PPL Corporation Form 8-K February 1, 2006

0000922224-06-000007.txt : 20060201 0000922224-06-000007.hdr.sgml : 20060201 20060201151113 ACCESSION NUMBER: 0000922224-06-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL CORP CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 0819 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11459 FILM NUMBER: 06569399 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 181011179 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 8-K 1 ppl8k02-01_corp.htm PPL CORPORATION FORM 8-K FEBRUARY 1, 2006 PPL Corporation Form 8-K February 1, 2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2006

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.

1-11459	PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-2758192

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Named Executive Officer Compensation Matters

Base Salary Changes

On January 26, 2006, the Compensation and Corporate Governance Committee (“C&CGC”) of the Board of Directors of PPL Corporation (the “Company”) approved the annual base salaries, effective as of January 1, 2006, of the Company's “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) after a review of performance and competitive market data. The following table sets forth the annual base salary levels of the Company's named executive officers for 2006 and 2005:

Name and Position	Year	Salary ($)
William F. Hecht Chairman and Chief Executive Officer	2006 2005	1,225,000 1,125,000
James H. Miller President and Chief Operating Officer	2006 2005	800,000 750,000
John R. Biggar Executive Vice President and Chief Financial Officer	2006 2005	520,000 495,000
Paul T. Champagne President-PPL EnergyPlus, LLC	2006 2005	400,000 400,000
Roger L. Petersen President-PPL Development Company, LLC	2006 2005	385,000 365,000

Short-term Incentive Cash Awards

On January 26, 2006, the C&CGC authorized annual incentive cash (i.e., bonus) awards to each of the Company's named executive officers for 2005 performance. The annual incentive cash awards were made pursuant to the Company's Short-term Incentive Plan. The incentive cash awards were made to these executive officers for the achievement of specific, independent goals established by the C&CGC in March 2005 and measured by the Committee in January 2006. For 2005, the following award targets as a percentage of base salary were established for each executive officer: Chief Executive Officer-100%; President-75%; Executive Vice President-65%; and Senior Vice President and Presidents of principal operating subsidiaries-50%. The annual incentive cash awards were made by applying these target percentages to the percentage of goal attainment as determined by the C&CGC. The goal categories for 2005 included specific financial and operational measures for the Company and its subsidiaries designed to enhance the Company's position for success in the competitive market. The weightings for each of these categories are generally allocated 60% to the Company's earnings per share and enhanced shareowner value, and 40% to the financial and operational performance of the Company's principal operating subsidiaries. Included in the operating goals were specific requirements tied to continued compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including enhancing the efficiency of the compliance process. In the case of Messrs. Champagne and Petersen, more weight was given to the performance in 2005 of the particular operating subsidiary of which each is the President.

The following table sets forth the annual incentive cash awards for the named executive officers based on 2005 performance:

Name and Position	Bonus ($)
William F. Hecht Chairman and Chief Executive Officer	1,236,400
James H. Miller President and Chief Operating Officer	618,200 (1)
John R. Biggar Executive Vice President and Chief Financial Officer	353,600 (1)
Paul T. Champagne President-PPL EnergyPlus, LLC	201,600 (2)
Roger L. Petersen President-PPL Development Company, LLC	200,600 (3)

(1)		Includes $154,550 and $88,400 that Messrs. Miller and Biggar, respectively, exchanged for restricted stock units under the terms of the Company's Cash Incentive Premium Exchange Program.
(2)		Includes $181,440 that Mr. Champagne elected to defer under the Company’s Officer’s Deferred Compensation Plan.
(3)		Mr. Petersen elected to defer his entire incentive cash award under the Company’s Officer’s Deferred Compensation Plan.

Also, on January 26, 2006, the C&CGC awarded a cash bonus payment to Mr. Champagne of $16,000.

Long-term Incentive Equity Awards

On January 26, 2006, the C&CGC authorized grants to the Company's named executive officers of long-term incentive equity awards pursuant to the Company's Incentive Compensation Plan. These grants consisted of (i) two restricted stock unit awards with a three-year restriction period, based on the achievement of criteria established by the C&CGC in March 2005 and measured by the Committee in January 2006, and (ii) one stock option award, except that Mr. Hecht received an additional grant of restricted stock units in lieu of the stock option award that he otherwise would have been granted. One of the grants of restricted stock units was based on the achievement of sustained financial and operational results, which was determined by C&CGC by averaging the most recent three years of annual performance measures used for the annual short-term incentive cash awards. The second grant of restricted stock units was based on the achievement of specific strategic objectives to increase shareowner value through implementation of certain long-term corporate initiatives, including actions to influence the evolution of government policies toward more competitive markets, develop an internal corporate structure to optimize the Company's wholesale hedging strategy, develop and retain management skills and establish the financial profile necessary to optimize growth opportunities as the wholesale electricity markets strengthen. The exercise price of the stock option awards is the fair market value of the Company’s common stock on the date of grant.

For 2005, the following long-term incentive equity award targets as a percentage of base salary were established for each executive officer:

Long-term Incentive Program	Restricted Stock Units		Stock Options
Long-term Incentive Program	(Targets as % of Salary)
Position	Sustained Financial and Operational Results	Strategic Objective Results	Stock Price Performance
Chief Executive Officer	75%	75%	150%
President	60%	60%	120%
Executive Vice President	60%	60%	120%
Senior Vice President and Presidents of principal operating subsidiaries	40%	40%	80%

The following table sets forth the long-term incentive equity awards made in January 2006 to the named executive officers:

	Restricted Stock Units (1)		Stock Options (2)
Name and Position	Sustained Financial and Operational Results	Strategic Objective Results	Stock Price Performance
William F. Hecht Chairman and Chief Executive Officer	30,850	27,990	0 (4)
James H. Miller President and Chief Operating Officer (3)	16,450	14,930	198,940
John R. Biggar Executive Vice President and Chief Financial Officer (3)	10,860	9,850	131,300
Paul T. Champagne President-PPL EnergyPlus, LLC	5,850	5,310	70,730
Roger L. Petersen President-PPL Development Company, LLC	5,340	4,840	64,540

(1)		The number of restricted stock units awarded are equivalent to the dollar value (based upon the fair market value of the Company’s common stock on the date of grant) of the percentage applied to base pay in effect at the end of 2005.
(2)		The exercise price of the stock option awards is $30.14. The stock options become exercisable over a three-year period from the date of grant in equal installments and expire no later than January 25, 2016.
(3)		Messrs. Miller and Biggar also were granted 7,180 and 4,100 restricted stock units, respectively, pursuant to the terms of the Company's Cash Incentive Premium Exchange Program.
(4)		In lieu of the stock option award that Mr. Hecht otherwise would have been granted, the C&CGC granted Mr. Hecht an additional 55,990 restricted stock units under the Incentive Compensation Plan, calculated based on the dollar value of such stock option award divided by $30.14, the fair market value of the Company’s common stock on the date of grant. The restricted stock units have a three-year restriction period, except that if Mr. Hecht retires within the restriction period, the restricted stock units will vest one year following his retirement.

Attached as Exhibits to this Current Report on Form 8-K are the forms of Stock Option and Restricted Stock Unit Agreements for the above-described long-term equity incentive awards.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective January 30, 2006, the Company appointed Jerry Matthews Simmons, Jr. (“Matt”), as Vice President and Controller. Mr. Simmons will report to Paul A. Farr, the Company’s Senior Vice President-Financial. Mr. Farr had also been serving as the Company’s Controller since August 2004, and will continue to be deemed the Company’s principal accounting officer through the completion of the Company’s first fiscal quarter of 2006. Thereafter, Mr. Simmons will be deemed the Company’s principal accounting officer.

Prior to joining the Company, Mr. Simmons, 40, served as Vice President-Finance and Controller for Duke Energy Americas in Houston, Texas since January 2004. He joined Duke in September 2003 as Vice President and Controller of Duke Energy North America. Prior to joining Duke, Mr. Simmons was employed at Reliant Energy, Inc. in various capacities, including Chief Risk and Accounting Officer for Reliant Energy Europe, Inc. from January 1999 to September 2003. Mr. Simmons is a Certified Public Accountant and was a senior manager of PricewaterhouseCoopers LLP (“PwC”) before joining Reliant Energy in January 1999. While at PwC, Mr. Simmons was not engaged on the Company’s financial statement audit.

Under the terms of his employment arrangement with the Company, Mr. Simmons will receive a first-year annualized base salary of $225,000, and a cash sign-on bonus of $100,000 after one month of employment. If he voluntarily leaves the Company prior to completion of one full year of service, he would be required to return the sign-on bonus to the Company. Mr. Simmons also received (1) 4,120 restricted stock units, subject to a three-year restriction period, and (2) options to purchase 26,110 shares of the Company’s common stock at a price equal to the fair market value of the stock on the date of grant. The options become exercisable in three equal annual installments beginning on the first anniversary of their grant date. As an elected officer, Mr. Simmons also will be eligible for various annual incentives, including annual cash incentive awards and equity incentive awards in the form of restricted stock units and stock options under the Company’s Incentive Compensation Plan. His base salary and cash incentive awards will be determined and awarded annually by the Company’s Corporate Leadership Council and his equity incentive awards will be determined and awarded annually by the C&CGC. Mr. Simmons also will be entitled to participate in the PPL Supplemental Executive Retirement Plan and other compensation and benefits programs that are available to the Company’s elected officers generally.

If Mr. Simmons’ employment is terminated within one year of his appointment for any reason other than “for cause,” the Company will pay him a severance payment equal to his annual base salary. If his employment is terminated for reasons other than “for cause” after his first year of employment, he will continue to receive his base salary for a period of 52 weeks or until he secures alternative employment, whichever occurs first, subject to certain conditions.

The Company also has entered into an agreement with Mr. Simmons that provides him benefits upon certain terminations of employment following a “change in control” of the Company (as such term is defined in the agreement). Specifically, the benefits would be payable if, after a change in control, Mr. Simmons’ employment with the Company is terminated involuntarily, but not “for cause,” or he voluntarily terminates his employment with the Company for “good reason” (as such terms are defined in the agreement). The benefits include a lump sum payment equal to two times the sum of Mr. Simmons’ annual salary plus cash bonus. This agreement would also extend Mr. Simmons’ group life, disability, accident and health insurance coverage for a two-year period following the termination of employment.

Mr. Simmons also has been appointed as Vice President and Controller of the Company’s subsidiaries, PPL Electric Utilities Corporation and PPL Energy Supply, LLC, effective January 30, 2006, and will deemed the principal accounting officer of those entities at the same time that he is deemed the principal accounting officer of PPL Corporation.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits

	10(a) -	Form of Stock Option Agreement for stock option awards under the Company’s Incentive Compensation Plan (“ICP”)
	10(b)-	Form of Restricted Stock Unit Agreement for restricted stock unit awards under the ICP
	10(c)-	Form of Restricted Stock Unit Agreement for restricted stock unit awards under the ICP pursuant to the Company’s Cash Incentive Premium Exchange Program
	10(d)-	Form of Restricted Stock Unit Agreement with Mr. Hecht for additional restricted stock unit award under the ICP

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PPL CORPORATION

	By:	/s/ Paul A. Farr Paul A. Farr Senior Vice President-Financial

Dated: February 1, 2006

EX-10.A 2 ppl8k02-01_exhibit10a.htm EXHIBIT 10(A) Exhibit 10(a)

Exhibit 10(a)

PPL CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

This Letter Agreement will confirm a grant to you of a non-qualified Stock Option (“Stock Option”) of PPL Corporation Common Stock under the PPL Incentive Compensation Plan ("ICP") or PPL Incentive Compensation Plan for Key Employees ("ICPKE") (the “Plan”).

1. GRANT OF OPTIONS. The Company hereby grants to you a Stock Option to purchase all or any part of the number of shares of Common Stock of the Company as shown on Exhibit A of this Agreement on the terms and conditions as set forth herein and in the Plan.

2. OPTION PRICE. The price at which the option shares may be purchased under the Stock Option (the “Option Price”) is shown on Exhibit A of this Agreement.

3. DURATION AND EXERCISE OF THE OPTIONS. The Stock Option shall be exercisable upon the terms and conditions of the Plan, as supplemented by this Agreement, and not otherwise.

The Stock Option shall become exercisable in installments upon the earliest exercisable date for such installment set out on Exhibit A.

The Stock Option must be exercised in portions of not less than 100 shares, or any integral multiple thereof, except to complete the exercise of the Stock Option grant. The Stock Option may not be exercised subsequent to the day before the tenth anniversary of the date of grant.

4. METHOD OF EXERCISE. The Stock Option may be exercised, during your lifetime, only by you. Exercise of the Stock Option shall be by appropriate written notice delivered to the Vice President-Human Resources, or such person as is designated by the Vice President-Human Resources from time to time, accompanied by valid payment in the form of or through: (a) a check payable to the order of the Company; (b) an attestation form confirming your current ownership of whole shares of Company Common Stock sufficient to cover the cost of exercise for the shares to be purchased, together with a check payable to the order of the Company for any shortfall; (c) a cashless exercise of your stock option effected through your own broker, in the case of Stock Options awarded under the ICP, and PPL's arrangement with Merrill Lynch, in the case of Stock Options awarded under the ICPKE; or (d) through any other payment method authorized by the Company.

5. APPLICABILITY OF THE PLAN. This Agreement and the Stock Option granted hereunder are subject to all of the terms and conditions of the Plan, which are hereby incorporated by reference, and may not be assigned or transferred, except by will or the laws of descent and distribution in the case of the death of an optionee.

6. WITHHOLDING TAXES. Upon exercise of the Stock Option, you must arrange for the payment to the Company of all applicable withholding taxes resulting from such exercise promptly after you have been notified of the amount thereof by the Vice President-Human Resources, or his/her designee. Shares may be withheld to pay withholding taxes if you have made a proper election to pay withholding taxes in this manner.

7. RETIREMENT. "Retirement" means termination of employment with the Company and your election for monthly retirement benefits to commence immediately under the PPL Retirement Plan, or, if you are not a participant of the PPL Retirement Plan, you elect immediate commencement of benefits under any other defined benefit pension plan, whether or not tax qualified (such as the PPL SERP). On Retirement, Stock Options become exercisable immediately for all Stock Options awarded under the ICPKE. For ICP participants, on retirement, all Stock Options at least one year old become exercisable immediately.

8. DEATH OR LONG-TERM DISABILITY. On death or eligibility for benefits under the PPL Long Term Disability plan, the term of all your Stock Options will end in 36 months after such death or eligibility or, if earlier, on the tenth anniversary of the date of grant. Your death Beneficiary may exercise the Stock Options on your behalf after death.

9. TERMINATION OF EMPLOYMENT. If your employment is terminated, voluntarily or involuntarily, and you are not eligible for or do not elect immediate commencement of monthly retirement benefits under the PPL Retirement Plan (or other defined benefit pension plan if not a PPL Retirement Plan participant), the term of all your Stock Options ends 60 days after such termination of employment, and any options that are not then exercisable shall terminate and be of no further force and effect.

10. CHANGE IN CONTROL. In the event of a Change in Control, all Stock Options of any kind are immediately exercisable. The term of all Stock Options then ends 36 months after termination of employment or, if earlier, on the tenth anniversary of the date of grant.

11. DEFINITIONS; CONFLICT. Capitalized terms not otherwise defined shall have the meaning specified in the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

12. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the grant nor the exercise of the option shall confer on you any right to be retained in the employ of the Company or its subsidiaries, or to receive subsequent options or other awards under the Plan. The right of the Company or any subsidiary to terminate your employment with it at any time or as otherwise provided by any agreement between the Company or any subsidiary and you is specifically reserved.

13. APPLICABLE LAW. The validity, construction, interpretation, administration, and effect of the Plan, and of its rules and regulations, and rights relating to the Plan and to this Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the Commonwealth of Pennsylvania.

14. NO RIGHTS OF SHAREHOLDER. You shall not have any of the rights of a shareholder with respect to shares subject to the option except to the extent that such shares shall have been issued to you upon the exercise of the option.

15. AMENDMENT. The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate (including, but not limited to, the acceleration provisions), provided, however, that no such amendment shall, without your consent, diminish your rights under this Agreement.

____________

To confirm your acceptance of the foregoing, kindly sign and promptly return one copy of Exhibit A of this Letter Agreement to the Company.

Sincerely,

PPL Corporation

By /s/ William F. Hecht

William F. Hecht

Chairman & CEO

Exhibit A

STOCK OPTION AGREEMENT

Non-Qualified

Stock Option Granted To: «First_Name» «Last_Name» SSN: «SSN»

Plan: «Plan»

Grant Date: _____________________

Installment	Number of Stock Options	Earliest Exercisable Date

1.	«options1»	«Vdate1»
2.	«options2»	«Vdate2»
3.	«options3»	«Vdate3»

Option Price: $«price»

_____________________________________

Optionee

_____________________________________

Date

EX-10.B 3 ppl8k02-01_exhibit10b.htm EXHIBIT 10(B) Exhibit 10(b)

Exhibit 10(b)

PPL Corporation

Restricted Stock Unit Agreement

This Letter Agreement will confirm a grant to you of Restricted Stock Units ("Units") of PPL Corporation Common Stock under the PPL Incentive Compensation Plan or the PPL Incentive Compensation Plan for Key Employees (the "Plan").

2. Issuance of Stock. Upon the lapse of restrictions on your Units, PPL Corporation's Investor Relations specialists will implement a procedure to identify PPL Corporation common stock in the number of shares you are entitled to receive after the lapse of restrictions on your Units. Pursuant to Paragraph 5, the total number of shares will be reduced by that number of shares equal in value to your income tax withholding obligation. PPL Corporation uses a stock transfer agent to place common stock in your name. For issuance of common stock under the Incentive Compensation Plan for Key Employees, the transfer of common stock to pay income tax withholding may be delayed until after the first quarter dividend record date, in order to provide dividends on the shares to participants prior to the sale of the shares. However, for retirement, death or disability, or change in control (paragraphs 6, 7, and 9), there shall be no delay in the transfer of common stock. Depending upon market volatility, holidays, and whether the Company elects to use treasury shares, unissued shares, or purchase on the open market, there will be a delay between the date the restrictions on your Units lapse and the date shares are registered in your name. This time lapse will normally not exceed 15 days and will not in any event exceed 30 days. Your shares will be registered in your name and deposited into a PPL Dividend Reinvestment Program ("DRIP") account.

3. Dividend Equivalents. With respect to each dividend or distribution paid or made on Common Stock to holders of record while you hold Units hereunder, you shall be paid a dollar equivalent as salary at approximately the same time such dividend or distribution on Common Stock is paid or made, but in no event later than March 15 of the year following the calendar year of the dividend or distribution on common stock.

4. Applicability of the Plan. This Agreement and the Units granted hereunder are subject to all the terms and conditions of the Plan, which are hereby incorporated by reference, and may not be assigned or transferred, except by will or the laws of descent and distribution in the case of your death.

5. Withholding Taxes. Upon the lapse of restrictions on your Units and receipt of shares pursuant to Paragraph 4 (the “Payment Event”), the Company will pay all applicable withholding taxes by withholding from the shares otherwise payable to you shares of common stock equivalent in value (calculated based on the stock price on the date of the Payment Event) to the dollar amount of withholding taxes for which you are obligated.

6. Retirement. "Retirement" means termination of employment with the Company and your election for monthly retirement benefits to commence immediately under the PPL Retirement Plan, or, if you are not a participant in the PPL Retirement Plan, you elect or are eligible for immediate commencement of benefits under any other defined benefit pension plan, whether or not tax qualified (such as the PPL SERP). Upon retirement all restrictions on your Units lapse, and the income tax withholding and issuance of stock set forth above will take place; provided that such issuance shall be delayed until six months after termination of employment if you are a “specified employee” for purposes of Code Section 409A, if such delay is necessary to avoid imposition of tax under Code Section 409A.

7. Death or Long-Term Disability. On your death or your receipt of benefits under the PPL Long Term Disability Plan for three months (by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months), restrictions on your Units shall lapse in the same manner as if you continued working until you were age 65, except that the six-month delay otherwise applicable to "specified employees" under Code Section 409A shall not apply. Units shall be paid to your beneficiary in the event of your death.

8. Termination of Employment. If your employment is terminated, voluntarily or involuntarily, and you are not eligible for or do not elect immediate commencement of monthly retirement benefits under the PPL Retirement Plan (or other defined benefit pension plan if not a PPL Retirement Plan participant), all of your Units will be automatically forfeited.

9. Change in Control. In the event of a "change in ownership or effective control" of PPL Corporation, as defined in the Plan, restriction on all Units will immediately lapse and payment of stock shall occur in accordance with the provisions of Paragraph 2.

10. Definitions; Conflict. Capitalized terms not otherwise defined shall have the meaning specified in the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

11. No Right to Continued Employment. The grant of Units shall not confer on you any right to be retained in the employ of the Company or a subsidiary, or to receive subsequent Units or other awards under the Plan. The right of the Company or any subsidiary to terminate your employment with it at any time or as otherwise provided by any agreement between the Company or any subsidiary and you is specifically reserved.

12. Applicable Law. The validity, construction, interpretation, administration, and effect of the Plan, and of its rules and regulations, and rights relating to the Plan and to this Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the Commonwealth of Pennsylvania.

13. No Rights of a Shareholder. You shall not have any rights of a shareholder with respect to shares issuable hereunder except to the extent shares have been issued to you as a result of the lapse of restrictions on your Unit.

14. Amendment. The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner it deems appropriate; provided that no such amendment shall, without your consent, diminish your rights under this Agreement.

____________

To confirm your acceptance of the foregoing, kindly sign and promptly return one copy of Exhibit A of this Letter Agreement to the Company.

Sincerely,

PPL Corporation

By: /s/ William F. Hecht

William F. Hecht

Chairman & CEO

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Unit Award

Restricted Stock Units Granted To: «First_Name» «Last_Name» SSN: «SSN»

Plan: Incentive Compensation Plan

Incentive Compensation Plan for Key Employees [Delete one]

Date of Award: ______________________

Date Restrictions on Restricted Stock Units lapse:______________________

Signature of Employee:______________________

Date:______________________

EX-10.C 4 ppl8k02-01_exhibit10c.htm EXHIBIT 10(C) Exhibit 10(c)

Exhibit 10(c)

PPL Corporation

Restricted Stock Unit Agreement

For Cash Incentive Premium Exchange Program

1. Grant of Units. The Company hereby grants to you Units representing a future delivery of a specified number of shares of common stock of the Company at a specified time, as shown on Exhibit A of this Agreement, under the terms and conditions set forth herein and the Plan. Units representing an original cash incentive award amount you have elected to defer is the "Deferral Amount," and the Units representing an additional 40% is the "Premium."

6. Retirement. "Retirement" means termination of employment with the Company and your election for monthly retirement benefits to commence immediately under the PPL Retirement Plan, or, if you are not a participant in the PPL Retirement Plan, you elect or are eligible for immediate commencement of benefits under any other defined benefit pension plan, whether or not tax qualified (such as the PPL SERP). Upon retirement all restrictions on your Deferral Amount lapse, and the income tax withholding and issuance of stock set forth above will take place; provided that such issuance shall be delayed until six months after termination of employment if you are a “specified employee” for purposes of Code Section 409A, if such delay is necessary to avoid imposition of tax under Code Section 409A. If you retire before age 60, your Premiums are forfeited. If you retire at or after age 60, restrictions on your Premiums lapse on a pro rata basis, determined by multiplying the Premium by a fraction equal to months employed after grant of the Premium divided by 36, but not in excess of 100%.

7. Death or Long-Term Disability. On your death or your receipt of benefits under the PPL Long Term Disability Plan for three months (by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months), restrictions on your Units shall lapse, on both the Deferral Amount and the Premium, except that the six-month delay otherwise applicable to "specified employees" under Code Section 409A shall not apply. Units shall be paid to your beneficiary in the event of your death.

8. Termination of Employment. If your employment is terminated voluntarily, the restrictions on your Deferral Amount will lapse. If you are under age 60, or are over age 60 and do not elect immediate commencement of monthly retirement benefits under the PPL Retirement Plan (or other defined benefit pension plan if not a PPL Retirement Plan participant), your Premiums are forfeited. If you are terminated involuntarily for cause, your Deferral Amount restrictions will lapse but your Premiums are forfeited. If you are terminated involuntarily, but not for cause, your Deferral Amount restrictions will lapse, and restrictions on your Premiums lapse on a pro rata basis, determined by multiplying the Premium by a fraction equal to months employed after grant of the Premium divided by 36, but not in excess of 100%.

____________

To confirm your acceptance of the foregoing, kindly sign and promptly return one copy of Exhibit A of this Letter Agreement to the Company.

Sincerely,

PPL Corporation

By: /s/ William F. Hecht

William F. Hecht

Chairman & CEO

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Unit Award

Restricted Stock Units Granted To: «First_Name» «Last_Name» SSN: «SSN»

Plan:	Incentive Compensation Plan
	Incentive Compensation Plan for Key Employees [Delete one]

Date of Award: ______________________

Date Restrictions on Restricted Stock Units lapse:______________________

Deferral Amount: _____________________

Premium: ____________________________

Signature of Employee:_____________________

Date:_____________________

EX-10.D 5 ppl8k02-01_exhibit10d.htm EXHIBIT 10(D) Exhibit 10(d)

Exhibit 10(d)

PPL Corporation

Restricted Stock Unit Agreement

7. Death or Long-Term Disability. On your death or your receipt of benefits under the PPL Long-Term Disability Plan for three months (by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months), restrictions on your Units shall lapse in the same manner as if you continued working until you were age 65, except that the six-month delay otherwise applicable to "specified employees" under Code Section 409A shall not apply. Units shall be paid to your beneficiary in the event of your death.

____________

To confirm your acceptance of the foregoing, kindly sign and promptly return one copy of Exhibit A of this Letter Agreement to the Company.

Sincerely,

PPL Corporation

By: /s/ Robert J. Grey

Robert J. Grey

Senior Vice President, General Counsel

And Secretary

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Unit Award

Restricted Stock Units Granted To: «First_Name» «Last_Name» SSN: «SSN»

Plan: Incentive Compensation Plan

Incentive Compensation Plan for Key Employees [Delete one]

Date of Award: ______________________

Date Restrictions on Restricted Stock Units lapse:______________________

Signature of Employee: ______________________

Date: ______________________