**Exhibit 10s**
**RETENTION AGREEMENT**

 

THIS RETENTION AGREEMENT, effective as of _________, is made  and entered into between PPL Corporation ("PPL") and ______________ (the "Executive").

WHEREAS, PPL recognizes the need to develop and retain the  Executive; and

WHEREAS, PPL has determined that certain steps should be taken  to encourage the Executive to remain with PPL; 

WHEREAS, the Executive and PPL have entered into a Retention  Agreement effective as of _______________ (the prior Retention Agreement), which  the Executive and PPL desire to terminate, in its entirety, effective as of  the date hereof, and in lieu thereof, enter into this Retention Agreement;

NOW****THEREFORE, in consideration of the premises and  the mutual covenants herein contained and intending to be legally bound, PPL  and the Executive agree as follows:

 

**SECTION 1. DEFINITIONS.**

The following definitions are applicable to this Retention  Agreement:

**1.1 "Affiliated Company" or "Affiliated Companies"  means any parent or majority or 50% owned subsidiaries of PPL (or companies,  limited liability companies or other legal entities under common control with  PPL) including entities that are members of the same controlled group of corporations  (within the meaning of Section 1563(a) of the Code) as PPL.
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**1.2 "Board"** means the Board of Directors of  PPL.

**1.3 "Code" means the Internal Revenue Code  of 1986, as may be amended from time to time. 
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**1.4 "Committee"** means two or more non-employee  directors, unless otherwise determined by the Board, who have been designated  by the Board to act as the Committee and qualify as non-employee directors under  the Exchange Act.

**1.5 "Common Stock" means the common stock  of PPL.
**1.6 "Disability" or **"Disabled"**  means the inability of the Executive to perform each and every duty pertaining  to the Executive's regular occupation by reason of any medically determinable  physical or mental impairment which can be expected to result in death or which  has lasted or can be expected to last for a continuous period of not less than  six months.
**1.7 "Exchange Act" means the Securities Exchange  Act of 1934, as amended from time to time. Reference in this Retention Agreement  to any section of the Exchange Act shall be deemed to include any amendments  or successor provisions to such section and any rules promulgated thereunder.
**1.8 "Fair Market Value" means the average  of the high and low sale prices of the Common Stock as reflected in the New  York Stock Exchange Composite Transactions on the date as of which Fair Market  Value is being determined or, if no Common Stock is traded on the date as of  which Fair Market Value is being determined, Fair Market Value shall be the  average of the high and low sale prices of the Common Stock as reflected in  the New York Stock Exchange Composite Transactions on the next preceding day  on which the Common Stock was traded.
**1.9 "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) PPL or any of its  subsidiaries, (ii) a trustee or other fiduciary holding securities under an  employee benefit plan of PPL 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 stockholders of PPL  in substantially the same proportions as their ownership of stock of PPL.

**1.10 "Termination for Cause"** means the termination  by PPL or an Affiliated Company of the Executive's employment due to the willful  violation of any PPL or an Affiliated Company policy (including PPL's Standards  of Conduct and Integrity or any successor thereto), violation of any lawful  direction of PPL or an Affiliated Company, gross negligence in the performance  of duties, or commission of a felony. 

 

**SECTION 2. RESTRICTED STOCK AWARDS**

**2.1** In order to induce the Executive to remain in the  employ of PPL or an Affiliated Company, the Committee has authorized an award  under Section 11 of the PPL Corporation Incentive Compensation Plan (the "Award")  to the Executive of _0,000 shares of Common Stock ("Shares") with  a restriction period that will lapse, unless the restrictions lapse sooner or  later pursuant to Section 2.2 or 2.3 of this Retention Agreement, on [_date______]  (the "Lapse Date"), provided the Executive has remained in continuous  employment with PPL or an Affiliated Company until such date. [Such Award shall  constitute a "retention agreement amount" in the Executive's Severance Agreement  concerning change in control.]

**2.2** In the event of the Executive's death or Disability  while in the employ of PPL or an Affiliated Company prior to the Lapse Date,  the Award will be prorated by multiplying the amount of shares that would have  been free of restriction at the Lapse Date by a fraction, the numerator of which  will be the years of actual service of the Executive from the date of the Award  up to the date of death or Disability, and the denominator of which will be  the number of years of service the Executive would have had if the Executive  had maintained active employment from the date of the Award until the Lapse  Date.

**2.3** As a condition of receiving the Award, the Executive  shall agree in writing to notify PPL within 30 days of the date of execution  of this Retention Agreement whether the Executive has made an election under  Section 83(b) of the Code to report the value of the Shares as income on the  date of the grant. An Award of Shares shall be restricted as provided herein.  The Shares shall be issued without the payment of consideration by the Executive.  The certificates for the Shares shall be issued in the name of the Executive  to whom the Award is made, shall be retained by PPL on behalf of the Executive  (together with a stock power endorsed in blank) and shall bear a restrictive  legend prohibiting the sale, transfer, pledge or hypothecation of the Shares  until the Lapse Date. The Committee may also impose such other restrictions  and conditions on the Shares as it deems appropriate.

On the Lapse Date, if all conditions in this Retention Agreement  have been met, all restrictions on the Award will expire and new certificates  representing the Shares will be issued without the restrictive legend described  in Section 5.11. As a condition precedent to the receipt of these new certificates,  the Executive (or the Executive's designated beneficiary or personal representative)  will agree to make payment to PPL or an Affiliated Company of the amount of  any federal, state or local taxes, payable by the Executive, which are required  to be withheld by PPL or an Affiliated Company with respect to the Award.

 

**SECTION 3.**FORFEITURE OF AWARD
**3.1** The Executive shall forfeit all rights to the Award  if the Executive retires or resigns employment with PPL or an Affiliated Company  prior to the Lapse Date, unless, in the case of a resignation, the Executive  resigns to immediately assume, and does assume, another position with PPL or  an Affiliated Company. 

**3.2** If the Executive's employment ends as a result of  a Termination for Cause, the Executive shall forfeit all rights to the Award.

**3.3** Any Shares which are forfeited hereunder will be  transferred to PPL.

 

**SECTION 4. MISCELLANEOUS PROVISIONS.**

**4.1****Nontransferability.** No benefit or right  provided under this Retention Agreement shall be subject to alienation or assignment  by an Executive (or by any person entitled to such benefit pursuant to the terms  of the Retention Agreement) or subject to attachment or other legal process  of whatever nature. Any attempted alienation, assignment or attachment shall  be void and of no effect. Payment shall be made only to the Executive entitled  to receive the same or to the Executive's authorized legal representative. PPL  and all Affiliated Companies will observe the terms of this Retention Agreement  unless and until ordered to do otherwise by a state or federal court. As a condition  of participation, each Executive agrees to hold PPL and all Affiliated Companies  harmless from any claim that arises out of PPL's or an Affiliated Company's  obeying any such order whether such order affects a judgment of such court or  is issued to enforce a judgment or order of another court.

**4.2 No Employment Right**. Neither this Retention Agreement  nor any action taken hereunder shall be construed as giving any right to be  retained as an employee of PPL or any Affiliated Company.

**4.3****Tax Withholding**. PPL may require, as a condition  of delivery of the Award, that the Executive remit an amount sufficient to satisfy  all federal, state and local tax withholding requirements related thereto. In  addition, PPL may deduct from any salary or other payment due to such Executive,  an amount sufficient to satisfy all federal, state and local tax withholding  requirements related to the Award. Without limiting the generality of the foregoing,  the Executive may elect to satisfy all or part of the foregoing withholding  requirements by delivery of unrestricted shares of Common Stock owned by the  Executive for at least six months (or such other period as PPL may determine),  having a Fair Market Value (determined as of the date of such delivery by Executive)  equal to all or part of the amounts to be so withheld. As a condition of accepting  such delivery, PPL may require the Executive to furnish an opinion of counsel  acceptable to PPL to the effect that such delivery will not result in the Executive  incurring any liability under Section 16(b) of the Exchange Act. Alternatively,  PPL may permit any such delivery to be made by withholding certain shares of  the Award from the shares otherwise issuable pursuant to the Award giving rise  to the tax withholding obligation (in which event the shares shall be valued  at their Fair Market Value on the date when the withholding taxes are otherwise  due).

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**4.4****Government and Other Regulations**. The obligation  of PPL to make payment for the Award shall be subject to all applicable laws,  rules and regulations, and to such approvals by any government agencies.

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**4.5 Changes in Capital Structure**. In the event of any  change in the outstanding shares of Common Stock by reason of any stock dividend  or split, recapitalization, combination or exchange of shares or other similar  changes in the Common Stock, appropriate adjustments shall be made to the number  and/or kind of shares awarded under the Award, as may be determined by the Committee  in its sole discretion. Such adjustments shall be conclusive and binding for  all purposes. Additional Shares issued to the Executive as the result of any  such change shall bear the same restrictions as the shares of Common Stock to  which they relate. Without limiting the generality of the foregoing, in connection  with a change in capital structure, the Committee may provide, in its sole discretion,  for the cancellation of any outstanding Awards in exchange for payment in cash  or other property of the Fair Market Value (on the date of such exchange) of  the Shares covered by such Awards.

**4.6****Company Successors**. In the event PPL becomes  a party to a merger, consolidation, sale of substantially all of its assets  or any other corporate reorganization in which PPL will not be the surviving  corporation or in which the holders of the Common Stock will receive securities  of another corporation, then such other corporation shall assume the rights  and obligations of PPL under this Retention Agreement.

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**4.7****Governing Law**. All matters relating to this  Retention Agreement and to the Award granted hereunder shall be governed by  the laws of the Commonwealth of Pennsylvania without regard to its conflict  of laws principles.

**4.8****Relationship to Other Benefits**. The Award  shall not be taken into account in determining any benefits under any pension,  retirement, profit sharing, disability or group insurance plan of PPL or any  Affiliated Company except as may be required by federal tax law and regulation  or to meet other applicable legal requirements. 

**4.9 Dividends and Voting Rights**. Subject to the restrictions  set forth in this Retention Agreement, the Executive shall possess all incidents  of ownership of the Shares granted hereunder, including the right to receive  dividends with respect to such Shares and the right to vote such Shares.

**4.10 Administration**. The Committee shall have final  authority to interpret and construe this Retention Agreement and to make any  and all determinations thereunder, and its decision shall be binding and conclusive  upon the Executive and his legal representative in respect of any questions  arising under this Retention Agreement. The Committee shall have the authority  to delegate any and all of its authority under this Retention Agreement to any  employee or group of employees of PPL or an Affiliated Company.

**4.11 Certificate; Restrictive Legend**. The Executive  agrees that any certificate issued for Shares prior to the lapse of any outstanding  restrictions relating thereto shall be inscribed with the following legend:

**This certificate and the shares of stock represented hereby are subject  to the terms and conditions, including forfeiture provisions and restrictions  against transfer (the "Restrictions"), contained in the Retention Agreement  entered into between the registered owner and PPL. Any attempt to dispose of  these shares in contravention of the Restrictions, including by way of sale,  assignment, transfer, pledge, hypothecation or otherwise, shall be null and  void and without effect.**

**4.12 Entire Agreement**. [The prior Retention Agreement  effective as of __________________ is hereby terminated and void.] This Retention  Agreement contains the entire agreement and understanding of the parties hereto  with respect to the subject matter contained herein and therein and supersedes  all prior communications, representations and negotiations in respect thereto.

**4.13 Titles and Headings**. The titles and headings of  the sections in this Retention Agreement are for convenience of reference only,  and in the event of any conflict, the text of the Retention Agreement, rather  than such titles or headings, shall control.

PPL CORPORATION

 

By                                                                                                                William F. Hecht                                                 Date      Chairman/President and CEO
 

By                                                                                                                Executive**                                                           **Date
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