Exhibit 10(jj)


    Exhibit
      10(jj)

    


    


    



    December
      19, 2005

    PERSONAL
      and CONFIDENTIAL

    


    Mr.
      Jerry
      Matthews Simmons, Jr.

    76
      Rocking Pine Place

    The
      Woodlands, Texas 77381

    


    Dear
      Matt:

    


    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 Vice President
&
Controller, PPL Corporation, reporting directly to Paul Farr, Senior Vice
      President. You will be an employee of PPL Services Corporation. 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
      $225,000 and a sign-on bonus. The sign-on bonus has a value of $100,000, which
      will be paid in cash following your employment date. 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 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
      and for newly hired executives are pro-rated.

    


    The
      equity awards under our incentive programs for 2005 take place in the first
      quarter of 2006. Assuming you begin employment in 2006, you would not normally
      be eligible for any 2006 equity awards, based on 2005 performance; you would
      be
      eligible for pro-rated 2007 equity grant, which will be based on 2006
      performance. However, as part of our offer, we agree to recommend to the
      compensation committee of the Board that you be granted equity awards for 2006
      at target levels. Should the committee approve this award, you would be granted
      PPL restricted stock units and stock options which as of the award date would
      be
      valued at $225,000.

    


    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 cash bonus up
      to
      the maximum available without incurring the federal excise tax on excess
      severance payments. These agreements also extend the employee's group life,
      disability, accident and health insurance coverage for a two-year
      period.

    


    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 continue to receive 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.

    


    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.

    


    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 25 days or 5 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. 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 Friday, January 6, 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 HR/Payroll Employment Information
                Form.

            


    

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

            


    

    


    By
      Friday, January 6, 2006 return the signed letter, including drug screen
      arrangement information, 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

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Matt
        Simmons

      PPL
        Offer

    

    


    Illustrative
      Compensation Term Sheet

     

    
      
        	 	 	 	 	 	 	 	 	 	 
	
                I.

              	 	
                Compensation:

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Base Salary:

              	 	 	 	 	
                $225,000

              	 	 
	 	 	
                Annual
                  Cash Incentive @ 40% Target*:

              	 	 	
                $90,000

              	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Total Cash at Target:

              	 	 	 	
                $315,000

              	 	 
	 	 	 	 	 	 	 	 	 	 
	
                II.

              	 	
                Annual
                  Restricted Stock
                  @
                  52.5%Target*:

              	 	 	
                $118,125

              	 	 
	 	 	
                Grant
                  (3-year restriction) Value

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                III.

              	 	
                Annual
                  Stock Option Value
                  @
                  52.5% Target*:

              	 	 	
                $118,125

              	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                Annual
                  Total Direct Compensation at Target:

              	 	 	
                $551,250

              	 
	 	 	 	 	 	 	 	 	 	 
	
                IV.

              	 	
                Special
                  Consideration Values:

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	
                ·  

              	
                Sign
                  on:

              	 	 	 	 	
                $100,000

              	 	 
	 	 	
                $100,000
                  cash after 1 month

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	
                ·  

              	
                2005
                  Long-term Incentive:

              	 	 	 	 	
                $225,000

              	 	 
	 	 	 	 	 	 	 	 
	 	 	
                Offer
                  Grand Total Value

              	 	 	
                $876,250

              	 
	 	 	 	 	 	 	 	 	 	 
	
                V.

              	 	
                Other*:

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                ·  

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

              	 	 	 	 	 
	 	
                ·  

              	
                Pension
                  Plans - Qualified and Supplemental 

              	 	 	 	 	 
	 	
                ·  

              	
                Five
                  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 made in 2006 are for the 2005 performance
                  period;
                  awards made in 2007 are for 2006
                  performance.

              


      

    

     

    Revised
      December 19, 2005