Unassociated Document


    Exhibit
10(b)

     

     

     

     

    May 22, 2009

    


    


    


    PERSONAL
and CONFIDENTIAL

    


    Mr.
Gregory N. Dudkin

    208
Spruce Street

    Philadelphia,
PA  19106

    


    Dear
Gregory:

    


    We are
delighted with the prospect of your joining PPL Corporation.  On
behalf of PPL, I would like to present our formal offer to you to join us as
Senior Vice President-EU Operations, reporting directly to Dave DeCampli,
President-PPL Electric Utilities.

    


    You will
be an employee and officer of PPL Electric Utilities
Corporation.  Naturally, as an elected officer, this position is
subject to board of managers’ approval.  If you accept our offer, we
will proceed immediately to have you elected.

    


    We are
providing 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
$325,000 plus incentive compensation.

    


    As an
elected officer, you will be eligible for various
incentives.  Currently, the annualized value of these incentives
includes:  a target annual cash incentive of 50% of your annual salary
(and a potential payment range of 50% to 200% of target based on performance)
and long-term incentive opportunities totaling 130% of your annual
salary.

    


    The
long-term incentive is comprised of: (i) an annual incentive targeted at about
52% of your annual salary in the form of restricted stock units based on
performance achievement based on three year financial and operational goals,
(ii) annual award targeted at 26% of your annual salary in performance units,
and (iii) stock options valued at about 52% of your annual
salary.  The performance unit grant is payable based on relative,
total shareowner return compared to our peers over a 3-year performance period
and has a payment range of 50% to 200% of target based on
performance.  The total annual incentive target consisting of these
three components is 130% of your annual salary.

    


              The
annual cash incentive and the restricted stock unit awards are determined in the
first quarter of the year.  We will determine your 2009 PPL annual
cash incentive, assuming you are otherwise eligible, based on an assumed full 12
months of employment rather than a partial award for the period of your
employment in 2009.

    


    As part
of our offer, you will receive pro-rata performance units (for the 2009 – 2011
performance period) and stock option awards for 2009 and will be eligible for
full awards in 2010.  Upon your employment, we will award you
performance units and options equal in value to approximately $49,292 and
$98,583 respectively (assumes a June 1 employment date).

    


    In
addition to the above compensation and awards, we will provide a sign-on bonus
with a value of $150,000, which will be paid $75,000 in cash, following your
employment date and a grant equivalent to $75,000 in the form of restricted
stock units on which restrictions will expire in three years.  If you
voluntarily leave PPL prior to completion of one full-year of service, you would
be required to return the 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 two times annual salary
and annual cash incentive up to the maximum available without incurring the
federal excise tax on excess severance payments in the event of your termination
of employment in conjunction with a change-in-control of PPL
Corporation.  This agreement also extends the employee group life,
disability, accident and health insurance coverage for a two-year period and
provides an additional two years of pension credit in determining your PPL
retirement benefit.

    


    If your
employment should be terminated within one year of employment 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 by the
company for reasons other than for cause after your first year of employment,
you will receive payment equal to your salary for a period of 52 weeks or until
you secure alternative employment, whichever occurs first.  This
severance payment is contingent on your executing a release in a form acceptable
to PPL.  In addition, for a period equal to the severance payment
period (e.g., one year if you are terminated within one year of hire) we will
continue active employee health, dental and basic life insurance benefits,
provided you execute a release in a form acceptable to PPL.

    


    You will
be eligible for PPL’s other executive benefits including coverage under the
Supplemental Executive Retirement Plan (“SERP”).  The SERP is a
defined benefit pension plan that provides officers with enhanced retirement
benefits upon retirement after 10 years of service or, upon attaining age
60.  You will also be eligible for PPL’s Officers Deferred
Compensation Plan (“ODCP”).  The ODCP permits deferral of compensation
to allow an executive to manage current income taxes.  The ODCP also
provides for company matching contributions that are unable to be made under the
qualified employee savings plan due to certain federal limitations.

    


    You will
also be eligible for executive financial planning services.

    


    We
require executives to accumulate PPL stock under 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
including vacation where you will be eligible for 6 weeks of vacation, prorated
for your first year of employment.  Our health benefits for active
employees currently only require employee contributions of about 8% of cost on
average.  Retiree medical benefits are available for employees
retiring after attaining age 55 with 10 years of service.

     

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

    


    
      	
              ·  

            	
              This
      offer is valid through May 29, 2009, and we request your written
      acceptance by that date by signing and returning the enclosed copy of this
      letter.

            


    

    
      	
              ·  

            	
              The
      company has a relocation policy which typically only applies to employees
      relocating within a year of hire.  We are willing to review this
      policy with you.

            


    

    
      	
              ·  

            	
              If
      you accept this offer, please 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.

            


    

    
      	
              ·  

            	
              In
      addition, we request that you complete the enclosed PPL Application Form,
      HR/Payroll Employment Information Form, and Personal History Questionnaire
      and return these items with the signed offer letter. An envelope has been
      provided for your convenience.

            


    

    


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

    


     

    


    Stephen
R. Russo

     

    Enclosures

    


    Please
sign below to accept this proposal:

    


    


    


    


    Signed:  __________________________                                                                                                Date:  ______________________

    


    


    
      	
              DATE
      OF DRUG SCREEN

            	
              FACILITY
      COMPLETING DRUG SCREEN