AGREEMENT








THIS
AGREEMENT, effective as of _______________, ____, is made by and between PPL
Corporation, a Pennsylvania corporation and _______________ (the
"Executive").





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





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
to the detriment of the Company and its shareowners; and





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;





WHEREAS,
the Executive and the Company have entered into a Severance Agreement effective
as of __________________ (the “Prior Severance Agreement”), which the Executive
and the Company desire to terminate, in its entirety, effective as of the date
hereof, and in lieu thereof enter into 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.  Term of
Agreement.  The Term of this Agreement shall commence on the
date hereof and shall continue in effect through December 31, ____; provided,
however, that commencing on January 1, ____ 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, and subject to any extensions pursuant to Section 7.3, in the event
that prior to the occurrence of a Change in Control or Potential Change in
Control, the Executive's employment is terminated for any reason then this
Agreement shall terminate as of the date that the Executive's employment is
terminated.





3.  Company's Covenants
Summarized.  In order to induce the Executive to remain in the
employ of the Company and in consideration of the Executive's covenants set
forth in Section 4 hereof, the Company agrees, under the conditions described
herein, to pay the Executive the Severance Payments and the other payments and
benefits described herein.  Except as provided in Section 9.1 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
with the Company following a Change in Control and during the
Term.  This Agreement shall not be construed as creating an express or
implied contract of employment 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.





4.  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 employ of the Company until
the earliest of (i) the last day of the Potential Change in Control Period, (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 by the Company of the Executive's
employment for any reason.





5.  Compensation Other Than
Severance Payments.





5.1  Following
a Change in Control and during the Term, during any period that the Executive
fails to perform the Executive's full-time duties with the Company as a result
of incapacity due to physical or mental illness, the Company shall pay the
Executive's full salary to the Executive at the rate in effect at the
commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period (other than
any disability plan), until the Executive's employment is terminated by the
Company for Disability.





5.2  If
the Executive's employment shall be terminated for any reason following a Change
in Control and during the Term, the Company shall pay to the Executive (i) the
Executive's full base salary through the Date of Termination at the rate in
effect immediately prior to the Date of Termination, or if higher, the rate in
effect immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, together with all compensation and benefits payable to
the Executive through the Date of Termination under the terms of the Company's
compensation or benefit plans, programs or arrangements as in effect immediately
prior to the Date of Termination, or if more favorable to the Executive, as in
effect immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, (ii) the value of any annual bonus or cash incentive
plan payment that would have been paid for service in the final calendar year of
employment, as if 100% of target goals were achieved, but prorated by
multiplying by a fraction equal to the number of full calendar months of service
completed divided by 12, and (iii) the value of any Restricted Stock Units that
would have been awarded for service in the final calendar year of employment, as
if 100% of target goals were achieved, but prorated by multiplying by a fraction
equal to the number of full calendar months of service completed divided by
12.





5.3  If
the Executive's employment shall be terminated for any reason following a Change
in Control and during the Term, the Company shall pay to the Executive the
Executive's normal post-termination compensation and benefits due the Executive
as such payments become due.  Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company's
retirement, insurance and other compensation or benefit plans, programs and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the first event or circumstance constituting Good
Reason.





6.  Severance
Payments.





6.1  The
Company shall pay the Executive the payments, and provide the Executive the
benefits, described in Section 6.2 (the "Severance Payments") upon the
termination of the Executive's employment following a Change in Control and
during the Term, in addition to the payments and benefits described in Section 5
hereof, unless such termination is (i) by the Company 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 by the
Company without Cause or by the Executive with Good Reason if (A) the
Executive's employment is terminated by the Company 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 by the Company 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.





6.2  The following shall
constitute the Severance Payments under this Agreement:





(A)  In
lieu of any further salary payments to the Executive for periods subsequent to
the Date of Termination and in lieu of any severance benefit otherwise payable
to the Executive including any payments under the Separation Policy (GP401) or
any similar plan, policy or procedure or arrangement, if eligible, or the
Executive’s Prior Severance Agreement or any employment agreement or arrangement
between the Executive and the Company, to the extent provided in Section 11 of
this Agreement, the Company shall pay to the Executive a lump sum severance
payment, in cash, equal to three 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, and (ii) the highest annual bonus earned by the
Executive pursuant to any annual bonus or incentive plan maintained by the
Company 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 purposes of determining the value of the annual bonus
earned by the Executive in any calendar year, the value of any 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)  For
the thirty-six (36) month period immediately following the Date of Termination,
the Company shall arrange to provide the Executive and his dependents, life,
disability, accident and health insurance benefits substantially similar to
those provided to the Executive and his dependents immediately prior to the Date
of Termination (without giving effect to any reduction in such benefits
subsequent to a Change in Control which reduction constitutes Good Reason) or,
if more favorable to the Executive, those provided to the Executive and his
dependents immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, at no greater after-tax cost to the Executive than the
after-tax cost to the Executive immediately prior to such date or occurrence;
provided, however, that, unless the Executive consents to a different method
(after taking into account the effect of such method on the calculation of
"parachute payments" pursuant to Section 6.3 hereof), such health insurance
benefits shall be provided through a third-party insurer.  Benefits
otherwise receivable by the Executive pursuant to this Section 6.2(B) shall be
reduced to the extent benefits of the same type are received by or made
available to the Executive during the thirty-six (36) month period following the
Date of Termination (and any such benefits received by or made available to the
Executive shall be reported to the Company by the Executive); provided, however, that the
Company shall reimburse the Executive for the excess, if any, of the cost of
such benefits to the Executive over such cost immediately prior to the Date of
Termination or, if more favorable to the Executive, the first occurrence of an
event or circumstance constituting Good Reason.





(C)  Notwithstanding
any provision of any annual or long-term incentive plan to the contrary, the
Company shall pay to the Executive a lump sum amount, in cash, equal to the sum
of (i) any unpaid incentive compensation that has been allocated or awarded to
the Executive for a completed fiscal year or other measuring period preceding
the Date of Termination under any such plan and which, as of the Date of
Termination, is contingent only upon the continued employment of the Executive
to a subsequent date, and (ii) to the extent not otherwise paid or deferred at
the Executive's election, pursuant to the terms of the applicable plan, a pro
rata portion to the Date of Termination of the aggregate value of all contingent
incentive compensation awards to the Executive for all then uncompleted periods
under any such plan, calculated as to each such award by multiplying the award
that the Executive would have earned on the last day of the performance award
period, assuming the achievement, at the level that would produce the maximum
award, of the individual and corporate performance goals established with
respect to such award, by the fraction obtained by dividing the number of full
months and any fractional portion of a month during such performance award
period through the Date of Termination by the total number of months contained
in such performance award period.





(D)  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 excess of (i) the
actuarial equivalent of the aggregate retirement pension (taking into account
any early retirement subsidies associated therewith and determined as a straight
life annuity commencing at the date (but in no event earlier than the third
anniversary of the Date of Termination) as of which the actuarial equivalent of
such annuity is greatest) which the Executive would have accrued under the terms
of all Pension Plans (without regard to any amendment to any Pension Plan made
subsequent to a Change in Control and on or prior to the Date of Termination,
which amendment adversely affects in any manner the computation of retirement
benefits thereunder), determined as if the Executive were fully vested
thereunder and had accumulated after the Date of Termination thirty-six (36)
additional months of service credit thereunder (and if any Pension Plan imposes
a maximum number of months for purposes of accrual of benefits thereunder, such
thirty-six (36) additional months shall be reduced, but not below zero, to the
extent necessary so that the total number of months of service credited
thereunder, including the number of months credited pursuant to this Section
6.2(D), does not exceed such maximum number of months) and had been credited
under each Pension Plan during such period with compensation equal to the
Executive's compensation (as defined in such Pension Plan) during the twelve
(12) months immediately preceding the Date of Termination or, if higher, during
the twelve months immediately prior to the first occurrence of an event or
circumstance constituting Good Reason, over (ii) the actuarial equivalent of the
aggregate retirement pension (taking into account any early retirement subsidies
associated therewith and determined as a straight life annuity commencing at the
date (but in no event earlier than the Date of Termination) as of which the
actuarial equivalent of such annuity is greatest) which the Executive had
accrued pursuant to the provisions of the Pension Plans as of the Date of
Termination.  For purposes of this Section 6.2(D), "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.





(E)  If
the Executive would have become entitled to benefits under the Company's
post-retirement health care or life insurance plans, as in effect immediately
prior to the Date of Termination or, if more favorable to the Executive, as in
effect immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, had the Executive's employment terminated at any time
during the period of thirty-six (36) months after the Date of Termination, the
Company shall provide such post-retirement health care or life insurance
benefits to the Executive and the Executive's dependents commencing on the later
of (i) the date on which such coverage would have first become available and
(ii) the date on which benefits described in subsection (B) of this Section 6.2
terminate.





(F)  The
Company shall provide the Executive with outplacement services suitable to the
Executive's position for a period of three years or, if earlier, until the first
acceptance by the Executive of an offer of employment.





6.3         (A)
Whether or not the Executive becomes entitled to the Severance Payments, if any
of the payments or benefits received or to be received by the Executive in
connection with a Change in Control or the Executive's termination of 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) (such payments
or benefits, excluding the Gross-Up Payment, being hereinafter referred to as
the "Total Payments") will be subject to the Excise Tax, the Company shall pay
to the Executive an additional amount (the "Gross-Up Payment") such that the net
amount retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income and employment taxes and Excise
Tax upon the Gross-Up Payment, and after taking into account the phase out of
itemized deductions and personal exemptions attributable to the Gross-Up
Payment, shall be equal to the Total Payments.





(B)  For
purposes of determining whether any of the Total Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments
shall be treated as "parachute payments" (within the meaning of section
280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel")
reasonably acceptable to the Executive and selected by the accounting firm which
was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor"), such payments or benefits (in whole or in part) do not
constitute parachute payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the meaning of section
280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in
the opinion of Tax Counsel, such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered (within the
meaning of section 280G(b)(4)(B) of the Code) in excess of the Base Amount
(within the meaning of Section 280G(b)(3) of the Code) allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax, and
(iii) the value of any noncash benefits or any deferred payment or benefit shall
be determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code.  For purposes of determining the
amount of the Gross-Up Payment, (x) the Executive shall be deemed to pay federal
income tax at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation in the state and locality
of the Executive's residence on the Date of Termination (or if there is no Date
of Termination, then the date on which the Gross-Up Payment is calculated for
purposes of this Section 6.2), net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local taxes, and
(y) the Executive shall be deemed to be subject to the loss of itemized
deductions and personal exemptions to the maximum extent provided by the Code
for each dollar of incremental income.





(C)  In
the event that the Excise Tax is finally determined to be less than the amount
taken into account hereunder in calculating the Gross-Up Payment, the Executive
shall repay to the Company, within five (5) business days following the time
that the amount of such reduction in the Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income and employment taxes imposed on the Gross-Up Payment
being repaid by the Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's
taxable income and wages for purposes of federal, state and local income and
employment taxes, plus interest on the amount of such repayment at 120% of the
rate provided in section 1274(b)(2)(B) of the Code).  In the event
that the Excise Tax is determined to exceed the amount taken into account
hereunder in calculating the Gross-Up Payment (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by the
Executive with respect to such excess) within five (5) business days following
the time that the amount of such excess is finally determined.  The
Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax with respect to the Total
Payments.





6.4  The
payments provided in subsection 6.2(A), (C) and (D) hereof and Section 6.3
hereof shall be made on the last day of the sixth month following the Date of
Termination (or if there is no Date of Termination, then the date on which the
Gross-Up Payment is calculated for purposes of Section 6.2 hereof); provided,
however, that if the amounts of such payments 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 Executive, or, in the case of payments under
Section 6.2 hereof, in accordance with Section 6.2 hereof, 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 all 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 last day of the sixth month following 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).





6.5  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 relating to the
termination of the Executive's employment 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.





7.  Termination Procedures and
Compensation During Dispute.





7.1  Notice of
Termination.  After a Change in Control and during the Term,
any purported termination of the Executive's employment (other than by reason of
death) shall be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with Section 10
hereof.  For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.  Further, a Notice of
Termination for Cause is required to include a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.





7.2  Date of
Termination.  "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
and during the Term, shall mean (i) if the Executive's employment is terminated
for Disability, thirty (30) days after Notice of Termination is given (provided
that the Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and (ii) if the
Executive's employment is terminated for any other reason, the date specified in
the Notice of Termination (which, in the case of a termination by the Company,
shall not be less than thirty (30) days (except in the case of a termination for
Cause) and, in the case of a termination by the Executive, shall not be less
than fifteen (15) days nor more than sixty (60) days, respectively, from the
date such Notice of Termination is given).





7.3  Dispute Concerning
Termination.  If within fifteen (15) days after any Notice of
Termination is given, or, if later, prior to the Date of Termination (as
determined without regard to this Section 7.3), the party receiving such Notice
of Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be extended until the earlier of (i)
the date on which the Term ends or (ii) the date on which the dispute is finally
resolved, either by mutual written agreement of the parties or by a final
judgment, order or decree of an arbitrator or a court of competent jurisdiction
(which is not appealable or with respect to which the time for appeal therefrom
has expired and no appeal has been perfected); provided, however, that the Date
of Termination shall be extended by a notice of dispute given by the Executive
only if such notice is given in good faith and the Executive pursues the
resolution of such dispute with reasonable diligence.





7.4  Compensation During
Dispute.  If a purported termination occurs following a Change
in Control and during the Term and the Date of Termination is extended in
accordance with Section 7.3 hereof, the Company shall continue to pay the
Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with
Section 7.3 hereof.  Amounts paid under this Section 7.4 are in
addition to all other amounts due under this Agreement (other than those due
under Section 5.2 hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.





8.  No
Mitigation.  The Company agrees that, if the Executive's
employment with the Company 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 or Section 7.4
hereof.  Further, the amount of any payment or benefit provided for in
this Agreement (other than in Section 6.1(B) hereof) 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.





9.  Successors; Binding
Agreement.





9.1  In
addition to any obligations imposed by law upon any successor to the Company,
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 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.





9.2  This
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or 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.





10.  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
Ninth Street


Allentown,
Pennsylvania  18101


Attention:  Corporate
Secretary





11.  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,
including but not limited to, the Prior Severance Agreement; provided, however,
that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive's employment with the Company only in the event that
the Executive's employment with the Company is terminated on or following a
Change in Control, by the Company other than for Cause or by the Executive for
Good Reason.  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 Sections 6 and 7 hereof)
shall survive such expiration.





12.  Validity.  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.





13.  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.





14.  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.  Notwithstanding any provision of this Agreement to the
contrary, the Executive shall be entitled to seek specific performance of the
Executive's right to be paid until the Date of Termination during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.





15.  Definitions.  For
purposes of this Agreement, the following terms shall have the meanings
indicated below:





(A)           "Affiliate"
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
the Exchange Act.





(B)           "Base
Amount" shall have the meaning set forth in section 280G(b)(3) of the
Code.





(C)           "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.





(D)           "Board"
shall mean the Board of Directors of the Company.





(E)           "Cause"
for termination by the Company of the Executive's employment shall mean (i) the
willful and continued failure by the Executive to substantially perform the
Executive's duties with the Company (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 pursuant to Section 7.1 hereof) after a written demand
for substantial performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board believes that 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,
(a) 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, and (b) 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.





(F)           "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 any direct or
indirect subsidiary of the Company with any other corporation or other entity,
other than (I) a merger or con­solidation which would result in the voting
securities of the Company 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 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; or





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





(G)           "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to
time.





(H)           "Company"
shall mean PPL Corporation and, except in determining, under Section 15(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.  For purposes of this
Agreement, the Executive's employment by (including termination of such
employment) and compensation from any subsidiary of the Company shall be deemed
employment by and compensation from the Company.





(I)           "Date
of Termination" shall have the meaning set forth in Section 7.2
hereof.





(J)           "Disability"
shall be deemed the reason for the termination by the Company 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 with the Company for a period of six (6)
consecutive months, the Company shall have given the Executive 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.





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





(L)           "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 with the Company by such
Executive shall mean the occurrence (without the Executive's express written
consent which specifically references this Agreement) 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 (VII) below to a "Change in Control" as references to a
"Potential Change in Control"), of any one of the following acts by the Company,
or failures by the Company to act, unless, in the case of any act or failure to
act described in paragraph (I), (V), (VI), or (VII) below, such act or failure
to act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:





(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 by the Company 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 Company or 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 Company's requiring the Executive to be based anywhere other than
such principal place of employment (or permitted relocation thereof) except for
required travel on the Company's business to an extent substantially consistent
with the Executive's present business travel obligations;





(IV)  the
failure by the Company 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 of the Company,
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 Company or the business unit in which
the Executive is then employed;





(V)  the
failure by the Company 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 by the Company 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;





(VI)  the
failure by the Company 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 by the Company 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 by the
Company to provide the Executive with the number of paid vacation days to which
the Executive is entitled on the basis of years of service with the Company in
accordance with the Company's normal vacation policy at the time of the Change
in Control; or





(VII)  any
purported termination of the Executive's employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 7.1
hereof.  For purposes of this Agreement, no such purported termination
shall be effective.





The
Executive's right to terminate his or her employment with the Company 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)           "Notice
of Termination" shall have the meaning stated in Section 7.1
hereof.





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





(Q)           "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 Affiliates, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its Affiliates, (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.





(R)           "Potential
Change in Control" shall be deemed to have occurred if the conditions or events
set forth in any one of the following paragraphs shall have been satisfied or
shall have occurred:





(I)  the
Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control;





(II)  the
Company or any Person publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in
Control;





(III)  the
Board adopts a resolution to the effect that, for purposes of this Agreement, a
Potential Change in Control has occurred;





(IV)  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.





Notwithstanding
the foregoing, a "Potential Change of Control" shall not be deemed to occur if
(i) a Person acquired such beneficial ownership of 5% or more of the Company's
outstanding common shares but less than 20% and such Person has reported or is
required to report such ownership on Schedule 13G under the Exchange Act (or any
comparable or successor report); (ii) a Person acquired such beneficial
ownership of 5% or more of the Company's outstanding common shares and such
Person has reported or is required to report such ownership under Schedule 13D
under the Exchange Act (or any comparable or successor report), which Schedule
13D does not state any intention to or reserve the right to control or influence
the management or policies of the Company or engage in any of the actions
specified in Item 4 of such Schedule (other than the disposition of the common
shares) and, within 10 business days of being requested by the Company to advise
it regarding the same, certifies to the Company that such Person acquired common
shares amounting to 5% or more of the Company's outstanding common shares
inadvertently and who or which, together with all Affiliates thereof, thereafter
does not acquire additional common shares while the Beneficial Owner, as such
term is defined in or used by Regulation 13D-G as promulgated under the Exchange
Act, of 5% or more of the common shares then outstanding; provided, however,
that if the Person requested to so certify fails to do so within 10 business
days, then a Potential Change of Control shall be deemed to have occurred
immediately after such 10-Business-Day period; or (iii) any Person who becomes
the Beneficial Owner of 5% or more of the common shares then outstanding due to
the repurchase of common shares by the Company unless and until such Person,
after becoming aware that such Person has become the Beneficial Owner of 5% or
more of the common shares then outstanding, acquires beneficial ownership of
additional common shares representing 1% or more of the common shares then
outstanding.





(S)           "Potential
Change in Control Period" shall mean the period commencing on the occurrence of
a Potential Change in Control and ending upon the occurrence of a Change in
Control or, if earlier (i) with respect to a Potential Change in Control
occurring pursuant to Section 15(R)(I), immediately upon the abandonment or
termination of the applicable agreement, (ii) with respect to a Potential Change
in Control occurring pursuant to Section 15(R)(II), immediately upon a public
announcement by the applicable party that such party has abandoned its intention
to take or consider taking actions which if consummated would result in a Change
in Control or (iii) with respect to a Potential Change in Control occurring
pursuant to Section 15(R)(III) or (IV), upon the one year anniversary of the
occurrence of such Potential Change in Control (or such earlier date as may be
determined by the Board).





(T)           "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
Company's retirement policy, including early retirement, generally applicable to
its salaried employees.





(U)           "Severance
Payments" shall have the meaning set forth in Section







(V)           "Term"
shall mean the period of time described in Section 2 hereof (including any
extension, continuation or termination described therein).





(W)           "Total
Payments" shall mean those payments described in Section


6.3
hereof.




PPL
CORPORATION





By
      __________________________
                James
      H. Miller
                Chairman/President
      and CEO
                
                
                
                ____________________________
                [Name
      of Executive]
              __________________________
                Date
                
                
                
                
                __________________________
                Date