Exhibit 10(a)


 


SERVICE AGREEMENT


 


 


AGREEMENT dated the
16th day of March 2015


 


BETWEEN


 


		(1)	WESTERN POWER DISTRIBUTION (SOUTH WEST) plc ("the
Company") whose registered office
is at Avonbank, Feeder Road Bristol BS2 0TB



 


and


 


		(2)	ROBERT ARTHUR SYMONS ("the
Director") whose address is Trevear Farm, St Issey, Wadebridge, Cornwall PL27 7RQ



 


This Agreement is intended
to consolidate and replace the Director’s Service Contract dated 29 February 2000 and amendments to such Service Contract
by letters dated 31 January 2002, 11 May 2006, and 10 December 2013 between the two parties.


 


References in
this Agreement to
"Group" shall mean
the Company and
any holding company of the Company or any subsidiary or subsidiary undertaking
of the Company or the Company's holding company as
defined in the
Companies Act 2006 and
any reference to the Company
shall, where the context
so requires or implies, include a
reference to any company which controls the Company or which the Company controls or
any subsidiary or any subsidiary undertaking.


 


NOW
IT IS HEREBY
AGREED:


 


1.Appointment
and Term


 


		(a)	The Director is
appointed to serve
the Company as
Chief Executive in accordance with
the terms and
conditions of this
Agreement from the thirty first day
of March 2000 (the "Employment"). The Director's employment with the Company
and by a former Electricity Board (as defined in the Electricity Act
1989) from the 6 September 1971 will be
treated as continuous with this Employment.  The Employment will continue until:



 


 


(i) 
       it is determined in accordance with Clause 14; or


 


 


		(ii)	the expiry of
6 months' notice
to terminate this
Agreement given by
the Company to the
Director or 6 months' notice to terminate
this Agreement given by the Director
to the Company



 


		(b)	The Company may
without prior notice
suspend and/or exclude
the Director from
all or any premises
of the Company or the Group
for any period not exceeding 6 months provided that throughout such
period the Director's salary and other contractual benefits shall continue to
be paid and the Director shall keep himself available for work notwithstanding that
the Company shall not be obliged to
provide any work for the Director during
such period.



 


2. Duties


 


 


During the
Employment, the Director
must:


 


		(a)	in relation
to the Group
perform the duties
and exercise the
functions as may
from time to time
reasonably be assigned to
or vested in him by the Chairman of the Company,



 


		(b)	well and faithfully
serve the Company
to the best
of his knowledge,
power and ability and
use his utmost endeavours
to promote the interests
and welfare of the Group; and



 


		(c)	comply with all
lawful and reasonable
requests, instructions and
regulations made by the
Chairman or by
anyone authorised by him and promptly
provide such explanations, information and assistance as to
his activities in the business of the Group as
are reasonable.



 


3. Place
and Time of Work


 


 


(a)       The
Company's hours of
work are from
8.30 am to
5.00 pm Monday
to Friday.


However
the Director will
be required and
expected to devote to
the affairs of
the Group the whole
of his time and attention during
normal business hours and at such
other times as his duties may reasonably require.


 


		(b)	The Director
shall perform his
duties at the
head office of
the Company or
at such other place
as the Company shall reasonably require
from time to time. If
the Director is required
subsequently to relocate the Company
shall pay all reasonable expenses in accordance with
the Company's relocation scheme in force from
time to time.



 


4. Conflicts
of Interest


 


 


The Director
must:


 


		(a)	not during his
Employment hereunder (except
in the proper
performance of his
duties or with the
prior written consent
of the Company)
be directly or indirectly engaged, concerned or
interested in any other business or activity
(where such engagement concern or interest may
reasonably be expected to interfere with the
performance of his duties in the Employment) provided that this provision shall not
inhibit the holding (directly or through nominees) of quoted investments as
long as not more than 5
per cent of the shares or stock of
any class of any one
company shall be so held;



 


		(b)	comply with the
Company's Code of
Ethics as approved
by the Company
and as may be
modified from time to time.



 


5. Remuneration


 


 


		(a)	As remuneration
for his services
in the Employment
the Director shall
(unless and until otherwise agreed)
receive a base salary at the rate of £535,000 per annum as of the date of this Agreement which shall accrue from day to day
and be payable in instalments monthly, such salary being inclusive of any fees to which the Director may be entitled as a Director
of any company in the
Group.



 


		(b)	The Company shall
review the Director's
salary as provided
for in the
sub-clause above annually and
any changes consequent
upon the said review shall take effect from 1st April of the same year.



 


 


		(c)	In
addition to the
salary referred to
above, the Director
shall be eligible
to participate at the
Company's discretion in
any bonus or incentive schemes for senior executives and/or directors
that the Company may operate from time
to time subject to
and in accordance with the rules of such schemes. Any
awards made to the Director under any bonus or incentive scheme, prior to the date of this Agreement, shall be unaffected by entering
into this agreement.



 


6. Expenses


 


The
Director shall be
reimbursed such expenses
as are properly and
reasonably incurred by him
in the performance
of his duties
and are detailed in the Company's
policy on expenses from time to time. The
Director shall produce such vouchers and
receipts if practical as may be required.


 


7. Pension


 


 


The Director was a participant
in the Electricity Supply Pension Scheme (“ESPS”) until 6 April 2006, at which time he ceased to accrue any benefits
under the ESPS. The Director elected to begin drawing on his pension benefits under the ESPS as of 20 March 2012. The Director’s
pension benefits determined by the ESPS and the enhanced benefits provided to the Director from time to time shall not be affected
by the entering into of this Agreement and shall continue to be governed by the rules of the ESPS.


 


Given the Director is drawing
pension benefits while in Service with the Company, the Company procures that if the Director dies thereafter while in service
with the Company, a lump sum benefit will be payable from either a policy of life insurance that satisfies the conditions below,
or directly by the Company. The lump sum shall be £4.75 million indexed on each policy anniversary in line with the index
of retail prices. The conditions to be satisfied are that the policy does not constitute a registered pension scheme; is not issued,
or held in connection with, nor forms an agreement under, a registered pension scheme; and the provision of this benefit does not
otherwise prejudice the Director’s enhanced protection.


 


8. Car


 


The Director shall be
entitled to car usership benefits and private fuel benefits in accordance with the Company's Executive User Car Scheme as published
and varied from time to time. In addition, the Director shall be entitled to Chauffer services as needed in performance of his
duties.


 


The total value of the
Director’s Car benefits under this paragraph shall be capped at an amount of £20,000 annually. The Director shall reimburse
the Company at the end of each year for any benefits received in excess of £20,000.


 


9. Private
Medical Insurance


 


The
Director, his wife
and dependent children
up to age
21, or up
to age 25
if in full time
education, shall be
entitled to participate in a private
medical insurance scheme to be provided by
and at the expense of the
Company.


 


1 0.
Holidays


 


 


		(a)	In addition to
the usual bank
and public holidays,
the Director shall
be entitled to
25 working days' holiday
in each Company Holiday Year (1st
April to 31st March) to be taken
at a time or times agreed with
him by the Chairman of the Company.
 Accrued but untaken holiday will lapse
at the end of the Holiday Year in which the
entitlement arises and may not be carried
forward for use in the next Holiday
Year unless otherwise agreed with the Chairman.



 


(b) Upon
the termination of
the Employment for
whatever reason the
Director:


 


		(i)	shall be entitled
to payment in
lieu of accrued
but untaken holiday
entitlement for the current
Holiday Year, and



 


		(ii)	may be required
to repay the
Company any salary
received in respect
of holiday taken in
excess of his proportionate holiday
entitlement.



 


11. Illness


 


 


		(a)	Should the Director
be prevented by sickness,
injury or other
incapacity from properly performing
his duties in
the Employment he
shall report the fact directly or indirectly
to the Chairman of the
Company as soon as is reasonably practicable.



 


 


		(b)	For sickness,
injury or other
incapacity of seven
days or less,
upon his return
to work, the Director shall complete
an Absence Self-Certificate. For sickness, injury or other incapacity of eight
days or more the Director must
obtain a doctor's
statement which he shall submit to the Company at appropriate intervals.



 


		(c)	Provided the Director
complies with sub-clauses
(a) and (b)
above he shall
be entitled to receive
his full basic rate of remuneration (to include any statutory
sick pay or social security benefits
payable) for the first twenty six weeks
of any sickness, injury or other incapacity in any one year
of employment under this Agreement (whether such weeks
are consecutive or in aggregate). For the next twenty six week
period payment shall be at half the
Director's basic rate of remuneration for so much of the next twenty
six week period as the
Director suffers sickness, injury or other incapacity m any one year.



 


		(d)	For any injury
or illness in
excess of eight
days or in
the case of
persistent or recurring injury
or illness the Company
shall be entitled to
approach the Director's own doctor having obtained on each occasion the Director's
specific prior consent and/or to require the
Director to attend a medical examination with a doctor nominated by the Company
at the Company's expense.



 


12. Confidentiality


 


The
Director must not
at any time
without the previous consent
in writing of the Company,
other than in
the course of his duties, divulge
or make known to anyone any secrets or any technical, commercial, financial or
other information of a confidential
nature relating to the business or
customers of the
Group save to
the extent that such information
has become a matter
of public record. All papers and documents used
by the Director in the course of
this Employment are and will remain the
property of the Company and
must be delivered
up to the Company on termination
of the Agreement. This clause operates independently of
the existence of the Agreement.


 


13. Non-Solicitation


 


By accepting this Employment
and continuing to be employed by the Company the Director undertakes and covenants with the Company that unless otherwise agreed
and consented to by the Company the Director shall not during this Employment nor for a period of twelve months it has come to
an end solicit, entice, procure or endeavour to persuade any other director, officer, manager, supervisor or senior technical or
sales employee of the Company or the Group with whom the Director shall have had personal contact or dealings during the course
of his employment to leave the employment of the Group.


 


14. Summary
Termination


 


Without
prejudice to any
remedy which it may
have against the
Director for breach
or non-performance of any
of the provisions
of this Agreement the Company may
by notice in writing to the Director
forthwith determine this Agreement if he:


 


		(a)	becomes bankrupt
or makes any
composition or enters
into any deed
of arrangement with his
creditors; or



 


(b)       is
prevented by law from
holding the office
of director; or


 


(c)       is
guilty of;


 


(i)        any
gross misconduct; or


 


(ii)       gross
negligence in the
performance of his
duties; or


 


(iii)      any
breach of any
fundamental term of
this Agreement; or


 


		(iv)	persistent neglect of his duties or persistent non-observance of any condition of this Agreement
(provided that in each case the Company shall first have given due written warning of such neglect or non-observance as the case
may be).



 


15.Change of Control


 


The
Director shall be entitled to certain benefits related to a change in control of the Company.  For
the purposes of this clause, 


 


(a) Relevant Event means either;


 


		(i)	the giving of notice by the Company or the termination of the Director's employment (other than for reason of gross misconduct
or material breach of contract on the Director's part (an "excluded reason"); or



 


		(ii)	without a Director's express written consent, after written notice to his Employing Company, and after a thirty (30) day opportunity
for the Employing Company to cure, the continuing occurrence of any of the following events:



 


a. Inconsistent Duties. A meaningful and
detrimental alteration in the Director's position or in the nature or status of his responsibilities from those in effect immediately
prior to the Change in Control;


 


b. Reduced Salary. A reduction of five
percent (5%) or more by the Employing Company in either of the following: (i) the Director's highest annual base salary rate as
in effect at any time during the twelve (12) month period immediately preceding the date of the Change in Control ("Base Salary")
(except for a less than ten percent (10%), across-the-board Base Salary rate reduction similarly affecting at least ninety five
percent (95%) of all Employees of the Employing Company); or (ii) the sum of the Director's Base Salary plus target bonus under
the Employing Company's short term bonus plan, as in effect immediately prior to the Change in Control (except for a less than
ten percent (10%), across-the-board reduction of Base Salary plus target bonus under such short term plan similarly affecting at
least ninety-five percent (95%) of all Employees of the Employing Company);


 


c. Pension and Compensation Plans. The
failure by the Employing Company to continue in effect any "pension plan or agreement" or "compensation plan or
agreement" in which the Director participates as of the date of the Change in Control or the elimination of the Director's
participation in any such plan (except for across-the board plan changes or terminations similarly affecting at least ninety-five
percent (95%) of all Employees of the Employing Company). For purposes of this subsection (c), a "pension plan or agreement"
shall mean any written arrangement executed by an authorized officer of the Employing Company which provides for payments upon
retirement; and a "compensation plan or agreement" shall mean any written arrangement executed by an authorized officer
of the Employing Company which provides for periodic, non-discretionary compensatory payments to employees in the nature of bonuses;


 


d. Relocation. A change in the Director's
work location to a location more than fifty (50) miles from the facility where the Director was located immediately prior to the
Change in Control, unless such new work location is within fifty (50) miles from the Director's principal place of residence at
the time of the Change in Control. The acceptance, if any, by the Director by an Employing Company at a work location which is
outside the fifty (50) mile radius set forth in this Section shall not be a waiver of the Director's right to refuse subsequent
transfer by the Employing Company to a location which is more than fifty (50) miles from the Director's principal place of residence
at the time of the Change in Control, and such subsequent, unconsented transfer shall be "Relevant Event" under this
Policy; or


 


e. Benefits and Perquisites. The taking
of any action by the Employing Company that would directly or indirectly materially reduce the benefits enjoyed by the Director
under the Employing Company's retirement, life insurance, medical, health and accident, disability, deferred compensation or savings
plans in which the Director was participating immediately prior to the Change in Control, or the failure by the Employing Company
to provide the Director with the number of paid vacation days to which the Director is entitled on the basis of years of service
with the Employing Company in accordance with the Employing Company's normal vacation policy in effect immediately prior to the
Change in Control (except for across-the-board plan or vacation policy changes or plan terminations similarly affecting at least
ninety-five percent (95%) of all Employees of the Employing Company).


 


Relevant Event shall not include the Director's Death
or Disability. The fact that the Director may be eligible for Retirement shall not prevent him from resigning for a Relevant Event
provided a Relevant Event shall have occurred. Any dispute as to whether a Relevant Event shall have occurred or been cured on
a timely basis shall be resolved by the PPL Corporation Board of Directors. Any such resolution by the PPL Board of Directors shall
be binding on the Employing Company and the Director.


 


The Relevant Event occurs if the Director's employment
is involuntarily terminated by the Employing Company at any time during the two (2) year period following a Change in Control for
any reason other than for Cause or who shall voluntarily terminate his employment with his Employment Company for a Relevant Event
at any time during the two (2) year period following a Change of Control. Notwithstanding anything to the contrary above, a Relevant
Event does not occur if the Director:


 


w. is on leave of absence as of his Termination
Date, unless such Director is capable of returning to work within twelve (12) weeks of such leave of absence from work;


 


x. voluntarily terminates his employment with
the Employing Company other than for a Relevant Event;


 


y. has his employment terminated by the Employing
Company for Cause; or


 


z. terminates from employment by reason of his
Death or Disability.


 


		(b)	Change of Control means where;



 


		(i)	the Company comes under the control of any person or persons acting in concert (as those terms are defined for the time being
in the City Code on Takeovers and Mergers) not having control of the Company at the date of this agreement; or



 


		(ii)	the person or persons having the right to control, directly or indirectly, a majority of the votes which may ordinarily be
cast at general meetings of the Company or the right to control the composition of the Board, cease to have those rights,



 


Change of control does not occur where PPL maintains
at least 50% equity or voting interest.


 


		(c)	To the extent that terms used in this clause are not defined elsewhere in this Agreement, the definitions set out in clause
46 of the Electricity Supply Pension Scheme shall apply.



 


		(d)	If a Relevant Event occurs the Company shall



 


		(i)	pay to the Director within 7 days of the termination of his employment a sum equal to two times his taxable pay (as would fall
to be included in the amount shown on the annual forms P 60 and PllD) received from the Company during the twelve months immediately
preceding the Change of Control;



 


		(ii)	procure that the Director's benefits under the Electricity Supply Pension Scheme which have accrued at the date of termination
of employment are augmented by crediting him with two additional years' Pensionable Service subject to the Director contributing
6% of his Pensionable Salary to the pension scheme and the Company shall make such additional contributions to the Electricity
Supply Pension Scheme as are necessary to secure that augmentation and, if this is not possible, due to Inland Revenue limits,
procure the payment of such cash sum as is of equivalent value;



 


		(iii)	procure the payment of pension benefits to the Director by the Electricity Supply Pension Scheme in accordance with the provisions
of the letter from the Company to him dated 23 March 2000 on the basis of his termination of employment being caused by reorganisation,
such benefits to include the augmentation described in above.



 


		(e)	Subject to any rights accrued at the date of termination of the Director's employment under the provisions of any pension scheme
of the Company, any payment by the Company pursuant to this clause shall be made in full and final settlement of all and any claims
arising from or in connection with the Director's employment or its termination or his office of Director and its loss in each
case in respect of the Company or the Group.



 


		(f)	All payments to be made pursuant to this clause shall be paid less any necessary withholdings.



 


		(g)	The Director hereby agrees that he shall not bring any claim before any court or employment tribunal relating to his employment
and/or its termination except in so far as such claim is brought solely to enforce the provisions of this clause. The Director
agrees to enter into an agreed form of compromise agreement on or around the date of termination of his employment to give effect
to this clause.



 


		  (h)	The Director is also entitled to certain benefits related to a change in control of the Company as set forth in the Agreement
dated 11 May 2006 by and between PPL Corporation and the Director, which is attached to this Agreement as Attachment A.



 


16. Resignation
from Directorships Following Termination of Employment


 


 


Upon
termination of this
Employment for whatever
reason the Director
must forthwith tender his
resignation as a Director of any
Group company without compensation.


 


The
Director hereby irrevocably
authorises the Company
to appoint some
person in his name
and on his
behalf to sign any
documents and do any things necessary
to give effect thereto,
if the Director shall fail
to sign or do
the same himself The Director shall also promptly
return all Company property, equipment and documents
(including all copies) to the Company.


 


17. Effect
of Termination of this Agreement


 


 


The expiry
or termination of
this Agreement howsoever
arising shall not
operate to affect any
of the provisions
hereof which are expressed to
operate or have effect thereafter and shall not prejudice the exercise of any
right to remedy of either party accrued beforehand.


 


18. 
Disciplinary and Grievance Procedure


 


 


If
the Director is
dissatisfied with any disciplinary
action or has
any grievance concerning this
Employment he should
raise the matter with the Chairman.


 


19. Patents,
Secrets, Processes and Improvements


 


 


		(a)	Any discovery
or invention or
secret process or
improvement in procedure
made or discovered by the
Director while in the service of the
Company whether before
or after the date of this Agreement
with or in any way affecting
or relating to the business of the
Company or of any company in
the Group or capable of being used or adapted for use therein or in connection
therewith shall forthwith be disclosed
to the Company and shall belong to and be
the absolute property of the Company.



 


 


		(b)	The Director shall,
if and whenever
required so to
do by the Company
at the expense of
the Company, apply to
join with the Company in applying for
letters patent or other equivalent protection
in the United
Kingdom and in any part of the world
for any such discovery, invention, process or improvement
as aforesaid and shall at the expense of
the Company execute and do all
instruments and things necessary
for vesting the said letters patent or other
equivalent protection when obtained and all rights, title to,
and interest in the same in the Company
absolutely and as sole beneficial owner or in such other person
as the Company may specify. The
Director hereby irrevocably appoints the Company to be his attorney in his name
and on his behalf to execute
and to do
any such instrument or thing and
generally to use his
name for the purpose of giving
to the Company the full benefit of the provisions of this clause
but not otherwise
in favour of any third party a certificate in writing signed by any Director
or the Secretary of the Company that any instrument or act falls within the
authority hereby conferred shall be conclusive 
evidence that such is the case.



 


		20.	Governing Law



 


			This Agreement
and the Employment
shall be governed
by and construed
in accordance with English
law in all
respects.  The parties agree that
the English Courts and Tribunals shall have
exclusive jurisdiction to determine any disputes or claims arising under
or in connection with this Agreement, the Employment or the termination of
either or both of them.



			



 


 


 


21. Notices


 


Any
notice to be
given hereunder shall
be writing.  Notice
to the Director
shall be sufficiently served
by being delivered personally to him
or by being sent by first class post
addressed to him at his
usual or last
known place of abode.  Any
notice if so posted shall be deemed
served upon the first day following that
on which it was posted. Notice to the Company
shall be sufficiently served by
being delivered to the Company Secretary at
the Registered Office of
the Company.


 


 


 





	
        SIGNED on
        behalf of the Company

        by R L Klingensmith, Chairman

        in the presence of:
	
         

        ......................................................

         

	 	 
	
        Witness signature

        Name (block capitals)

        Address
	
        .....................................................

        .....................................................

        .....................................................

        .....................................................

	 	 
	 	 
	 	 
	
        SIGNED by the Director

        R A Symons

        in the presence of:

         
	.....................................................
	 	 
	
        Witness signature

        Name (block capitals)

        Address
	
        .....................................................

        .....................................................

        .....................................................

        .....................................................








 



 




    	 



    	 



    

 


ATTACHMENT A


 


AGREEMENT 


 


 


THIS
AGREEMENT, effective as of May 11, 2006 is
made by and
between PPL Corporation, a
Pennsylvania corporation and Robert A.
Symons (the "Executive").


 


 


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


 


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 employed
by the Company or any Group Company to the
detriment of the Company and its shareowners;


 


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;
and


 


WHEREAS,
the Executive is
employed by Western Power
Distribution (South West)
plc (a Group Company)
and accordingly it
is intended that any entitlements
arising under the arrangements applying in respect of his employment by Western Power Distribution
(South West) plc, shall not be prejudiced
by any terms of this
Agreement, and shall be set off against the entitlements of the Executive under 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. 
        Effect of Agreement


 


		2.1	The  parties
 acknowledge  and
agree that  nothing 
in this
Agreement  shall  disapply, replace,
prejudice or otherwise
affect the Executive's
entitlements under the WPD Employment  Contract
and nor shall this  Agreement be interpreted as a guarantee by the Company of
any such entitlements.



 


		2.2	Save  in 
respect  of  the 
obligation  referred  to 
in  Section  6.1(c)
 below  where 
the circumstances that give rise
to any entitlement of the Executive under
the terms of this Agreement also give rise to an entitlement of 
the Executive under the WPD Employment Contract, the obligation
of the Company to make any payment
or provide any  benefit under this
Agreement  shall be  limited 
solely to  the extent that such





    	 



    	 



    

 


payment
or benefit due
under this Agreement
shall exceed the
Executive's entitlement to a corresponding type or description 
of  payment  or 
benefit  under  the 
WPD Employment Contract. For the avoidance of
doubt an entitlement to a benefit of a particular
type or description under the WPD Employment Contract shall only be
set off against the corresponding type or description of benefit provided for
under this Agreement. In respect of the obligation referred to in Section  6.l(c) below,
the obligation of the Company to make
a payment or provide a benefit shall be
limited to the extent that such payment  or
benefit shall  exceed the value of any augmentation payable under clause 14.A.2(b)
of the WPD Employment Contract (or such
clause as shall have replaced such clause).


 


		2.3	The  provisions 
of  this  section 
2  override  any 
terms  of  this 
Agreement  which  are inconsistent
with these provisions and the parties confirm
that their intention is that the Executive's entitlements under this Agreement are cumulative to the extent they exceed
any entitlement to  a  corresponding type
or description of benefit  under  the WPD
Employment Contract.



 


3.
      Term of
Agreement


 


The
Term of this
Agreement shall commence
on the date
hereof and shall continue
in effect through December 31,
2007; provided, however, that commencing
on January 1,


2007
 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 in the event that (a) prior
to the occurrence of a Change in Control or Potential Change in Control, the Executive's
Employment is terminated for any reason or
the Executive is no longer Vice President-
United Kingdom, PPL Global, LLC , or (b)
following the occurrence of a Potential
Change in Control but prior to the occurrence
of a Change in Control, the Executive 
is no longer Vice  President  -
United Kingdom,  PPL Global, LLC, and such change does not 
constitute Good Reason 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 (vi) of  the definition of 
Good  Reason to a "Change  in
 Control" as references to a "Potential Change 
in Control") then  this Agreement shall terminate as of the date that the
Executive's Employment is terminated, or the Executive's position or title has been
so changed,  as the case may be.


 


4.         Company's
Covenants Summarized


 


In
order to induce
the Executive to
remain  in the
Employment  and in
consideration  of the Executive's
covenants set forth in Section 5 hereof, the
Company agrees, under the conditions described herein (and subject to Section 2.2 above), to pay
the Executive the Severance Payments and the other payments and benefits described
herein.  Except as provided in
Section 8.1 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 following a
Change in Control and
during the Term. 
This Agreement shall not
be construed as creating
an express or implied contract of
employment with the Company 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.


 


5.      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 Employment 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 of the Executive's Employment for any
reason.


 


6.
      Severance Payments


 


6.1 
   Subject to Sections 2.2, 6.2, 6.5 and 6.6 hereof, 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,
unless such termination is (i) 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 without Cause or by
the Executive with Good Reason if (A)  the
Executive's Employment is terminated 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 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) 
     The Company  shall
pay to the
Executive  a lump
sum severance payment,
in cash, equal to
two 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; (ii) the Executive's annual
rate of Pension Compensation Adjustment 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 (iii) the highest annual bonus earned by the Executive pursuant to any annual bonus
or incentive plan




    	 



    	 



    




 


	 	maintained in relation to the Employment  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, for example where the Executive requests to exchange some or all of any annual bonus for grants of restricted  stock  awards or  stock  options  in accordance  with the Company's Cash Incentive Premium Exchange Programme).   For purposes of determining the value of the annual bonus earned by the Executive in any calendar year, the value of any other 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)	 The Executive is not eligible for PPL Corporation's or PPL Global, LLC's life, disability, accident, and health  insurance  benefits,  and therefore there  is no provision for any extension of such benefits after the Date of Termination.
	 	 	 
	 	 (c)	 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 actuarial equivalent value of twenty four (24) additional months of service credit under the Pension Plan (calculated as if the Executive was an active member of the Pension Plan at the Date of Termination) less (i) the value of the Pension Compensation Adjustment that would have been received by the Executive during the said twenty four month period (assuming he had continued in employment that entitled him to payment of the Pension Compensation Adjustment) based on the level of annual compensation/remuneration paid to him at the Date of Termination;  (ii) the value of the contributions that would have been paid by the Executive during the said twenty four month period if he had' been an active member of the Pension Plan; (iii) interest in respect of (i) and (ii) above. For purposes of this Section 6.l(c), "actuarial equivalent" shall be determined using the same assumptions utilized under the PPL Supplemental Executive Retirement Plan or any successor 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.
	 	 	 
	 	 (d)	 The Executive is not eligible for PPL Corporation's or PPL Global, LLC's post-retirement health care or life insurance plans, and therefore there is no provision for any extension of such benefits after the Date of Termination.
	 	 	 
	 	 (e)	 The Company shall provide the Executive with outplacement services suitable
	 	 	to the Executive's position for a period of two years or, if earlier, until the first
	 	 	acceptance by the Executive of an offer of employment.
	 	 	 
	 6.2	 	 
	 	 (a)	 Notwithstanding any other provisions of this Agreement, in the event that any
	 	 	payment or benefit received or to  be received by the Executive in connection 


 









    	 



    	 



    

with
a Change in
Control or the
termination  of the
Executive's 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) (all such payments and benefits, including
the Severance Payments, being hereinafter called "Total Payments") would be subject (in
whole or part), to  the Excise Tax, then the cash Severance Payments shall be
reduced (if necessary to zero) to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (after
taking into account any reduction in the Total Payments provided by
reason of section 280G of the Code
in such other plan, arrangement or agreement)  and all other Severance
Payments shall thereafter  be reduced
(if necessary,  to zero) so that no portion
of the Total Payments is subject
to the Excise Tax, if (i) the net amount of
such Total Payments, as so reduced, (and after deduction of
the net amount of
federal, state and local income tax on such reduced Total Payments) is greater
than (ii) the excess of (x)
the net amount of such Total Payments, without
reduction (but after deduction of the net amount of federal, state and local income tax on such 
Total  Payments), over (y)  the 
amount of Excise Tax to which the Executive would be subject in respect
of such Total Payments.


 


(b)
      For  purposes 
of  determining  whether 
and  the  extent 
to  which  the 
Total Payments  will  be 
subject  to  the 
Excise  Tax, (i)  no portion of 
the Total Payments the receipt or enjoyment of
which the Executive shall
have waived at such time and in such manner
as not to constitute a "payment"
within the meaning of section 280G(b) of the
Code shall be taken into account, (ii) no portion of
the Total Payments shall be taken
into account which, in the opinion of tax counsel selected by the accounting
 firm that was, immediately
prior to the Change in Control, the Company's 
independent auditor (the "Auditor"), does not constitute  a "parachute
payment" within the meaning of  section


280G(b)(2)
 of the
Code, (including  by
reason of section
280G(b)(4)(A)
of the


Code)
and, in calculating
the Excise  Tax,
no portion of
such Total Payments shall 
be  taken  into 
account  which  constitutes 
reasonable compensation for services actually
rendered, within the meaning of section
280G(b)(4)(B) of the Code, in excess of the Base
Amount allocable to such reasonable compensation, and 
(iii) the value  of any non-cash benefit or 
any deferred payment or benefit included
in the Total Payments shall be determined by the Auditor in
accordance with the principles of sections 280G(d)(3) and
(4) of the Code. Prior to the payment
date set forth in Section 6.3 hereof, the Company
shall provide the Executive with its calculation of
the amounts referred to in this Section
and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations. If
the Executive objects to the Company's calculations, the Company shall pay to
the Executive such portion of the Severance
Payments (up to 100% thereof) as the Executive determines 
is necessary to result in  the Executive receiving the greater of clauses (i)
and (ii) of Section 6.2(a) hereof.


 


(c)
       If it
is established  pursuant
to a final
determination of a
court or an
Internal Revenue  Service  proceeding
 that, notwithstanding the good  faith 
of  the Executive and the Company
in applying the terms of this Section 6.2,
the Total




    	 



    	 



    

 


Payments
paid to or
for the Executive's 
benefit are in
an amount that
would result in any
portion of such Total Payments
being subject to the Excise
Tax, then, if such repayment
would result in (i)
no portion of the remaining Total
Payments being subject to the Excise Tax and (ii) a dollar-for-dollar reduction in the
Executive's taxable income and wages for purposes
of federal, state and local income and employment
taxes, the Executive shall
have an obligation to pay the Company upon demand
an amount equal to the sum of (i) the excess of the 
Total  Payments paid to or for the Executive's benefit over the Total Payments
that could have been paid to
or for the Executive's benefit without
any portion of such Total Payments being
subject to the Excise Tax; and (ii) interest
 on the amount set forth  in clause (i)
of this sentence  at the rate provided in
section 1274(b)(2)(B) of the Code from the date of the Executive's receipt of such excess until the date
of such payment.


 


		6.3	The payments
provided in subsection
6.1(a) and
(c) hereof shall
be made not
later than the  fifth day 
following the  Date of Termination; provided, 
however, that if  the amounts of such payments,
and the limitation  on such payments
set forth in Section



6.2
hereof, 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, 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 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.


 


		6.5	The  payment 
and/or provision of
the Severance  Payments
described in Section
6.1 shall  be  conditional 
upon  the  Executive first having
entered into a compromise agreement  in a form to 
be determined  by the Company (the  "Compromise
Agreement") with:





    	 



    	 



    

 


(a) 
the Company; and/or


 


(b) 
any Group Company;
and/or


 


(c) 
any Successor


 


 


under
 the terms 
of which  the
Executive  shall  waive 
any claim, right,
entitlement, or liability  owing,
whether  under contract
or  statute,  in connection with
his Employment and/or the termination of such Employment but excluding any claim,
right, entitlement or  liability owing under contract that the 
Executive may have against WPD South West 
under  the terms of the WPD Employment
Contract or any right  he
may have under the Pension Plan.


 


		6.6	If  the 
Executive  is  awarded 
any  compensation or 
damages  by  a 
court  or  tribunal pursuant 
to any action, claim 
or proceedings in  any court or tribunal
in the  United Kingdom against the Company, any Group
Company,  any Successor, or any of its or their 
officers, employees or agents in respect of any matter that is the subject of
the waiver contained  in the Compromise Agreement ("Proceedings"), the Executive
shall repay to the Company or such Group Company as the
case may be, immediately  upon demand, the Severance 
Payments or such amount of the Severance Payments as shall be equivalent to the
total amount of the compensation or damages (including interest) awarded, together 
with the full amount of any legal fees incurred by
the Company or such  Group Company or Successor in defending such Proceedings.
Any part of the Severance Payments which remains outstanding shall cease to be payable
under this Agreement with effect from the date of commencement of Proceedings.



 


7.       No
Mitigation


 


The
Company  agrees that,
if the Executive's
Employment  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 hereof. Further, the amount
of any payment or benefit provided for in this Agreement 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.


 


8.       Successors;
Binding Agreement


 


		8.1	In addition 
to any obligations
imposed  by law
upon any successor
to the Company
or PPL Global, LLC, 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 or PPL Global, LLC 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.


 


8.2
     This Agreement shall inure
to the benefit of
and be enforceable by
the Executive's personalor  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.


 


9.       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 9th Street


Allentown,
Pennsylvania 18101


Attention: 
Corporate Secretary


 


 


10.
   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. 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 Section 6
hereof) shall survive such expiration.


 


11.    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 11 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 11 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.


 


12.
    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.


 


13.
    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.


 


14.
    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 of the 
Executive's  Employment shall 
mean  (i) the willful
and continued failure by
the Executive to
substantially perform the Executive's
duties (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) after a written demand
for substantial performance is delivered to the Executive, which demand specifically
identifies the manner in
which 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 or any
Group 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 PPL
Global, LLC, other
than (I) a
merger or consolidation which
would result in the voting securities of the
Company and PPL Global, LLC 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 and at least


60%
of the combined
voting  power of
the securities of
PPL Global, LLC, 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;


 


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


 


(vi)
      all or substantially
all of the
assets of subsidiaries
of PPL Global,
LLC that are located
in the United
Kingdom are sold, or all
or substantially all of the United Kingdom assets of the subsidiaries of PPL Global, LLC are transferred
to the ownership of one or more
business entities that have less
than 50% of their ownership interests
attributable to PPL Global, LLC and its subsidiaries  after such transfer and
PPL Global, LLC does not exercise active operational 
control of such entity or entities;


 


(vii)
      either (a) WPD
South West comes
under the control
of any person
or persons acting in
concert (as those
terms are defined for the time being
in the City Code on Takeovers 
and Mergers of the United Kingdom)
not having control of WPD South
West at the date of this Agreement, or (b) the
person or persons having the right to control, directly or indirectly, a majority
of the  votes which may ordinarily be cast
at general meetings of WPD South West or the right to control the composition 
of the Board of Directors of WPD South
West, cease to have
those rights, provided, under (a) or (b),
the Company does not maintain an equity or voting
interest of at least 50%.


 


(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
14(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.




    	 



    	 



    

 


(h)
        "Date of Termination" shall mean the
date on which the Employment terminates.


 


(i)
        "Disability" shall
be deemed the
reason for the
termination 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 for a period  of six (6) consecutive months, the Executive shall
have been given 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) 
       "Employment" shall mean the
employment of the Executive
by WPD South West
or by any
other Group Company (or Successor)
as shall employ
the Executive at the relevant time.


 


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


 


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


Code.


 


(m)       "Executive"
shall mean the individual named
in the first
paragraph of this


Agreement.


 


(n)
     "Good  Reason" 
for  termination  of 
the  Executive's  Employment 
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 (vi) below to
a "Change in Control" as references to a "Potential Change in Control"),
of any one of the following acts,
or failures 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
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 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 Executive being required to be based anywhere other
than  such principal place of employment (or




    	 



    	 



    

 


permitted
relocation thereof)  except
for required travel
on business to an
extent substantially consistent
with the Executive's
present business travel obligations;


 


(iv)
      the failure
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 applying to
the Employment, 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 business unit in which the Executive is 
then employed;


 


(v)
      the failure
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 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; or


 


(vi)
      the  failure 
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 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  to provide the Executive 
with the number of paid vacation days
to which the Executive is entitled on
the basis of years of service in accordance
with the  normal
vacation policy at the time of the Change
in Control.


 


The
Executive's right to
terminate his or
her Employment 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.




    	 



    	 



    

 


(o)
      "Group  Company" 
shall  mean  the 
Company,  PPL  Global, 
LLC  and  any subsidiary
of the Company
or PPL Global, LLC.


 


(p)
      "Notice of
Termination" shall mean
notice to terminate
the Employment given by 
WPD  South  West 
or  such  other 
Group  Company  as 
shall employ  the Executive at the relevant time.


 


(q)
     "Pension Compensation Adjustment" shall have the
meaning set out
in the WPD Employment
Contract.


 


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


 


(s)
      "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.


 


(t)
       "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.


 


(u)
      "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 applicable retirement
policy, including early retirement,
generally applicable to its salaried employees.


 


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




    	 



    	 



    

 


(w)
     "Successor"  shall 
mean any person
(whether  a corporation 
or otherwise)  who shall 
succeed  any  Group 
Company  as  the 
employer of  the Executive in connection 
with any Change in Control.


 


(x)
     "Term" shall
mean the period
of time described
in Section 3
hereof (including any extension,
continuation or termination described therein).


(y)
     "Total Payments" shall mean
those payments described in
Section 6.2 hereof.


(z)      "WPD
Employment Contract" shall
mean the arrangements
applying as at
the


date  of
 the  relevant 
Change  in  Control 
in  respect  of 
the  Executive's employment by WPD
South West (and
to the extent
applicable at that time, the


2002
Letter and the
2006 Letter) or
such other Group
Company as shall
employ the Executive at
that time.


 


(aa)
     "WPD South West" shall mean
Western Power Distribution (South
West) plc whose registered office
is at Avonbank,
Feeder Road, Bristol
BS2 OTB.


 


(bb)      "2002
Letter" shall mean
the letter dated
31 January 2002 from
WPD South


West to
the Executive (setting
out amendments to
his service contract
dated 29


February 2000).


 


(cc)
      "2006 Letter"
shall mean the
letter dated 1
March 2006
from WPD South
West to the Executive (setting out special
terms in respect of his pension benefits).


 


 


PPL CORPORATION


 


  


By


William F.
Hecht                Date


Chairman and
CEO


 


 


Robert A.
Symons              Date