred. 

(R) "Retirement" shall be deemed the reason for the termination  by the Executive of the Executive's employment if such employment is terminated  in accordance with the Company's retirement policy, including early retirement,  generally applicable to its salaried employees.

(S) "Severance Payments" shall have the meaning set forth in  Section 6.1 hereof.

(T) "Term" shall mean the period of time described in Section  2 hereof (including any extension, continuation or termination described therein).

(U) "Total Payments" shall mean those payments described in  Section 6.2 hereof.
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PPL CORPORATION

 

By                                                                                                                William F. Hecht                                                 Date      Chairman/President and CEO
 

By                                                                                                                [Name of Executive]**                                          **Date