Exhibit 10(pp)


    Exhibit
      10(pp)

    


    May
      31,
      2006

    


    


    PERSONAL
      and CONFIDENTIAL

    


    Mr.
      William H. Spence

    114
      Woodridge Drive

    Kennett
      Square, Pennsylvania 19348

    


    


    Dear
      Bill:

    


    We
      are
      delighted with the prospect of your joining PPL Corporation (PPL). On behalf
      of
      PPL, I would like to present our formal offer to you to join us as Executive
      Vice President & Chief Operating Officer, reporting directly to Jim Miller.
      As you know, Jim is currently President & COO and is expected to become
      Chairman, President and CEO upon Bill Hecht’s retirement later this year.


    


    You
      will
      be Executive Vice President and Chief Operating Officer of PPL Corporation
      and
      an officer and employee of PPL Services Corporation, as well as serve on the
      boards of a number of our subsidiaries. In addition, you will be a member of
      the
      Corporate Leadership Council (CLC), a group currently comprised of the CEO,
      COO,
      CFO and chief legal officer. Naturally, as an elected officer, this position
      is
      subject to PPL’s Board of Directors’ 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
      $525,000 plus incentive compensation. 

    


    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 75% of your annual salary; (ii) an annual incentive targeted at
      120% of your annual salary in the form of restricted stock for performance
      achievement based on three year financial and operational goals, and specific,
      annual, strategic goals, and (iii) annual stock options valued at 120% of your
      annual salary. The total annual incentive target consisting of these three
      components is 315% of your annual salary. Awards under these programs are
      determined in the first quarter of the year for corporate performance during
      the
      prior year and for newly hired executives are typically pro-rated for time
      served.

    


    As
      part
      of our offer, we will propose to the Compensation and Corporate Governance
      Committee of the Board (C&CGC) that the 2006 annual cash and long-term
      incentive (restricted stock unit and stock option) awards, made in January
      2007,
      be at the full amount for the year and not pro-rated for partial 2006 service.
      Assuming you start employment July 1, 2006, the incremental value, over the
      normal pro-rata award, would be about $826,875, at target or budget performance.
      The actual award levels will be based on final 2006 performance. 

    


    In
      addition to the above annual compensation, we will provide a sign-on bonus
      with
      a value of $500,000, which will be paid $200,000 in cash, following your
      employment date, and $300,000 in the form of restricted stock units on which
      the
      restrictions will expire in three years. Should your employment be terminated
      during the restriction period for reasons other than for cause, we wilI cause
      the restrictions to lapse, subject to compliance with any legal requirements.
      If
      you voluntarily leave PPL prior to completion of one full-year of service,
      you
      would be required to return the cash sign-on bonus to PPL. Your signature below
      authorizes PPL to deduct any amounts owed from your final paycheck.


    


    The
      enclosed term-sheet summarizes the components of our offer.

    


    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 three times annual salary and cash bonus
      plus
      a gross-up for any excise taxes that may be required under Section 280G of
      the
      Internal Revenue Code. In addition, this contract will also provide a single-sum
      payment equal to the value of three additional years of service credit under
      PPL’s retirement program and continued access to coverage under the Company’s
      group health, life and disability insurance plans for a three-year period.
      

    


    If
      your
      employment should be terminated within one year for any reason other than due
      to
      a change in control of PPL, and provided it is not for cause, we will provide
      you a severance payment equal to two year’s base salary. If your employment is
      terminated for reasons other than for cause after your first year of employment,
      you will continue to receive your salary for a period of 24 months or until
      you
      secure alternative employment, whichever occurs first, 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 three-times your salary in PPL shares by the end
      of
      five years.

    


    As
      part
      of our offer, we will provide you with additional service for purposes of
      determining your SERP benefit if you retire under the plan; this service will
      be
      used to determine your eligibility for benefits (vesting and retirement
      eligibility) as well as used to enhance your benefit. This additional service
      will be equal to one year of additional service for each year of completed
      service with PPL, pro-rated for partial years. Assuming you retire at age 60
      and
      have 11 completed years of PPL service at that time, your total retirement
      benefit would be about 43% of final average pay (22 years of service times
      2% of
      final average pay for the first 20 years plus 1.5% for the years over 20).
      The
      PPL retirement benefit will be offset by any defined benefit pension amounts
      you
      have from former employers. The additional pension service will need the
      approval of the C&CGC which we will seek promptly. 

    


    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. Of interest may be our vacation policy. We assume employees are hired
      as of age 22—therefore; you will be eligible for 6 weeks of vacation, prorated
      for your first year of hire.

    


    To
      facilitate your move to the Lehigh Valley, PPL offers generous relocation
      benefits, which are managed by SIRVA Relocation. A relocation counselor will
      be
      assigned to you to provide support throughout the relocation process. Enclosed
      is a copy of General Procedure 504 - Relocation Expenses for Management
      Employees. If you are unable to complete the move within the one year outlined
      in the policy, we will be willing to provide an extension. If you have
      questions, regarding the relocation process, please contact John Clipper,
      610-774-4152.

    


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

    


    
      	·  	
              This
                offer is valid through June 5, 2006 and
                we must have your written acceptance by that date. Please sign the
                enclosed copy of this letter.

            


    

    
      	·  	
              Within
                the next two (2) working days from receipt of this letter call
                800-760-8378, National Drug Screen, Inc.
                Tell them you are 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,
                484-634-4028.

            


    

    
      	·  	
              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.

            


    

    


    By
      June
      5, return the signed letter, including drug screen arrangement information,
      completed PPL Application Form, completed HR/Payroll Form, and completed Fair
      Credit Reporting Act Form in the enclosed self-addressed envelope.

    


    Our
      offer
      is contingent upon your satisfactory completion of the drug screen, background
      reference and security checks. 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.

    


    We
      recognize that you would be interested in a long-term relationship with the
      Company, and it is certainly our hope and expectation that such a relationship
      would develop. Please know, however, that employment at the Company would be
      on
      an “at-will” basis. This means that it is for no defined period of time and can
      be terminated by either you or the Company, with or without cause or advance
      notice. Of course, as a professional courtesy, we would appreciate advance
      notification from you of any intended change in your employment status.
      Likewise, we would attempt, where appropriate, to provide reasonable notice
      of
      any intended change in your status. 

    


    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

            
	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                William
                  H. Spence

              
	
                PPL
                  Offer

              
	 	 	 	 	 	 	 	 	 	 
	
                Illustrative
                  Compensation Term Sheet

              	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                I.

              	 	
                Cash
                  Compensation:

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Base Salary:

              	 	 	 	 	
                $525,000

              	 	 
	 	 	
                Annual
                  Cash Incentive @ 75% Target*:

              	 	 	
                $393,750

              	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Total Cash at Target:

              	 	 	 	
                $918,750

              	 	 
	 	 	 	 	 	 	 	 	 	 
	
                II.

              	 	
                Annual
                  Restricted Stock
                  @
                  120%Target*:

              	 	 	
                $630,000

              	 	 
	 	 	
                Grant
                  (3-year restriction) Value

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                III.

              	 	
                Annual
                  Stock Option Value
                  @
                  120% Target*:

              	 	 	
                $630,000

              	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Total Direct Compensation at Target:

              	 	 	
                $2,178,750

              	 
	 	 	 	 	 	 	 	 	 	 
	
                I
                  
                  IV.

                

              	 	
                Special
                  Consideration Values:

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	
                  

              	
                · 
Sign
                  on:

              	 	 	 	 	
                $500,000

              	 	 
	 	 	
                $200,000
                  in cash

              	 	 	 	 	 	 	 
	 	 	
                $300,000
                  in restricted stock units (3-year restriction)

              	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	
                  

              	
                · 
2006
                  Annual Cash
                  Incentive:

              	 	 	 	
                $196,875

              	 	 
	 	 	
                Value
                  of full-year award over pro-rata award;

              	 	 	 	 	 
	 	 	
                (assuming
                  July 1 start date)

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
                  

              	
                · 
2006
                  Long-term
                  Incentive:

              	 	 	 	
                $630,000

              	 	 
	 	 	
                Value
                  of full-year award over pro-rata award;

              	 	 	 	 	 
	 	 	
                50%
                  restricted stock units (3-year restriction)

              	 	 	 	 
	 	 	
                50%
                  stock options

              	 	 	 	 
	 	 	
                (assuming
                  July 1 start date)

              	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
                  

              	
                 · 
Additional
                  service for purposes of
                  determining PPL retirement benefits.

              	 
	 	 	 	 	 	 	 	 	 
	 	 	
                Offer
                  Grand Total Value

              	 	 	 	 	
                $3,505,625**

              	 
	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
                V.

              	 	
                Other:

              	 	 	 	 	 	 	 
	 	
                  

              	
                · 
Executive
                  Financial
                  Planning

              	 	 	 	 	 	 
	 	
                  

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

              	 	 	 	 
	 	
                  

              	
                · 
Pension
                  Plans - Qualified and
                  Supplemental 

              	 	 	 	 	 
	 	
                  

              	
                · 
Six
                  Weeks
                  Vacation

              	 	 	 	 	 
	 	
                  

              	
                · 
Health/Dental/Life
                  Coverage

              	 	 	 	 	 
	 	
                  

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

              	 	 
	 	
                  

              	
                · 
Vision
                  Care

              	 	 	 	 	 
	 	
                  

              	
                · 
Prescription
                  Drug
                  Coverage

              	 	 	 	 	 
	 	 	
                · 
Retiree
                  Medical and Life
                  Insurance

              	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                *

              	 	
                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 2006 performance period are made in
                  2007 are
                  for 2006 performance.

              
	 	 	 	 	 	 	 	 	 	 
	
                **

              	 	
                Excluding
                  the value of additional retirement service.