Exhibit
      10(h)







RETENTION
      AGREEMENT





THIS
      RETENTION AGREEMENT, effective as of _________, is made and entered into between
      PPL Corporation ("PPL") and ______________ (the "Executive").





WHEREAS,
      PPL recognizes the need to develop and retain the Executive; and





WHEREAS,
      PPL has determined that certain steps should be taken to encourage the Executive
      to remain with PPL;





WHEREAS,
      the Executive and PPL have entered into a Retention Agreement effective as
      of
      _______________ (the prior Retention Agreement), which the Executive and PPL
      desire to terminate, in its entirety, effective as of the date hereof, and
      in
      lieu thereof, enter into this Retention Agreement;





NOW **** THEREFORE,
      in consideration of the premises and the mutual covenants herein contained
      and
      intending to be legally bound, PPL and the Executive agree as
      follows:








**SECTION
      1. DEFINITIONS.**





The
      following definitions are applicable to this Retention Agreement:





**1.1
      “Affiliated Company” or “Affiliated Companies”** means
      any parent or majority or 50% owned subsidiaries of PPL (or companies, limited
      liability companies or other legal entities under common control with PPL)
      including entities that are members of the same controlled group of corporations
      (within the meaning of Section 1563(a) of the Code) as PPL.





**1.2
      “Board”** means
      the Board of Directors of PPL.








**1.3
      “Code”** means
      the Internal Revenue Code of 1986, as may be amended from time to time.





**1.4
      “Committee”** means
      two or more non-employee directors, unless otherwise determined by the Board,
      who have been designated by the Board to act as the Committee and qualify as
      non-employee directors under the Exchange Act.





**1.5
      “Common Stock”** means
      the common stock of PPL.





**1.6
      “Disability”** or **“Disabled”** means
      the inability of the Executive to perform each and every duty pertaining to
      the
      Executive's regular occupation by reason of any medically determinable physical
      or mental impairment which can be expected to result in death or which has
      lasted or can be expected to last for a continuous period of not less than
      six
      months.





**1.7
      “Exchange Act”** means
      the Securities Exchange Act of 1934, as amended from time to time. Reference
      in
      this Retention Agreement to any section of the Exchange Act shall be deemed
      to
      include any amendments or successor provisions to such section and any rules
      promulgated thereunder.





**1.8
      “Fair Market Value”** means
      the average of the high and low sale prices of the Common Stock as reflected
      in
      the New York Stock Exchange Composite Transactions on the date as of which
      Fair
      Market Value is being determined or, if no Common Stock is traded on the date
      as
      of which Fair Market Value is being determined, Fair Market Value shall be
      the
      average of the high and low sale prices of the Common Stock as reflected in
      the
      New York Stock Exchange Composite Transactions on the next preceding day on
      which the Common Stock was traded.





**1.9
      "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) PPL or any of its subsidiaries, (ii) a trustee or other fiduciary
      holding securities under an employee benefit plan of PPL or any of its
      subsidiaries, (iii) an underwriter temporarily holding securities pursuant
      to an
      offering of such securities, or (iv) a corporation owned, directly or
      indirectly, by the stockholders of PPL in substantially the same proportions
      as
      their ownership of stock of PPL.





**1.10
      “Termination for Cause”** means
      the termination by PPL or an Affiliated Company of the Executive’s employment
      due to the willful violation of any PPL or an Affiliated Company policy
      (including PPL’s Standards of Conduct and Integrity or any successor thereto),
      violation of any lawful direction of PPL or an Affiliated Company, gross
      negligence in the performance of duties, or commission of a felony.








**SECTION
      2. RESTRICTED STOCK AWARDS**





**2.1** In order
      to induce the Executive to remain in the employ of PPL or an Affiliated Company,
      the Committee has authorized an award under Section 11 of the PPL Corporation
      Incentive Compensation Plan [for Key Employees] (the “Award”) to the Executive
      of _0,000 shares of Common Stock (“Shares”) with a restriction period that will
      lapse, unless the restrictions lapse sooner or later pursuant to Section 2.2
      or
      2.3 of this Retention Agreement, on [_date______] (the “Lapse Date”), provided
      the Executive has remained in continuous employment with PPL or an Affiliated
      Company until such date. Such Award shall constitute a "retention agreement
      amount" in the Executive's Severance Agreement concerning change in
      control.





**2.2** In the
      event of the Executive's death or Disability while in the employ of PPL or
      an
      Affiliated Company prior to the Lapse Date, the Award will be prorated by
      multiplying the amount of shares that would have been free of restriction at
      the
      Lapse Date by a fraction, the numerator of which will be the years of actual
      service of the Executive from the date of the Award up to the date of death
      or
      Disability, and the denominator of which will be the number of years of service
      the Executive would have had if the Executive had maintained active employment
      from the date of the Award until the Lapse Date.





**2.3**
      The restrictions on the Award shall lapse and the Shares underlying the Award
      will become nonforfeitable if PPL has a "Change in Control," as defined in
      the
      Executive's Severance Agreement concerning change in control, and, on or
      subsequent to such "Change in Control," the Executive's employment is terminated
      involuntarily but not as a Termination for Cause.


**2.4**  As
      a
      condition of receiving the Award, the Executive shall agree in writing to notify
      PPL within 30 days of the date of execution of this Retention Agreement whether
      the Executive has made an election under Section 83(b) of the Code to report
      the
      value of the Shares as income on the date of the grant. An Award of Shares
      shall
      be restricted as provided herein. The Shares shall be issued without the payment
      of consideration by the Executive. The certificates for the Shares shall be
      issued in the name of the Executive to whom the Award is made, shall be retained
      by PPL on behalf of the Executive (together with a stock power endorsed in
      blank) and shall bear a restrictive legend prohibiting the sale, transfer,
      pledge or hypothecation of the Shares until the Lapse Date. The Committee may
      also impose such other restrictions and conditions on the Shares as it deems
      appropriate.





On
      the
      Lapse Date, if all conditions in this Retention Agreement have been met, all
      restrictions on the Award will expire and new certificates representing the
      Shares will be issued without the restrictive legend described in Section 5.11.
      As a condition precedent to the receipt of these new certificates, the Executive
      (or the Executive's designated beneficiary or personal representative) will
      agree to make payment to PPL or an Affiliated Company of the amount of any
      federal, state or local taxes, payable by the Executive, which are required
      to
      be withheld by PPL or an Affiliated Company with respect to the
      Award.








**SECTION
      3.**  **FORFEITURE
      OF AWARD**





**3.1** The
      Executive shall forfeit all rights to the Award if the Executive retires or
      resigns employment with PPL or an Affiliated Company prior to the Lapse Date,
      unless, in the case of a resignation, the Executive resigns to immediately
      assume, and does assume, another position with PPL or an Affiliated Company.





**3.2** If the
      Executive's employment ends as a result of a Termination for Cause, the
      Executive shall forfeit all rights to the Award.





**3.3** Any
      Shares which are forfeited hereunder will be transferred to PPL.








**SECTION
      4. MISCELLANEOUS PROVISIONS.**





**4.1**  **Nontransferability.** No
      benefit or right provided under this Retention Agreement shall be subject to
      alienation or assignment by an Executive (or by any person entitled to such
      benefit pursuant to the terms of the Retention Agreement) or subject to
      attachment or other legal process of whatever nature. Any attempted alienation,
      assignment or attachment shall be void and of no effect. Payment shall be made
      only to the Executive entitled to receive the same or to the Executive's
      authorized legal representative. PPL and all Affiliated Companies will observe
      the terms of this Retention Agreement unless and until ordered to do otherwise
      by a state or federal court. As a condition of participation, each Executive
      agrees to hold PPL and all Affiliated Companies harmless from any claim that
      arises out of PPL's or an Affiliated Company's obeying any such order whether
      such order affects a judgment of such court or is issued to enforce a judgment
      or order of another court.





**4.2
      No Employment Right** .
      Neither
      this Retention Agreement nor any action taken hereunder shall be construed
      as
      giving any right to be retained as an employee of PPL or any Affiliated
      Company.





**4.3**  **Tax
      Withholding** .
      PPL may
      require, as a condition of delivery of the Award, that the Executive remit
      an
      amount sufficient to satisfy all federal, state and local tax withholding
      requirements related thereto. In addition, PPL may deduct from any salary or
      other payment due to such Executive, an amount sufficient to satisfy all
      federal, state and local tax withholding requirements related to the Award.
      Without limiting the generality of the foregoing, the Executive may elect to
      satisfy all or part of the foregoing withholding requirements by delivery of
      unrestricted shares of Common Stock owned by the Executive for at least six
      months (or such other period as PPL may determine), having a Fair Market Value
      (determined as of the date of such delivery by Executive) equal to all or part
      of the amounts to be so withheld. As a condition of accepting such delivery,
      PPL
      may require the Executive to furnish an opinion of counsel acceptable to PPL
      to
      the effect that such delivery will not result in the Executive incurring any
      liability under Section 16(b) of the Exchange Act. Alternatively, PPL may permit
      any such delivery to be made by withholding certain shares of the Award from
      the
      shares otherwise issuable pursuant to the Award giving rise to the tax
      withholding obligation (in which event the shares shall be valued at their
      Fair
      Market Value on the date when the withholding taxes are otherwise
      due).





**4.4**  **Government
      and Other Regulations** .
      The
      obligation of PPL to make payment for the Award shall be subject to all
      applicable laws, rules and regulations, and to such approvals by any government
      agencies.





**4.5
      Changes in Capital Structure** .
      In the
      event of any change in the outstanding shares of Common Stock by reason of
      any
      stock dividend or split, recapitalization, combination or exchange of shares
      or
      other similar changes in the Common Stock, appropriate adjustments shall be
      made
      to the number and/or kind of shares awarded under the Award, as may be
      determined by the Committee in its sole discretion. Such adjustments shall
      be
      conclusive and binding for all purposes. Additional Shares issued to the
      Executive as the result of any such change shall bear the same restrictions
      as
      the shares of Common Stock to which they relate. Without limiting the generality
      of the foregoing, in connection with a change in capital structure, the
      Committee may provide, in its sole discretion, for the cancellation of any
      outstanding Awards in exchange for payment in cash or other property of the
      Fair
      Market Value (on the date of such exchange) of the Shares covered by such
      Awards.





**4.6**  **Company
      Successors** .
      In the
      event PPL becomes a party to a merger, consolidation, sale of substantially
      all
      of its assets or any other corporate reorganization in which PPL will not be
      the
      surviving corporation or in which the holders of the Common Stock will receive
      securities of another corporation, then such other corporation shall assume
      the
      rights and obligations of PPL under this Retention Agreement.





**4.7**  **Governing Law** .
      All
      matters relating to this Retention Agreement and to the Award granted hereunder
      shall be governed by the laws of the Commonwealth of Pennsylvania without regard
      to its conflict of laws principles.





**4.8**  **Relationship
      to Other Benefits** .
      The
      Award shall not be taken into account in determining any benefits under any
      pension, retirement, profit sharing, disability or group insurance plan of
      PPL
      or any Affiliated Company except as may be required by federal tax law and
      regulation or to meet other applicable legal requirements.





**4.9
      Dividends and Voting Rights** .
      Subject
      to the restrictions set forth in this Retention Agreement, the Executive shall
      possess all incidents of ownership of the Shares granted hereunder, including
      the right to receive dividends with respect to such Shares and the right to
      vote
      such Shares.





**4.10
      Administration** .
      The
      Committee shall have final authority to interpret and construe this Retention
      Agreement and to make any and all determinations thereunder, and its decision
      shall be binding and conclusive upon the Executive and his legal representative
      in respect of any questions arising under this Retention Agreement. The
      Committee shall have the authority to delegate any and all of its authority
      under this Retention Agreement to any employee or group of employees of PPL
      or
      an Affiliated Company.





**4.11
      Certificate; Restrictive Legend** .
      The
      Executive agrees that any certificate issued for Shares prior to the lapse
      of
      any outstanding restrictions relating thereto shall be inscribed with the
      following legend:





**This
      certificate and the shares of stock represented hereby are subject to the terms
      and conditions, including forfeiture provisions and restrictions against
      transfer (the "Restrictions"), contained in the Retention Agreement entered
      into
      between the registered owner and PPL. Any attempt to dispose of these shares
      in
      contravention of the Restrictions, including by way of sale, assignment,
      transfer, pledge, hypothecation or otherwise, shall be null and void and without
      effect.**





**4.12
      Entire Agreement** .
      [The
      prior Retention Agreement effective as of __________________ is hereby
      terminated and void.] This Retention Agreement contains the entire agreement
      and
      understanding of the parties hereto with respect to the subject matter contained
      herein and therein and supersedes all prior communications, representations
      and
      negotiations in respect thereto.





**4.13
      Titles and Headings** .
      The
      titles and headings of the sections in this Retention Agreement are for
      convenience of reference only, and in the event of any conflict, the text of
      the
      Retention Agreement, rather than such titles or headings, shall
      control.





PPL
                CORPORATIONBy:
            __________________________________
              James
                H. Miller
              Chairman/President
                and CEO
            
            
            __________________________________
              Date__________________________________
              Executive
            
            
            __________________________________
              Date Individual
          Information for Named Executive
          Officers under Retention Agreements
 
 **Named
                    Executive Officer**
                **Retention
                    Share Amount**
                **Restriction
                    Lapse Date****James
                    H. Miller**
                **60,000
                    Shares**
                **October
                    1, 2008****Paul
                    T. Champagne**
                **60,000
                    Shares**
                **May
                    23, 2018****Bryce
                    L. Shriver**
                **52,500
                    Shares**
                **January
                    28, 2008****Paul
                    A. Farr**
                **40,000
                    Shares**
                **April
                    27, 2027**