Exhibit
      10(i)











**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, 2008; provided, however, that commencing on January
      1, 2008 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 this Section 6.1 (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.





( 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), less (iii) the sum of the values on the date of the termination of
      Executive's employment, of the shares subject to the Retention Agreement entered
      into between the parties effective [enter date] ("Retention Agreement") that
      become nonforfeitable as a result of such termination of employment and any
      amounts designated under any other agreement or agreements with Executive as
      "Retention Agreement Amounts" for purposes of this Agreement. 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 6.2 hereof), such health insurance
      benefits shall be provided through a third-party insurer. Benefits otherwise
      receivable by the Executive pursuant to this Section 6.1(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
      6.1(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 6.1(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
      6.1
      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 . 2  (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, the Retention 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 . 3 The
      payments provided in subsection 6.1(A), (C) and (D) hereof and Section 6.2
      hereof shall be made not later than the fifth day 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 6.1 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 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 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: individ-uals who, on the date hereof,
      constitute the Board and any new direc-tor (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 direc-tors 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 previ-ously 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 con-solidation which would result in the voting
      securities of the Company outstanding immediately prior to such merger or
      consolidation contin-uing to represent (either by remaining outstanding or
      by
      being con-verted 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 the 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 6.1 hereof.





(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 6.2
      hereof.





PPL
                CORPORATIONBy:
            __________________________________
              James
                H. Miller
              Chairman/President
                and CEO
            
            
            __________________________________
              Date__________________________________
              [Name
                of Executive]
            
            
            __________________________________
              Date