Exhibit 10(qq)


    Exhibit
      10(qq)

    


    



    


    


    August
      29, 2006

    


    


    PERSONAL
      and CONFIDENTIAL

    


    


    Mr.
      David
      G. DeCampli

    205
      Oak
      Street

    Elmhurst,
      IL 60126

    


    


    Dear
      Dave:

    


    We
      are
      delighted with the prospect of your joining PPL Corporation. On behalf of PPL,
      I
      would like to present our formal offer to you to join us as Senior Vice
      President-T&D Engineering & Operations, reporting directly to John
      Sipics, President, PPL Electric Utilities. Naturally, as an elected officer,
      this position is subject to appropriate Board approval. If you accept our offer,
      we will proceed to seek such approval immediately.

    


    We
      have
      provided a level of base salary and performance-oriented incentive programs
      that
      will make employment with PPL both challenging and financially
      attractive.

    


    Our
      offer
      includes a first-year compensation program consisting of an annualized salary
      of
      $265,000 and incentive compensation, described below. In addition, we will
      provide a sign-on bonus with a value of $450,000, which will be paid $225,000
      in
      cash following your employment date and $225,000 in the form of restricted
      stock
      units on which the restrictions will expire in three years. If you voluntarily
      leave PPL prior to completion of one full-year of service, you would be required
      to return the sign-on bonus to PPL. Your signature below authorizes PPL to
      deduct any amounts owed from your final paycheck. The attached compensation
      term
      sheet outlines our offer in detail.

    


    As
      an
      elected officer, you will be eligible for various incentives. Currently, the
      annualized value of these incentives includes: (i) a target annual cash
      incentive of 40% of your annual salary; (ii) an annual incentive targeted at
      52.5% of your annual salary in the form of restricted stock units for
      performance achievement based on three year financial and operational goals,
      and
      specific, annual, strategic goals, and (iii) annual stock options valued at
      52.5% of your annual salary. The total annual incentive target consisting of
      these three components is 145% of your annual salary. Awards under these
      programs take place in the first quarter of the year for corporate performance
      during the prior year.

    


    The
      incentive awards for 2006 take place in the first quarter of 2007. Assuming
      you
      begin employment in 2006, you would normally be eligible for a pro-rated 2007
      annual cash incentive and a pro-rated restricted stock unit grant, both of
      which
      would be based on 2006 performance, and a full stock option award. As part
      of
      our offer, we will determine your 2007 annual cash incentive award assuming
      you
      worked all of 2006 for PPL. Assuming target performance, this would result
      in a
      payment of $106,000. This award would be eligible for the Exchange Program,
      discussed below.

    


    We
      will
      also extend to you change in control protection as an officer of PPL. This
      protection is provided to key executives under a separate contract and, in
      your
      case, when approved, would provide two times annual salary and annual cash
      incentive up to the maximum available without incurring the federal excise
      tax
      on excess severance payments. These agreements also extend the employee group
      life, disability, accident and health insurance coverage for a two-year period
      and provide an additional two years of pension credit in determining your PPL
      retirement benefit.

    


    If
      your
      employment should be terminated within one year for any reason, provided it
      is
      not for cause, we will provide you a severance payment equal to one year’s base
      salary. If your employment is terminated for reasons other than for cause after
      your first year of employment, you will receive payment equal to your salary
      for
      a period of 52 weeks or until you secure alternative employment, whichever
      occurs first, provided you execute a release in a form acceptable to PPL. In
      addition, for a period equal to the severance payment period (e.g., one year
      if
      you are terminated within one year of hire) we will continue active employee
      health, dental and basic life insurance benefits, provided you execute a release
      in a form acceptable to PPL.

    


    You
      will
      be eligible for PPL’s other executive benefits including coverage under the
      Supplemental Executive Retirement Plan (SERP), the Officers Deferred
      Compensation Plan (ODCP) and the Premium Incentive Exchange Program (Exchange
      Plan). The SERP provides officers with enhanced retirement benefits upon
      retirement after 10 years of service. The ODCP permits deferral of compensation
      to allow an executive to manage current income taxes, and the Exchange Plan
      allows eligible officers to exchange all or a portion of their annual cash
      incentive for PPL restricted stock units - at a 40% premium. The Exchange Plan
      is designed to assist executives in accumulating PPL stock in order to comply
      with our Executive Equity Ownership Guideline program. In your position, you
      would be required to hold one-time your salary in PPL shares by the end of
      five
      years.

    


    The
      PPL
      retirement program, comprised of our all-employee defined benefit pension plan
      and SERP, will provide you significant value as of retirement on or after age
      60. We would like to discuss this with you when we discuss the
      offer.

    


    Finally,
      you will, of course, also be eligible for PPL’s comprehensive package of other
      employee benefit plans including the tax qualified employee pension,
      savings/401(k) plan, health benefits, dental, life insurance, and other benefits
      including vacation where you will be eligible for 6 weeks of vacation, prorated
      for your first year of hire. Assuming employment begins early October, you
      will
      have 5 vacation days for 2006. Our health benefits for active employees
      currently only require employee contributions of 5% of cost on average, with
      a
      market standard option available without employee contributions. Retiree medical
      benefits are available for employees retiring after attaining age 55 with one
      year of service (this policy will be changing after 2006).

    


    To
      facilitate your move to the Lehigh Valley, PPL offers generous relocation
      benefits, which are managed by SIRVA Relocation. Enclosed is a brief summary
      of
      relocation benefits. A relocation counselor will be assigned to you to provide
      support throughout the relocation process.

    


    In
      order
      to continue the employment process, please follow these steps:

    


    
      	·  	
              This
                offer is valid through Monday, September 11, 2006. Please sign the
                enclosed copy of this letter.

            


    

    
      	·  	
              If
                you accept this offer, please call (800) 760-8378, National Drug
                Screen,
                Inc. Tell them you are a candidate for employment at PPL and are
                calling
                to schedule a pre-employment drug screen. They will schedule you
                and
                provide you with a location and time to go for the screening. If
                you
                experience any problems in scheduling your drug screen call the PPL
                Dispensary, 484-634-4928.

            


    

    
      	·  	
              On
                the enclosed copy of this letter, write the date, time and name of
                the
                facility where you made arrangements for your drug
                screen.

            


    

    
      	·  	
              Complete
                the enclosed PPL Application Form.

            


    

    
      	·  	
              Complete
                the enclosed HR/Payroll Employment Information
                Form.

            


    

    
      	·  	
              Complete
                the Relocation Agreement Forms and contact John Clipper at 610-774-4152
                to
                begin the relocation process.

            


    

    


    By
      Monday, September 11, 2006, return the signed letter, including drug screen
      arrangement information, completed PPL Application Form, completed HR/Payroll
      Form, and Relocation Agreement Forms in the enclosed self-addressed
      envelope.

    


    Our
      offer
      is contingent upon your satisfactory completion of the drug screen, background
      reference and security check. Additionally, on your first day of employment
      we
      will need to complete the government-mandated I-9 form showing proof of
      employment eligibility under the Immigration Reform and Control Act of 1986.
      A
      list of suitable proofs of identity is enclosed.

    


    Please
      feel free to call me at any time, at 610-774-4536 if you have any questions.
      We
      are looking forward to your joining us as a key member of the management team
      responsible for guiding PPL toward a successful future.

    


    Sincerely,

     

     

    Ronald
      Schwarz

    Enclosures

    


    Please
      sign below to accept this proposal:

    


     

    


    Signed:
      __________________________ Date:
      ______________________

    


    


    
      	
              DATE
                OF DRUG SCREEN

            	
              FACILITY
                COMPLETING DRUG SCREEN

            
	 	 


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              David
                G. DeCampli

            
	
              Revised
                PPL Offer

            
	 	 	 	 	 	 	 	 	 	 
	
              Illustrative
                Compensation Term Sheet

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
              I.

            	 	
              Cash
                Compensation:

            	 	 	 	 	 	 	 
	 	 	
              Annual
                Base Salary:

            	 	 	 	 	
              $265,000

            	 	 
	 	 	
              Annual
                Cash Incentive @ Target*:

            	
              40%

            	 	
              $106,000

            	 	 
	 	 	
              Annual
                Total Cash at Target:

            	 	 	 	 	
              $371,000

            	 
	 	 	 	 	 	 	 	 	 	 
	
              II.

            	 	
              Annual
                Restricted Stock @ Target*:

            	
              52.5%

            	 	
              $139,125

            	 	 
	 	 	
              Grant
                (3-year restriction) Value

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
              III.

            	 	
              Annual
                Stock Option Value @ Target*:

            	
              52.5%

            	 	
              $139,125

            	 	 
	 	 	
              Total
                Long-term Incentive @ Target:

            	 	 	
              $278,250

            	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
              Annual
                Total Direct Compensation at Target:

            	 	 	
              $649,250

            	 
	 	 	 	 	 	 	 	 	 	 
	
              IV.

            	 	
              Special
                Consideration Values:

            	 	 	 	 	 	 
	 	 	
              Sign
                on:

            	 	 	 	 	
              $450,000

            	 	 
	 	 	
              Cash:

            	 	
              $225,000

            	 	 	 	 	 
	 	 	
              Restricted
                stock units:

            	
              $225,000

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
              2006
                Annual Cash Incentive:

            	 	 	 	
              $106,000

            	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
              Offer
                Grand Total Value

            	 	 	 	 	
              $1,205,250

            	 
	 	 	 	 	 	 	 	 	 	 
	
              V.

            	 	
              Other:

            	 	 	 	 	 	 	 
	 	 	
              Executive
                Financial Planning

            	 	 	 	 	 	 
	 	 	
              Pension
                Plans - Qualified and Supplemental

            	 	 	 	 	 
	 	 	
              Matching
                (100% on 3%) Savings/401(k) Plan

            	 	 	 	 
	 	 	
              Health/Dental/Life
                Coverage

            	 	 	 	 	 	 
	 	 	
              Prescription
                Drug Coverage

            	 	 	 	 	 	 
	 	 	
              Vision
                Care

            	 	 	 	 	 	 	 
	 	 	
              Retiree
                Medical and Life Insurance

            	 	 	 	 	 
	 	 	
              Company-paid
                Sickness, Short-term and Long-term Disability

            	 	 	 
	 	 	
              Six
                Weeks Vacation

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	
              *

            	
              This
                illustration is based on a full year of plan participation; partial
                year
                participation will be determined in accordance with the employment
                offer
                letter. Incentive awards for the 2006 performance period are made
                in 2007
                for the 2006 performance.