8-K

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 25, 2007

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 5 - Corporate Governance and Management

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

Departure and Appointment of Principal Officers

PPL Corporation (the “Company”) has announced that John R. Biggar will retire as Executive Vice President and Chief Financial Officer and a member of the Board of Directors of the Company, effective April 1, 2007. At its meeting on January 26, 2007, the Board elected Paul A. Farr, currently the Company's Senior Vice President-Financial, as the Company’s Executive Vice President and Chief Financial Officer, effective upon Mr. Biggar’s retirement on April 1, 2007. Upon the effective date of his promotion, Mr. Farr will become the Company’s principal financial officer. A copy of the press release announcing Mr. Biggar’s retirement and Mr. Farr’s election is attached hereto as Exhibit 99.1.

In light of Mr. Biggar’s retirement, the Compensation, Governance and Nominating Committee (“CGNC”) of the Company’s Board took certain actions with respect to Mr. Biggar’s compensation at its meeting on January 25, 2007, as described below under “Named Executive Officer Compensation Matters.”

Also at its meeting on January 25, 2007, the CGNC established Mr. Farr’s base salary, incentive awards for 2006 performance and incentive award targets for 2007 performance, all in his current capacity as Senior Vice President-Financial and as described below under “Named Executive Officer Compensation Matters.” The biographical information regarding Mr. Farr required under Item 401(b), (d) and (e) of Regulation S-K and the information required under Item 404(a) of Regulation S-K is included in Item 13 and the “Executive Officers of the Registrant” section following Item 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 on file with the Securities and Exchange Commission, which information is incorporated into this Form 8-K by reference and also is attached hereto as Exhibit 99.2.

Named Executive Officer Compensation Matters

At its meeting on January 25, 2007, the CGNC approved base salary changes and cash and equity incentive awards for the Company's “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K and as identified in the Company’s 2006 Notice of Annual Meeting and Proxy Statement on file with the Securities and Exchange Commission), and for William H. Spence, who became the Company’s Executive Vice President and Chief Operating Officer as of June 26, 2006, and Mr. Farr.

Base Salary Changes for 2007

At its meeting on January 25, 2007, the CGNC approved the annual base salaries, effective as of January 1, 2007, of the named executive officers and Messrs. Spence and Farr, 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 and Messrs. Spence and Farr for 2007 and 2006, except that the table excludes both William F. Hecht, who retired as the Company’s Chairman and Chief Executive Officer as of October 1, 2006, and Roger L. Petersen, who retired as President of PPL Development Company, LLC as of June 30, 2006.

Name and Position	Year	Salary ($)
James H. Miller    Chairman, President and    Chief Executive Officer	2007 2006	1,045,000 945,000
William H. Spence    Executive Vice President and    Chief Operating Officer	2007 2006	600,000 525,000
John R. Biggar    Executive Vice President and    Chief Financial Officer	2007 2006	543,400 (1) 520,000
Paul A. Farr    Senior Vice President-Financial	2007 2006	409,900 390,000
Paul T. Champagne    President-PPL Energy Services Group, LLC	2007 2006	412,000 400,000

(1) Mr. Biggar will receive his base salary at this annualized rate through his retirement date of April 1, 2007, and he also will receive an additional payment equal to three months of his base salary at this annualized rate on his retirement date.

Short-term Incentive Cash Awards for 2006 Performance

At its meeting on January 25, 2007, the CGNC authorized annual incentive cash (i.e., bonus) awards to each of the Company's named executive officers and Messrs. Spence and Farr for 2006 performance, as indicated in the following table. 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 CGNC in March 2006 (as previously disclosed by the Company) and measured by the Committee at its January 2007 meeting.

Name and Position	Bonus ($)
James H. Miller    Chairman, President and     Chief Executive Officer	1,005,000
William H. Spence    Executive Vice President and     Chief Operating Officer	517,000 (1)
John R. Biggar    Executive Vice President and     Chief Financial Officer	443,800 (1)
Paul A. Farr    Senior Vice President-Financial	256,000 (1)
Paul T. Champagne    President-PPL Energy Services Group, LLC	264,800 (2)
William F. Hecht    Former Chairman and     Chief Executive Officer	1,302,800 (3)
Roger L. Petersen    Former President-PPL Development Company, LLC	127,300 (3)

(1)	Includes $517,000, $110,950 and $166,400 that Messrs. Spence, Biggar and Farr, respectively, exchanged for restricted stock units under the terms of the Company's Cash Incentive Premium Exchange Program. Pursuant to this program, an executive officer may elect to exchange all or any portion of his cash incentive compensation for restricted stock units equal in value at the time of the grant to 140% of the cash so exchanged.
(2)	Includes $238,320 that Mr. Champagne elected to defer under the Company’s Officers Deferred Compensation Plan.
(3)	The incentive cash awards for Messrs. Hecht and Petersen were prorated based on their respective 2006 retirement dates.

Long-term Incentive Equity Awards for 2006 Performance

At its meeting on January 25, 2007, the CGNC authorized grants to the Company's named executive officers and Messrs. Spence and Farr of long-term incentive equity awards pursuant to the Company's Incentive Compensation Plan, as indicated in the following table. 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 CGNC in March 2006 (as previously disclosed by the Company) and measured by the Committee at its January 2007 meeting, and (ii) one stock option award, except that Mr. Biggar received an additional grant of restricted stock units in lieu of the stock option award that he otherwise would have been granted. The long-term incentive equity awards for Messrs. Hecht and Petersen were prorated based on their respective 2006 retirement dates.

	Restricted Stock Units (1)		Stock Options (2)
Name and Position	Sustained Financial and Operational Results	Strategic Objective Results	Stock Price Performance
James H. Miller    Chairman, President and    Chief Executive Officer	20,760	17,220	255,870
William H. Spence    Executive Vice President and    Chief Operating Officer (3)	10,810	8,970	113,720
John R. Biggar    Executive Vice President and    Chief Financial Officer (3)	10,710	8,880	0 (5)
Paul A. Farr    Senior Vice President-Financial (3)	5,350	4,440	56,320
Paul T. Champagne    President-PPL Energy Services Group, LLC	5,490	4,560	57,760
William F. Hecht    Former Chairman and     Chief Executive Officer (4)	25,650	21,280	0
Roger L. Petersen    Former President-PPL Development    Company, LLC (4)	2,910	2,410	0

(1)	The number of restricted stock units awarded are equivalent to the dollar value of the award divided by $35.12, the closing price of the Company’s common stock on The New York Stock Exchange on the date of grant.
(2)	The exercise price of the stock option awards is $35.12, the closing price of the Company’s common stock on The New York Stock Exchange on the date of grant. The stock options become exercisable over a three-year period from the date of grant in equal installments and expire no later than January 24, 2017.
(3)	Messrs. Spence, Biggar and Farr also were granted 20,610, 4,420 and 6,640 restricted stock units, respectively, pursuant to the terms of the Company's Cash Incentive Premium Exchange Program.
(4)	The long-term incentive equity awards for Messrs. Hecht and Petersen were prorated based on their respective 2006 retirement dates.
(5)	In lieu of the stock option award that Mr. Biggar otherwise would have been granted, the CGNC granted Mr. Biggar an additional 8,880 restricted stock units under the Incentive Compensation Plan, calculated based on 50% of the dollar value of such stock option award divided by $35.12, the closing price of the Company’s common stock on The New York Stock Exchange on the date of grant. The restriction on these restricted stock units will lapse one year following his retirement, or March 31, 2008.

Incentive Award Targets for 2007 Performance

At its meeting on January 25, 2007, the CGNC established the short-term and long-term incentive award targets for 2007 performance for the named executive officers (other than Messrs. Hecht and Petersen) and Messrs. Spence and Farr. The CGNC plans to establish the performance goals and business criteria for these incentive awards in March 2007, and it will measure the achievement of the performance goals and business criteria and determine any resulting incentive awards for the executive officers in January 2008.

Targets for Short-term Incentive Cash Awards

For the annual incentive cash awards to be made pursuant to the Company's Short-term Incentive Plan, the following award targets as a percentage of base salary have been established: James H. Miller-110%; William H. Spence-85%; John R. Biggar-65%; Paul A. Farr-50%; Paul T. Champagne-50%. The annual incentive cash awards will be made by applying these target percentages to the percentage of goal attainment as determined by the CGNC. When the awards are considered in January 2008, Mr. Biggar will be eligible for an incentive cash award based on six months of service in 2007.

Targets for Long-term Incentive Equity Awards

For the annual long-term incentive equity awards to be made pursuant to the Company's Incentive Compensation Plan, the following award targets as a percentage of base salary have been established: James H. Miller-325%; William H. Spence-250%; John R. Biggar-240%; Paul A. Farr-160%; Paul T. Champagne-145%. The total awards will be allocated (i) 65% to two restricted stock unit awards with a three-year restriction period, based on the achievement of criteria to be established and measured by the CGNC, and (ii) 35% to one stock option award. The exercise price of the stock option awards will be the closing price of the Company’s common stock on The New York Stock Exchange on the date of grant. The following table provides the award targets, based on a percentage of base salary.

Long-term Incentive Program	Restricted Stock Units		Stock Options
	(Targets as % of Salary)
Position	Sustained Financial and Operational Results	Strategic Objectives Results	Stock Price Performance
James H. Miller    Chairman, President and    Chief Executive Officer	105.6%	105.6%	113.8%
William H. Spence    Executive Vice President and    Chief Operating Officer	81.25%	81.25%	87.5%
John R. Biggar    Executive Vice President and    Chief Financial Officer (1)	78%	78%	84%
Paul A. Farr    Senior Vice President-Financial	52%	52%	56%
Paul T. Champagne    President-PPL Energy Services    Group, LLC	52%	52%	56%

(1) When the awards are considered in January 2008, Mr. Biggar will be eligible for the awards based on six months of service in 2007.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1 -	Press release dated January 29, 2007 announcing the retirement of John R. Biggar and the election of Paul A. Farr
	99.2 -	Excerpts from PPL Corporation Form 10-K for the year ended December 31, 2005

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/ Matt Simmons                            Matt Simmons Vice President and Controller

Dated:January 31, 2007

EX-99.1

Exhibit 99.1

Contact: Dan McCarthy, 610-774-5758

PPL Chief Financial Officer to Retire

ALLENTOWN, Pa. (Jan. 29, 2007) - PPL Corporation (NYSE: PPL) announced Monday (1/29) that John Biggar, the company’s executive vice president and chief financial officer, will retire April 1.

Biggar, 62, will be succeeded as executive vice president and chief financial officer by Paul A. Farr, senior vice president-Financial, who has been with PPL since 1998 and has more than 15 years of financial and operations experience.

“John Biggar has been an outstanding chief financial officer and essential contributor to the executive management team that has transformed PPL from a regional utility into a company that is recognized as one of the most successful in the U.S. electricity sector,” said James H. Miller, PPL chairman, president and chief executive officer. “John has been particularly effective in establishing vital company relationships with the investment community.”

“We thank John for his exceptional service as CFO and wish him all the best as he completes a very successful 38-year career,” said Miller.

Miller said the company is very fortunate to have someone of Paul Farr’s “experience, knowledge and enthusiasm” ready to take over the CFO position.

“Paul’s extensive operational experience, as the senior vice president of one of our major subsidiaries, significantly enhances his outstanding financing and accounting credentials,” said Miller. “We are confident that Paul will carry on the excellent performance that the company and its investors have come to expect from our chief financial officer.”

Biggar has served as an executive vice president of PPL Corporation and a member of its board of directors since 2001.

He began his PPL career in 1969 as an attorney in the company’s legal department. Later, he served as manager of Finance and assistant treasurer. He was named vice president-Finance in 1984, a position he held for 14 years. He became senior vice president and chief financial officer in 1998.

A native of Oneida, N.Y., Biggar earned a Juris Doctor degree from the College of Law at Syracuse University and a bachelor’s degree in political science from Lycoming College in Pennsylvania.

Farr, 39, has been in his current position, with responsibility for the company’s accounting, tax, treasury and business planning functions, since 2005.

He joined PPL in 1998 as director of international tax for PPL Global, the subsidiary that owns and operates electricity distribution businesses serving nearly 3.6 million customers in Latin America and the United Kingdom.

As PPL acquired 13 generating plants in Montana in 1999, Farr served as PPL Montana’s chief financial officer and vice president-Finance, implementing financial systems, controls and reporting procedures, and helping to create a corporate organization.

He returned to PPL Global in October 2001 as vice president-Operations and chief operating officer. He was promoted to senior vice president of PPL Global in December 2003, with responsibility for overseeing all day-to-day operations of the subsidiary, including international operations and international and domestic business development.

Farr was named vice president and controller for PPL Corporation in 2004 before being promoted to his current position.

He came to PPL from Illinova Generating Company, where he served as international project finance manager, coordinating financial, tax and legal due diligence for international acquisitions of electricity assets.

Earlier, he was international tax manager for Price Waterhouse LLP and was employed by Arthur Andersen as an international tax senior.

A native of Green Bay, Wis., Farr earned a master’s degree in management from Purdue University and a bachelor’s degree in accounting from Marquette University. He is a certified public accountant.

PPL Corporation, headquartered in Allentown, Pa., controls more than 11,000 megawatts of generating capacity in the United States, sells energy in key U.S. markets and delivers electricity to more than 5 million customers in Pennsylvania, the United Kingdom and Latin America.

# # #

Note to Editors: Visit PPL’s media Web site at www.pplnewsroom.com for additional news and background about the corporation and its subsidiaries.

EX-99.2

Exhibit 99.2

Excerpts from PPL Corporation Form 10-K for the year ended December 31, 2005:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PPL Corporation

None.

EXECUTIVE OFFICERS OF THE REGISTRANTS

Officers of PPL, PPL Energy Supply and PPL Electric are elected annually by their Boards of Directors (or Board of Managers for PPL Energy Supply) to serve at the pleasure of the respective Boards. There are no family relationships among any of the executive officers, nor is there any arrangement or understanding between any executive officer and any other person pursuant to which the officer was selected.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any executive officer during the past five years.

Listed below are the executive officers at December 31, 2005.

PPL Corporation

 

Name	Age	Positions Held During the Past Five Years	Dates
William F. Hecht *	62	Chairman and Chief Executive Officer	August 2005 - present
		Chairman, President and Chief Executive Officer	February 1995 - July 2005
James H. Miller *	57	President and Chief Operating Officer	August 2005 - present
		Executive Vice President and Chief Operating Officer	September 2004 - July 2005
		Executive Vice President	January 2004 - August 2004
		President - PPL Generation	February 2001 - August 2004
		Executive Vice President - USEC, Inc.	January 1999 - February 2001
John R. Biggar	61	Executive Vice President and Chief Financial Officer	January 2001 - present
Paul A. Farr **	38	Senior Vice President-Financial and Controller	August 2005 - present
		Vice President and Controller	August 2004 - July 2005
		Senior Vice President - PPL Global	January 2004 - August 2004
		Vice President - International Operations - PPL Global	June 2002 - January 2004
		Vice President - PPL Global	October 2001 - June 2002
		Vice President and Chief Financial Officer - PPL Montana	June 1999 - October 2001
Robert J. Grey	55	Senior Vice President, General Counsel and Secretary	March 1996 - present
Paul T. Champagne***	47	President - PPL EnergyPlus	October 2001 - present
		President - PPL Global	May 1999 - October 2001
Clarence J. Hopf, Jr.***	49	Senior Vice President - Energy Marketing - PPL EnergyPlus	October 2005 - present
		Vice President - The Goldman Sachs Group, Inc.	August 2003 - September 2005
		Vice President - AmerenEnergy, Inc.	June 1999 - August 2003
Rick L. Klingensmith***	45	President - PPL Global	August 2004 - present
		Vice President - Finance - PPL Global	August 2000 - August 2004
Roger L. Petersen***	54	President - PPL Development Company	September 2004 - present
		President - PPL Global	October 2001 - August 2004
		President and Chief Executive Officer - PPL Montana	May 1999 - October 2001
Bryce L. Shriver***	58	President - PPL Generation	May 2005 - present
		President and Chief Nuclear Officer - PPL Generation	September 2004 - May 2005
		Senior Vice President and Chief Nuclear Officer - PPL Generation	May 2002 - August 2004
		Vice President - Nuclear Site Operations - PPL Susquehanna	January 2000 - May 2002
John F. Sipics***	57	President - PPL Electric	October 2003 - present
		Vice President - Asset Management	August 2001 - September 2003
		Vice President - Regulatory Support	August 2000 - August 2001
James E. Abel	54	Vice President - Finance and Treasurer	June 1999 - present

*	On February 27, 2006, PPL announced that Mr. Hecht will retire as Chairman and Chief Executive Officer before the end of 2006, at which time Mr. Miller will become Chairman and Chief Executive Officer.
**	Effective January 30, 2006, Matt Simmons was appointed as PPL's Vice President and Controller, reporting to Mr. Farr and Mr. Farr's title became Senior Vice President-Financial.
***	Messrs. Champagne, Hopf, Klingensmith, Petersen, Shriver and Sipics have been designated executive officers of PPL by virtue of their respective positions at PPL subsidiaries.