S-4

As filed with the Securities and Exchange Commission on May 25, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PPL Corporation	PPL Capital Funding, Inc.
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Pennsylvania	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
4911	4911
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
23-2758192	23-2926644
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
Two North Ninth Street	Two North Ninth Street
Allentown, Pennsylvania 18101-1179	Allentown, Pennsylvania 18101-1179
(610) 774-5151	(610) 774-5151
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James E. Abel, Vice President — Finance and Treasurer

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(610) 774-5151

(Address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Vincent Pagano, Jr.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the exchange offer described herein (the “Exchange Offer”) have been satisfied or waived.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each Class of	Amount	Proposed Maximum	Proposed Maximum
Securities to be	to be	Offering Price	Aggregate	Amount of
Registered	Registered	Per Unit	Offering Price(1)(2)	Registration Fee
PPL Capital Funding 4.33% Notes Exchange Series A due 2009			$201,000,000	$25,466.70
PPL Corporation Guarantee of PPL Capital Funding Notes(3)
Total			$201,000,000	$25,466.70

(1)	Estimated solely for the purpose of determining the registration fee based on Rule 457 under the Securities Act of 1933, as amended.
(2)	Excluding accrued interest, if any.
(3)	PPL Corporation has fully and unconditionally guaranteed all payments, including principal and interest, on the notes. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no registration fee is required with respect to this guarantee.

    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

PROSPECTUS (Subject to Completion)
Issued May 25, 2004

PPL Capital Funding, Inc.

$201,000,000

Offer to exchange all outstanding 4.33% Notes Series A due 2009 for an equal amount of 4.33% Notes Exchange Series A due 2009 which have been registered under the Securities Act of 1933.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON                     , 2004, UNLESS EXTENDED BY US.

The Exchange Offer

•  We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable, except in limited circumstances described below.

•  You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

•  The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

The Exchange Notes

•  The exchange notes are being offered in order to satisfy our obligation to offer the exchange notes under the registration rights agreement entered into in connection with the placement of the outstanding notes.

•  The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable, except in limited circumstances described below.

Resales of Exchange Notes

•  The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

      If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgement, you will not be deemed to admit that you are an “underwriter” under the Securities Act of 1933. Broker-dealers may use this prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed to make this prospectus, and any amendment or supplement thereto, available to any such broker-dealer for use in connection with any resale of any Exchange Notes for a period of not less than 180 days after the consummation of the Exchange Offer. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”

      If you are an affiliate of PPL Corporation or PPL Capital Funding, Inc. or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and thus you must comply with the registration requirements of the Securities Act of 1933 in connection with any resale transaction.

      For a discussion of the risks that you should consider in evaluating the exchange offer, see “Risk Factors” beginning on page 11.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities being offered in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

                    , 2004

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		11
Forward-Looking Information		20
Ratio of Earnings to Fixed Charges		22
Use of Proceeds		22
The Exchange Offer		23
Description of the Notes		33
United States Federal Income Tax Considerations of the Exchange		42
Plan of Distribution		42
Legal Matters		43
Experts		43
Where You Can Find More Information		44

      As used in this prospectus, the terms “company,” “we,” “our” and “us” may, depending on the context, refer to PPL Corporation, to PPL Capital Funding, to one or more of PPL Corporation’s consolidated subsidiaries or to all of them taken as a whole.

      You should rely only on the information contained in this prospectus and those documents incorporated by reference herein. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not offering to exchange, or soliciting any offers to exchange, securities pursuant to the exchange offer in any jurisdiction in which those offers or exchanges would not be permitted. Neither the delivery of this prospectus nor any offer to exchange made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus.

      This prospectus has been prepared based on information provided by us and other sources we believe to be reliable. We do not represent that information provided by other sources is accurate or complete. In making an investment decision, prospective investors must rely on their own examinations of PPL Corporation and PPL Capital Funding, and the terms of the offering, including the merits and risks involved.

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SUMMARY

      This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our financial statements and the related notes incorporated by reference in this prospectus, before making an investment decision.

PPL Corporation

Overview

      PPL Corporation is an energy and utility holding company that, through its subsidiaries, is primarily engaged in the generation and marketing of electricity in the northeastern and western United States and in the delivery of electricity in Pennsylvania, the United Kingdom and Latin America. As of March 31, 2004, we owned or controlled 11,527 megawatts, or MW, of low-cost and diverse power generation capacity, and we had domestic generation projects under development that will provide 863 MW of new electric generation capacity, including 45 MW from our share of an upgrade to Unit 1 at our Susquehanna nuclear facility in Pennsylvania completed in April 2004 and 600 MW from our Lower Mount Bethel gas-fired facility in Pennsylvania that went into service in May 2004. Additionally, we provide energy-related services to businesses primarily in the mid-Atlantic and northeastern United States.

      Approximately 6,500 MW of our total generation capacity is currently committed to meeting the obligation of our Pennsylvania delivery company to provide electricity through the year 2009 under fixed-price tariffs pursuant to Pennsylvania’s Customer Choice Act. We have another 450 MW of generation capacity committed to providing electricity to a delivery company in Montana through June 2007. These two commitments, combined with other contractual sales to other counterparties for terms of various lengths, commit, on average, approximately 80% of our expected annual output for the period 2004 through 2008. These arrangements are consistent with and are an integral part of our overall business strategy, which includes the matching of energy supply with load, or customer demand, under long-term and intermediate-term contracts with creditworthy counterparties to capture profits while reducing our exposure to movements in energy and fuel prices and counterparty credit risk.

      We operate two principal lines of business:

Energy Supply

      We are a leading supplier of competitively priced energy in the United States through our subsidiaries, PPL Generation and PPL EnergyPlus, and acquire and develop U.S. generation projects through our PPL Global subsidiary. These entities are direct, wholly-owned subsidiaries of PPL Energy Supply, LLC. PPL Energy Supply is an indirect wholly-owned subsidiary of PPL Corporation.

•  PPL Generation owns or controls a portfolio of domestic power generation assets, with a total capacity of 11,527 MW as of March 31, 2004. These power plants are located in Pennsylvania (8,582 MW), Montana (1,157 MW), Arizona (750 MW), Illinois (540 MW), Connecticut (243 MW), New York (159 MW) and Maine (96 MW) and use diversified fuel sources including coal, nuclear, natural gas, oil and hydro. In April 2004, we completed an upgrade to Unit 1 at our Susquehanna nuclear facility in Pennsylvania, which added an additional 45 MW to our portfolio. In May 2004, our Lower Mount Bethel gas-fired facility in Pennsylvania went into service, which added 600 MW to our portfolio.

•  PPL EnergyPlus markets electricity produced by PPL Generation, along with purchased power and natural gas, in competitive wholesale and deregulated retail markets, primarily in the northeastern and western portions of the United States. PPL EnergyPlus also provides energy-related products and services, such as engineering and mechanical contracting, construction and maintenance services, to commercial and industrial customers.

•  PPL Global (domestic operations) acquires and develops U.S. generation projects that are, in turn, operated by PPL Generation as part of its portfolio of generation assets.

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Energy Delivery

      We provide energy delivery services in the mid-Atlantic regions of the United States through our subsidiaries, PPL Electric Utilities and PPL Gas Utilities, and in the United Kingdom and Latin America through our PPL Global subsidiary.

•  PPL Electric Utilities is a regulated public utility company, incorporated in 1920, providing electricity delivery services to approximately 1.3 million customers in eastern and central Pennsylvania.

•  PPL Gas Utilities is a regulated public utility providing gas delivery services to approximately 105,000 customers in Pennsylvania and Maryland.

•  PPL Global (international operations) currently owns and operates energy delivery businesses serving approximately 3.5 million customers in the United Kingdom and Latin America. In September 2002, PPL Global acquired a controlling interest in, and consequently gained 100% ownership of, Western Power Distribution Holdings Limited and WPD Investment Holdings Limited, which together we refer to as WPD. WPD operates two electric distribution companies in the U.K., which together serve approximately 2.5 million end-users. WPD delivered 28,137 million kWh of electricity in 2003.

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PPL Corporation Selected Financial Data

      The selected financial data set forth below should be read in conjunction with our consolidated financial statements and related notes and other financial and operating data incorporated by reference in this prospectus. The Statement of Income Data, Balance Sheet Data, Basic EPS and Diluted EPS for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been derived from the audited consolidated financial statements incorporated by reference in this prospectus, and for the three months ended March 31, 2004 and 2003 have been derived from the unaudited consolidated financial statements incorporated by reference in this prospectus. Some previously reported amounts have been reclassified to conform with the current period presentation.

	Three Months
	Ended March 31,				Year Ended December 31,
	2004		2003		2003		2002		2001		2000		1999
Statement of Income Data — $ millions(a):
Operating revenues	$	1,520	$	1,488	$	5,587	$	5,481	$	5,115	$	4,545	$	3,697
Operating income		366		359		1,340		1,246		850		1,194		821
Income before cumulative effect of a change in accounting principle		177		176		699		358		169		498		432
Net income		177		239		734		208		179		498		432
Balance Sheet Data — $ millions (end of period):
Cash and cash equivalents		572		397		476		245		933		480		133
Property, plant and equipment, net		10,769		9,699		10,446		9,566		5,947		5,948		5,624
Recoverable transition costs		1,616		1,875		1,687		1,946		2,172		2,425		2,647
Total assets		17,583		15,953		17,123		15,552		12,562		12,360		11,174
Short-term debt, including current maturities of long-term debt		603		1,200		451		1,309		616		1,354		1,325
Long-term debt, excluding current maturities(b)		7,963		6,195		8,145		5,901		5,081		4,467		3,689
Company-obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely company debentures(b)				661				661		825		250		250
Preferred stock		51		82		51		82		82		97		97
Shareowners’ common equity		3,432		2,470		3,259		2,224		1,857		2,012		1,613
Other Data:
Number of shares outstanding — thousands
Period-end		177,769		167,723		177,362		165,736		146,580		145,041		143,697
Average — basic		177,150		166,506		172,795		152,492		145,974		144,350		152,287
Average — diluted		177,757		167,016		173,392		152,809		146,614		144,781		152,356
Basic EPS	$	1.00	$	1.43	$	4.25	$	1.37	$	1.23	$	3.45	$	2.84
Diluted EPS		0.99		1.43		4.24		1.36		1.22		3.44		2.84
Dividends declared per share		0.41		0.385		1.54		1.44		1.06		1.06		1.00
Sales Data—Millions of Kilowatt-Hours:
Domestic — Electric energy supplied — retail		10,368		10,253		36,774		36,746		37,395		37,758		33,695
Domestic — Electric energy supplied — wholesale		8,924		8,770		41,709		36,849		27,683		40,925		32,045
Domestic — Electric energy delivered		9,993		10,181		36,083		35,712		35,534		34,731		33,874
International — Electric energy delivered(c)		8,969		8,631		31,952		33,313		5,919		3,735		2,942

(a)

The earnings each year were affected by unusual items, which affected net income. See “Earnings” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Form 10-K for the year ended December 31, 2003 which is also incorporated by reference, for a description of unusual items in 2003, 2002 and 2001.

(b)

On July 1, 2003, PPL adopted the provisions of SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” The company-obligated mandatorily redeemable preferred securities are mandatorily redeemable financial instruments, as they require the issuer to redeem the securities for cash on a specified date. Thus, they should be classified as liabilities, as a component of long-term debt, instead of “mezzanine” equity on the Balance Sheet.

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However, as of December 31, 2003, no amounts were included in “Long-term Debt” for these securities because PPL Capital Funding Trust I and SIUK Capital Trust I were deconsolidated effective December 31, 2003 in connection with the adoption of FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” for certain entities. Instead, the subordinated debt securities that support the company-obligated mandatorily redeemable preferred securities of the trust are reflected in “Long-term Debt with Affiliate Trusts” as of December 31, 2003. See Note 22 to our financial statements included in Form 10-K for the year ended December 31, 2003, which is also incorporated herein by reference for additional information on SFAS 150 and FIN 46.

(c)

Deliveries for 2002 include the electricity deliveries of WPD for the full year and of CEMAR prior to deconsolidation.

PPL Capital Funding, Inc.

      PPL Capital Funding, Inc. is a Delaware corporation and a wholly-owned subsidiary of PPL Corporation. PPL Capital Funding’s primary business is to provide PPL Corporation with financing for its operations.

      The address of our principal executive offices is Two North Ninth Street, Allentown, Pennsylvania 18101-1179 and our telephone number is (610) 774-5151.

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Summary of the Terms of the Exchange Offer

      On February 26, 2004, we completed the private offering of the outstanding notes. References to the “notes” in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

      The outstanding notes were issued and the exchange notes offered hereby will be issued under the Indenture, dated as of February 26, 2004, among PPL Capital Funding, Inc., as issuer, PPL Corporation, as guarantor, and JPMorgan Chase Bank, as trustee.

      In connection with the private offering, we entered into a registration rights agreement, dated as of February 26, 2004, with the initial purchasers in the private offering, or the Registration Rights Agreement, in which we agreed to complete the exchange offer within 280 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

•  the exchange notes have been registered under the Securities Act;

•  the exchange notes are not entitled to the registration rights which are applicable to the outstanding notes under the Registration Rights Agreement; and

•  the additional interest premium is no longer applicable.

 We are not asking you for a proxy and you are requested not to send us a proxy.

The Exchange Offer	We are offering to exchange up to $201,000,000 aggregate principal amount of our 4.33% Notes Exchange Series A due 2009, which we refer to in this prospectus as the exchange notes, for up to $201,000,000 aggregate principal amount of our 4.33% Notes Series A due 2009, which we refer to in this prospectus as the outstanding notes. Outstanding notes may be exchanged only in integral multiples of $1,000.
Resale	Based on an interpretation by the staff of the Securities and Exchange Commission, or the SEC, set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” of PPL Corporation or PPL Capital Funding, Inc. within the meaning of Rule 405 under the Securities Act or a broker-dealer) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are acquiring the exchange notes in the ordinary course of your business and that you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”
	Any holder of outstanding notes who:
	• is an affiliate of PPL Corporation or of PPL Capital Funding, Inc.,

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	• is a broker-dealer that acquired the outstanding notes directly from us,
	• does not acquire exchange notes in the ordinary course of its business, or
	• tenders in the exchange offer with the intention to participate or for the purpose of participating, in a distribution of exchange notes
	cannot participate in the exchange offer based upon the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated and similar no-action letters.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2004, or such later date and time to which we extend it, which date we refer to as the “expiration date.” A tender of outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. Please read the section of this prospectus captioned “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	If you with to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• any exchange notes that you receive will be acquired in the ordinary course of your business;
	• you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;
	• if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of the exchange notes;
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were

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	acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and
	• you are not an “affiliate,” as defined in Rule 405 of the Securities Act, of PPL Corporation or PPL Capital Funding, Inc.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such outstanding notes in the exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the Registration Rights Agreement and, accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the Registration Rights Agreement. If you are a holder of outstanding notes and you do not tender your outstanding notes in the exchange offer, you will continue to hold such outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes under the Indenture, except for any rights under the Indenture or the Registration Rights Agreement that by their terms terminate upon the consummation of the exchange offer.
	To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.
Consequences of Failure of Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an

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	exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Material Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “United States Federal Income Tax Considerations of the Exchange.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	JPMorgan Chase Bank is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section of this prospectus captioned “The Exchange Offer — Exchange Agent.”

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Summary of the Terms of the Exchange Notes

Issuer	PPL Capital Funding, Inc.
Guarantor	PPL Corporation.
Notes Offered	$201,000,000 aggregate principal amount of 4.33% Notes Exchange Series A due 2009.
Maturity	March 1, 2009.
Interest	4.33% per annum on the principal amount, payable semiannually in arrears in cash on March 1 and September 1 of each year, beginning September 1, 2004. The initial interest payment will include accrued interest from February 26, 2004.
Ranking	The outstanding notes are, and the exchange notes will be, senior and unsecured obligations of PPL Capital Funding and will rank equally in right of payment with PPL Capital Funding’s other senior and unsecured indebtedness.
Guarantee	All payments on the notes, including principal and interest, and additional interest, if any, will be fully, unconditionally and irrevocably guaranteed on a senior unsecured basis by PPL Corporation. PPL Corporation’s guarantee will rank equally in right of payment with its other senior unsecured and unsubordinated indebtedness and guarantees.
Redemption	The exchange notes will not be redeemable at the election of PPL Capital Funding prior to the maturity date thereof.
Sinking Fund	None.
DTC Eligibility	The exchange notes will be issued only in book-entry form, in denominations of $1,000 or any integral multiples of $1,000 such that the exchange notes will be represented by one or more permanent global securities registered in the name of The Depository Trust Company (DTC) or its nominee. The global securities will be deposited with the trustee as custodian for DTC.
Trading of the Exchange Notes	The exchange notes will not be listed on any securities exchange or included in any automated quotation system.
Absence of a Public Market for the Exchange Notes	The exchange notes generally will be freely transferable but will also be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making with respect to the exchange notes may be discontinued without notice.
Use of Proceeds	There will be no cash proceeds to us from the exchange offer.
Trustee and Paying Agent	JPMorgan Chase Bank.

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Governing Law The notes and the indenture are governed by the laws of the State of New York.

      For a complete description of the terms of the notes, please refer to “Description of Notes.”

      You should carefully consider the risk factors set forth under the caption “Risk Factors” and the other information included in this prospectus before tendering your outstanding notes in the exchange offer.

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RISK FACTORS

      In considering whether to tender outstanding notes in the exchange offer, you should carefully consider all the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the risk factors described below. In addition, please read “Forward-Looking Information” below, where we describe additional uncertainties associated with our business and the forward-looking statements in this prospectus.

      As used in this “Risk Factors” section only, the terms “we,” “our” and “us” refers to PPL.

Risks Related to the Exchange Offer and the Notes

An active trading market for the exchange notes may not develop.

      The exchange notes comprise a new issue of securities for which there is currently no public market. We do not plan to list the exchange notes on any securities exchange or to include them in any automated quotation system. We cannot assure you that an active trading market for the exchange notes will develop or as to the liquidity or sustainability of any such market, your ability to sell the exchange notes or the price at which you will be able to sell your exchange notes. Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.

PPL Corporation is a holding company, and will depend upon funds from its subsidiaries to meet its obligations under the guarantee.

      PPL Corporation is a holding company, and its only significant assets are its investments in its subsidiaries. As a holding company, it is dependent upon dividends, loans or advances, or other intercompany transfers of funds from subsidiaries to meet its obligations, including its obligations under the guarantee. The subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due under PPL Corporation’s obligations or to make any funds available for such payment.

      Because PPL Corporation is a holding company, its obligations under the guarantee will be effectively subordinated to all existing and future liabilities of its subsidiaries. Therefore, PPL Corporation’s rights and the rights of its shareholders and creditors, including rights of a holder of the notes, to participate in the assets of any subsidiary in the event that such a subsidiary is liquidated or reorganized will be subject to the prior claims of such subsidiary’s creditors. To the extent that PPL Corporation may itself be a creditor with recognized claims against any such subsidiary, PPL Corporation’s claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the assets of the subsidiary and would be subordinated to any indebtedness or other liabilities of the subsidiary senior to that held by PPL Corporation. Although certain agreements to which PPL Corporation and its subsidiaries are parties limit the ability to incur additional indebtedness, PPL Corporation and its respective subsidiaries retain the ability to incur substantial additional indebtedness and other liabilities.

      The debt agreements of some of PPL Corporation’s subsidiaries and affiliates contain provisions that might restrict their ability to pay dividends, make distributions or otherwise transfer funds to PPL Corporation upon failing to meet certain financial tests or other conditions, although we currently believe that all of PPL Corporation’s subsidiaries and affiliates are in compliance with such tests and conditions.

      Accordingly, PPL Corporation’s ability to make payments with respect to the guarantee may be limited.

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

      If you do not exchange your outstanding notes for exchange notes under the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the

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outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

      The tender of outstanding notes under the exchange offer will reduce the principal amount of outstanding notes that are outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to a reduction in liquidity.

You must follow the exchange offer procedures carefully in order to receive the exchange notes.

      If you do not follow the procedures described herein, you will not receive the exchange notes. The exchange notes will be issued to you in exchange for your outstanding notes only after timely receipt by the exchange agent of:

•  a properly completed and executed letter of transmittal and all other required documents; or

•  a book-entry delivery by electronic transmittal of an agent’s message through DTC.

      If you want to tender your outstanding notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of outstanding notes for exchange. For additional information, please refer to the sections captioned “The Exchange Offer” and “Plan of Distribution” in this prospectus.

Risks Related to Our Supply Businesses

Changes in commodity prices may increase the cost of producing electricity or decrease the amount we receive from selling electricity, which could adversely affect our financial performance.

      Changes in power prices or fuel costs may impact our financial results and financial position by increasing the cost of producing power or decreasing the amount we receive from the sale of power. The market prices for these commodities may fluctuate substantially over relatively short periods of time. Among the factors that could influence such prices are:

•  demand for electricity and additional supplies of electricity from current or new competitors;

•  prevailing market prices for coal, natural gas, fuel oil and other fuels used in our generation facilities, including associated transportation costs, and supplies of such commodities;

•  capacity and transmission service into, or out of, our markets;

•  changes in the regulatory framework for wholesale power markets;

•  liquidity in the general wholesale electricity market; and

•  weather conditions impacting demand for electricity.

      Unlike most other commodities, electric power cannot be stored and must be produced at the time of use. As a result, the wholesale power markets are subject to significant price fluctuations over relatively short periods of time and can be unpredictable. For example, in recent years, wholesale electricity prices in the northwestern United States for all hours reached a high of $525 per megawatt hour in December 2000 and a low in May 2002 of $13 per megawatt hour.

      Like wholesale power prices, fuel costs have fluctuated historically. In recent years, prices for wholesale natural gas as reported on the New York Mercantile Exchange, or NYMEX, have ranged from a high of $9.98 per btu in January 2001 to a low of $1.83 per btu in October 2001. In addition, the price for 1% residual oil at New York Harbor, which is the primary pricing location for the northeastern United States, has ranged from a high of $35 per barrel in February 2003 to a low of $15 per barrel in February 2002.

      A key part of our business strategy is to sell our anticipated generation production under long-term power sales agreements that include fixed prices for our electric power. If we cannot secure or maintain

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favorable long-term fuel purchase agreements for our power generation facilities, our fuel costs could exceed the revenues that we derive under these long-term, fixed-price agreements. In addition, in the absence of long-term power sales agreements, we must sell the energy, capacity and other products from our facilities into the competitive wholesale power markets. Given the volatility and potential for material differences between actual power prices and fuel and other costs, if we cannot secure or maintain long-term power sales and fuel purchase agreements, our revenues will be subject to increased volatility and our financial results may be materially adversely affected.

We may not be able to obtain adequate fuel supplies, which could adversely affect our ability to operate our facilities.

      We purchase fuel from a number of suppliers. Disruption in the delivery of fuel, including disruptions as a result of weather, labor relations or environmental regulations affecting our fuel suppliers, could adversely affect our ability to operate our facilities, which could result in lower sales and/or higher costs and thereby adversely affect our results of operations.

Our facilities may not operate as planned, which may increase our expenses or decrease our revenues and, thus, have an adverse effect on our financial performance.

      Operation of power plants involves many risks, including the breakdown or failure of equipment or processes, accidents, labor disputes, fuel interruption and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt both generation and transmission delivery systems. Operation of our power plants below expected capacity levels may result in lost revenues or increased expenses, including higher maintenance costs and, if we are unable to perform our contractual obligations as a result, penalties or damages.

We are not assured of any guaranteed level of sales as a “provider of last resort,” or PLR.

      The PLR contract obligations do not provide us with any guaranteed level of sales. If PPL Electric’s customers obtain service from alternate suppliers, which they are entitled to do at any time, our sales of power under the PPL EnergyPlus contracts may decrease. Alternatively, customers could switch back to PPL Electric from alternative suppliers, which may increase demand above our facilities’ available capacity. While PPL Energy Supply satisfies its energy supply obligations through a portfolio approach of providing energy from its generation assets, contractual relationships and market purchases, we estimate that if the PLR requirements were satisfied solely from our existing Pennsylvania generating assets, this obligation currently would represent approximately 75% of the normal operating capacity of our existing Pennsylvania generation assets. Any switching by customers could have a material adverse effect on our results of operations or financial position.

We face competition in our energy supply business, which may adversely affect our ability to operate profitably.

      As a result of federal and state deregulation initiatives, the electric power industry has experienced a significant increase in the level of competition in the energy markets. Many of our generation facilities were historically operated within vertically-integrated, regulated utilities that sold electricity to consumers at prices based on predetermined rates set by state public utility commissions. Unlike regulated utilities, our energy supply business is not assured of any rate of return on our capital investments through predetermined rates, and our revenues and results of operations are dependent on our ability to operate in a competitive environment.

      We expect the deregulated energy markets to continue to be highly competitive. Competition is impacted by energy and fuel prices, new market entrants, construction by others of generating assets, the actions of regulatory authorities and other factors. These competitive factors may negatively impact our ability to sell energy and related products and the prices which we may charge for such products, which could adversely affect our results of operations and our ability to grow our business.

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      Although we have long-term supply agreements for a substantial portion of our generation, a substantial portion of our future sales will be made into the competitive wholesale markets. Competition in these markets will occur principally on the basis of the price of products and, to a lesser extent, on the basis of reliability and availability. We expect the commencement of commercial operation of new electric facilities in the regional markets where we own or control generation capacity will continue to increase the competitiveness of the wholesale power market in those regions, which could have a material adverse effect on the prices we receive for energy.

      We also face competition in the wholesale markets for energy capacity and ancillary services. We primarily compete with other energy merchants based on our ability to aggregate supplies at competitive prices from different sources and to efficiently utilize transportation from third-party pipelines and transmission from electric utilities. Competitors may employ very different strategies. We also compete against other energy marketers on the basis of relative financial condition and access to credit sources, and many of our competitors have greater financial resources than we do.

We are subject to the risks of nuclear generation, including the risk that our Susquehanna nuclear plant could become subject to revised safety requirements that would increase our capital and operating expenditures, and uncertainties associated with decommissioning our plant at the end of its licensed life.

      Nuclear generation accounts for about 20% of our generation capacity. The risks of nuclear generation generally include:

•  the potential harmful effects on the environment and human health resulting from the operation of nuclear facilities and the storage, handling and disposal of radioactive materials;

•  limitations on the amounts and types of insurance commercially available to cover losses and liabilities that might arise in connection with nuclear operations; and

•  uncertainties with respect to the technological and financial aspects of decommissioning nuclear plants at the end of their licensed lives.

      The Nuclear Regulatory Commission, or NRC, has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. In addition, revised safety requirements promulgated by the NRC could necessitate substantial capital or operating expenditures at our Susquehanna nuclear plant. In addition, although we have no reason to anticipate a serious nuclear incident at our Susquehanna plant, if an incident did occur, any resulting operational loss, damages and injuries could have a material adverse effect on our results of operations or financial condition.

Changes in technology may impair the value of our power plants.

      A basic premise of our business is that generating power at central power plants achieves economies of scale and produces electricity at a relatively low price. There are other technologies for producing electricity, most notably fuel cells, microturbines, windmills and photovoltaic (solar) cells. Research and development activities are ongoing to seek improvements in the alternate technologies. It is possible that advances will reduce the cost of alternate methods of electric production to a level that is equal to or below that of most central station electric production. If this were to happen, the value of our power plants may be significantly impaired.

We are exposed to operational, price and credit risks associated with selling and marketing products in the wholesale power markets.

      We purchase and sell power at the wholesale level under market-based tariffs authorized by the Federal Energy Regulatory Commission, or FERC, throughout the United States and also enter into short-term agreements to market available energy and capacity from our generation assets with the expectation of profiting from market price fluctuations. If we are unable to deliver firm capacity and energy under

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these agreements, we could be required to pay damages. These damages would generally be based on the difference between the market price to acquire replacement capacity or energy and the contract price of the undelivered capacity or energy. Depending on price volatility in the wholesale energy markets, such damages could be significant. Extreme weather conditions, unplanned power plant outages, transmissions disruptions, and other factors could affect our ability to meet our obligations, or cause significant increases in the market price of replacement capacity and energy.

      We also face credit risk that parties with whom we contract will default in their performance, in which case we may have to sell our power into a lower-priced market or make purchases in a higher priced market than existed at the time of contract. Although we attempt to mitigate these risks, there can be no assurance that we will be able to fully meet our obligations, that we will not be required to pay damages for failure to perform or that we will not experience counterparty non-performance.

We do not always hedge against risks associated with energy and fuel price volatility.

      We attempt to mitigate risks associated with satisfying our contractual power sales arrangements by reserving generation capacity to deliver electricity to satisfy our net firm sales contracts and, when necessary, by purchasing firm transmission service. We also routinely enter into contracts, such as fuel and power purchase and sale commitments, to hedge our exposure to weather conditions, fuel requirements and other energy-related commodities. We may not, however, hedge the entire exposure of our operations from commodity price volatility. To the extent we do not hedge against commodity price volatility, our results of operations and financial position may be affected unfavorably.

Our risk management policies relating to energy and fuel prices, interest rates, foreign currency and counterparty credit, may not work as planned and we may suffer economic losses despite such policies.

      We actively manage the market risk inherent in our energy and fuel, debt and foreign currency positions. We have implemented procedures to enhance and monitor compliance with our risk management policies, including validation of transaction and market prices, verification of risk and transaction limits, sensitivity analyses and daily portfolio reporting of various risk measurement metrics. Nonetheless, we cannot hedge against all of our exposures in these areas and our risk management program may not work as planned. For instance, our power plants might not produce the expected amount of power during a given day or time period due to weather conditions, technical problems or other unanticipated events, which could require us to make energy purchases at higher prices than the prices under our energy supply contracts. In addition, we may miscalculate the amount of fuel required for one of our power plants during a given day or time period, which could require us to buy additional fuel or sell excess fuel at prices less favorable than the prices under our fuel contracts. Similarly, interest rates or foreign currency exchange rates in countries where we have foreign operations, could change in significant ways as a result of economic, political, social or other events that our risk management procedures were not set up to address. As a result, we cannot always predict the impact that our risk management decisions may have on us if actual events lead to greater losses or costs than our risk management positions were intended to hedge.

      In addition, our trading, marketing and risk management activities are exposed to the credit risk that counterparties that owe us money or energy will breach their obligations. We have established risk management policies and programs, including credit policies to evaluate counterparty credit risk. However, if counterparties to these arrangements fail to perform, we may be forced to enter into alternative hedging arrangements or honor underlying commitments at then-current market prices. In that event, our financial results are likely to be adversely affected.

We rely on transmission and distribution assets that we do not own or control to deliver our wholesale electricity and natural gas. If transmission is disrupted, or if capacity is inadequate, our ability to sell and deliver power may be hindered.

      We depend on transmission and distribution facilities owned and operated by utilities and other energy companies to deliver the electricity and natural gas we sell to the wholesale market, as well as the natural

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gas we purchase for use in our electric generation facilities. In Pennsylvania, although we own transmission and distribution facilities, we are a member of the PJM Interconnection, which operates the electric transmission network and electric energy market in the mid-Atlantic region of the United States. Our transmission through PJM is highly dependent on operational conditions at a given time depending on what generation assets are operating within PJM, customer demand, the status of the transmission system and whether or not PJM is importing or exporting energy to other adjacent power pools. In Arizona, Illinois, Montana, New England and New York, where we do not own transmission lines, all of the output from our generation assets is transmitted over facilities owned and operated by other companies. If transmission is disrupted, or if capacity is inadequate, our ability to sell and deliver products and satisfy our contractual obligations may be hindered.

      The FERC has issued regulations that require wholesale electric transmission services to be offered on an open-access, non-discriminatory basis. Although these regulations are designed to encourage competition in wholesale market transactions for electricity, there is the potential that fair and equal access to transmission systems will not be available or that sufficient transmission capacity will not be available to transmit electric power as we desire. We cannot predict the timing of industry changes as a result of these initiatives or the adequacy of transmission facilities in specific markets.

We operate in competitive segments of the electric power industry created by deregulation initiatives at the state and federal levels. If the present trend towards competition is reversed, discontinued or delayed, our business prospects and financial condition could be materially adversely affected.

      Some deregulated markets have experienced supply problems and price volatility. In some of these markets, government agencies and other interested parties have made proposals to delay market restructuring or even re-regulate areas of these markets that have previously been deregulated. In California, legislation has been passed placing a moratorium on the sale of generation plants by public utilities regulated by the California Public Utilities Commission. In 2001, the FERC instituted a series of price controls designed to mitigate (or cap) prices in the entire western U.S. to address the extreme volatility in the California energy markets. These price controls have had the effect of significantly lowering spot and forward energy prices in the western market.

      In addition, the independent system operators, or ISOs, that oversee the transmission systems in certain wholesale power markets have from time to time been authorized to impose price limitations and other mechanisms to address volatility in the power markets. These types of price limitations and other mechanisms may adversely impact the profitability of our wholesale power marketing and trading business.

      Other proposals to re-regulate our industry may be made, and legislative or other action affecting the electric power restructuring process may cause the process to be delayed, discontinued or reversed in the states in which we currently, or may in the future, operate. If the current trend towards competitive restructuring of the wholesale and retail power markets is delayed, discontinued or reversed, our business prospects and financial condition could be materially adversely affected.

Risk Related to Our Delivery Businesses

Regulators may not approve the rates we request. An increase in PPL Electric’s distribution rates lower than expected, or a decrease in WPD’s distribution rates, could have an adverse impact on our income.

      Our electricity and gas delivery businesses are subject to cost-of-service based rate regulation. While such regulation is generally premised on the recovery of prudently incurred costs and a reasonable rate of return on invested capital, the rates that we may charge our delivery customers are subject to authorization of the applicable regulatory authorities and there is no guarantee that the rates authorized by regulators will match our actual costs or provide a particular return on invested capital at any given time.

      Pursuant to a 1998 Settlement Order of the PUC, PPL Electric agreed to a cap on the electricity transmission and distribution rates that it collects from retail customers in its service territory. This cap expires on December 31, 2004. On March 29, 2004, PPL Electric filed a proposal with the PUC to

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increase distribution rates and pass through to customers increased transmission charges that PPL Electric pays to the PJM Interconnection for transmission services. The proposed distribution rates and transmission charge pass-through would go into effect on January 1, 2005, when the transmission and distribution rate caps expire. PPL Electric cannot predict the outcome of this proceeding.

      WPD is a regulated regional monopoly electricity distribution business in Great Britain subject to control on the prices it can charge and the quality of supply it must provide. The current distribution price control formula that governs WPD’s allowed revenue is scheduled to operate until April 2005. Any significant lowering of rates implemented by the regulatory authority based upon the 2005 regulatory review could lower the amount of revenue WPD generates in relation to its operational costs and could materially reduce our income.

Other Risks Related to Our Businesses

Our operating results could fluctuate on a seasonal basis, especially as a result of severe weather conditions.

      Our electricity and gas supply and delivery businesses may be seasonal. For example, in some parts of the country, demand for, and market prices of, electricity peak during the hot summer months, while in other parts of the country such peaks occur in the cold winter months. As a result, our overall operating results in the future may fluctuate substantially on a seasonal basis, especially when severe weather conditions such as heat waves or winter storms make such fluctuations more pronounced. The pattern of this fluctuation may change depending on the nature and location of the facilities we acquire or develop and the terms of our contracts to sell electricity.

Our business is subject to extensive regulation, which may increase our costs, reduce our revenues, or prevent or delay operation of our facilities.

      The acquisition, ownership and operation of power generation facilities and the delivery of electricity and gas through our transmission and distribution facilities require numerous permits, approvals, licenses and certificates from federal, state and local governmental agencies. We may not be able to obtain or maintain all required regulatory approvals. If there is a delay in obtaining any required regulatory approvals or if we fail to obtain or maintain any required approval or comply with any applicable law or regulation, the operation of our assets and our sales of electricity could be prevented or delayed or become subject to additional costs.

      Our U.S. generation subsidiaries are exempt wholesale generators, or EWGs, which sell electricity into the wholesale market. Generally, our EWGs and our marketing subsidiaries are subject to regulation by the FERC. The FERC has authorized us to sell generation from our facilities and power from our marketing subsidiaries at market-based prices. The FERC retains the authority to modify or withdraw our market-based rate authority and to impose “cost of service” rates if it determines that the market is not workably competitive, that we possess market power or that we are not charging just and reasonable rates. Any reduction by the FERC of the rates we may receive or any unfavorable regulation of our business by state regulators could materially adversely affect our results of operations.

Our costs of compliance with environmental laws are significant and the costs of compliance with new environmental laws could adversely affect our profitability.

      Our operations are subject to extensive federal, state, local and foreign statutes, rules and regulations relating to environmental protection. To comply with these legal requirements, we must spend significant sums on environmental monitoring, pollution control and emission fees.

      New environmental laws and regulations affecting our operations, and new interpretations of existing laws and regulations, may be adopted or become applicable to us. For example, the laws governing air emissions from coal-burning plants are being re-interpreted by federal and state authorities. These re-

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interpretations could result in the imposition of substantially more stringent limitations on these emissions than those currently in effect.

      We may not be able to obtain or maintain all environmental regulatory approvals necessary to our business. If there is a delay in obtaining any required environmental regulatory approval or if we fail to obtain, maintain or comply with any such approval, operations at our affected facilities could be halted or subjected to additional costs. Further, at some of our older facilities it may be uneconomical for us to install the necessary equipment, which may cause us to shut down those generation units.

We cannot predict the outcome of the legal proceedings and investigations currently being conducted with respect to our current and past business activities. An adverse determination could have a material adverse effect on our financial condition, results of operations or cash flows.

      We are involved in numerous legal proceedings, claims and litigation and subject to ongoing state and federal investigations arising out of our business operations, the most significant of which are summarized in our reports filed with the SEC and incorporated by reference into this prospectus. We cannot predict the ultimate outcome of these matters, nor can we reasonably estimate the costs or liability that could potentially result from a negative outcome in each case.

Our investments and projects located outside of the United States expose us to risks related to laws of other countries, taxes, economic conditions, fluctuations in currency rates, political conditions and policies of foreign governments. These risks may delay or reduce our realization of value from our international projects.

      We have operations outside of the United States. The acquisition, financing, development and operation of projects outside of the United States entail significant financial risks, which vary by country, including:

•  changes in foreign laws or regulations relating to foreign operations, including tax laws and regulations;

•  changes in United States laws related to foreign operations, including tax laws and regulations;

•  changes in government policies, personnel or approval requirements;

•  changes in general economic conditions affecting each country;

•  regulatory reviews of tariffs for local distribution companies;

•  changes in labor relations in foreign operations;

•  limitations on foreign investment or ownership of projects and returns or distributions to foreign investors;

•  limitations on ability of foreign companies to borrow money from foreign lenders and lack of local capital or loans;

•  fluctuations in currency exchange rates and difficulty in converting our foreign funds to U.S. dollars, which can increase our expenses and/or impair our ability to meet such expenses, and difficulty moving funds out of the country in which the funds were earned;

•  limitations on ability to import or export property and equipment;

•  compliance with United States foreign corrupt practices laws;

•  political instability and civil unrest; and

•  expropriation and confiscation of assets and facilities.

      Our international operations are subject to regulation by various foreign governments and regulatory authorities. The laws and regulations of some countries may limit our ability to hold a majority interest in

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some of the projects that we may develop or acquire, thus limiting our ability to control the development, construction and operation of those projects. In addition, the legal environment in foreign countries in which we currently own assets or projects or may develop projects in the future could make it more difficult for us to enforce our rights under agreements relating to such projects. Our international projects may also be subject to risks of being delayed, suspended or terminated by the applicable foreign governments or may be subject to risks of contract invalidation by commercial or governmental entities.

      Despite contractual protections we have against many of these risks for our international operations or potential investments in the future, our actual results and the value of our investment may be adversely affected by the occurrence of any of these events.

We may need significant additional financing to pursue growth opportunities

      We continually review potential acquisitions and development projects and may enter into significant acquisitions or development projects in the future. Any acquisition or development project will likely require access to substantial capital from outside sources on acceptable terms. We may also need external financing to fund capital expenditures, including capital expenditures necessary to comply with environmental regulations or other regulatory requirements.

      Our ability to arrange financing and our cost of capital are dependent on numerous factors, including general economic conditions, credit availability and our financial performance. The inability to obtain sufficient financing on terms that are acceptable to us could adversely affect our ability to pursue acquisition and development opportunities and fund capital expenditures.

A downgrade in our or our subsidiaries’ credit ratings could negatively affect our ability to access capital and increase the cost of maintaining our credit facilities and any new debt.

      Moody’s Investors Service, Inc. currently rates PPL Energy Supply’s senior unsecured debt at “Baa2,” PPL Capital Funding’s senior unsecured debt at “Baa3,” and PPL Electric Utilities’ senior secured debt at “Baa1.” Fitch Ratings rates PPL Capital Funding’s senior unsecured debt at [“BBB.”] Our Fitch ratings for PPL Corporation, PPL Energy Supply and PPL Capital Funding are on negative outlook. Standard & Poor’s Ratings Services rates PPL Corporation and PPL Energy Supply at “BBB,” PPL Capital Funding’s senior unsecured debt at “BBB-” and PPL Electric Utilities at “A-.” Our Standard & Poor’s rating for PPL Electric Utilities is on negative outlook. While we do not expect these ratings to limit our ability to fund our short-term liquidity needs or to have a material impact on the cost to maintain our credit facilities and/or access any new long-term debt, any future ratings downgrades could negatively affect our ability to fund our short-term liquidity needs and increase the cost to maintain our credit facilities and access new long-term debt.

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FORWARD-LOOKING INFORMATION

      Certain statements included or incorporated by reference in this prospectus, including statements with respect to future earnings, energy supply and demand, costs, electric rates, subsidiary performance, growth, new technology, project development, fuel and energy prices, strategic initiatives, and generating capacity and performance, are “forward looking statements.” Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the forward-looking statements. In addition to the specific factors discussed in the “Risk Factors” sections in this prospectus and our reports that are incorporated by reference, the following are among the important factors that could cause actual results to differ materially from the forward-looking statements:

•  market demand and prices for energy, capacity and fuel;

•  weather conditions affecting customer energy usage and operating costs;

•  competition in retail and wholesale power markets;

•  effect of any business or industry restructuring;

•  profitability and liquidity of PPL Corporation and its subsidiaries;

•  new accounting requirements or new interpretations or applications of existing requirements;

•  operation of existing facilities and operating costs of PPL Corporation and its subsidiaries;

•  environmental conditions and requirements;

•  transmission and distribution system conditions and operating costs;

•  development of new projects, markets and technologies;

•  performance of new ventures;

•  asset acquisitions and dispositions;

•  political, regulatory or economic conditions in states, regions or countries where PPL Corporation or its subsidiaries conduct business;

•  receipt and renewals of necessary governmental permits, approvals and rate relief;

•  impact of state or federal investigations applicable to us and the energy industry;

•  outcome of litigation against us;

•  capital markets conditions and decisions regarding capital structure;

•  stock price performance of PPL Corporation;

•  market prices of equity securities and resultant cash funding requirements for defined benefit pension plans;

•  securities and credit ratings of PPL Corporation and its subsidiaries;

•  state and federal regulatory developments;

•  foreign exchange rates;

•  new state or federal legislation, including new tax legislation;

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•  national or regional economic conditions, including any potential effects arising from the September 11, 2001 terrorist attacks in the United States, the situation in Iraq and any consequential hostilities or other hostilities; and

•  commitments and liabilities of PPL Corporation and its subsidiaries.

Any such forward-looking statements should be considered in light of such important factors and in conjunction with other documents of PPL Corporation and its subsidiaries that are on file with the SEC.

      New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all of such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update the information contained in such statement to reflect subsequent developments or information.

      We caution you that any one of these factors or other factors described under the heading “Risk Factors” in this prospectus, or a combination of these factors, could materially affect our future results of operations and financial position and whether our forward-looking statements ultimately prove to be accurate. These forward-looking statements are not guarantees of our future performance, and our actual results and future performance may differ materially from those suggested in our forward-looking statements. When considering these forward-looking statements, you should keep in mind the factors described under the heading “Risk Factors” in this prospectus and other cautionary statements in this prospectus and the documents we have incorporated by reference.

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RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth our ratios of earnings to fixed charges for the periods indicated:

	Twelve Months		Year Ended December 31,
	Ended March 31,
	2004		2003		2002		2001		2000		1999
Ratio of Earnings to Fixed Charges(a)		2.6		2.5		1.9		1.7		2.5		2.7

(a)  Computed using earnings and fixed charges of PPL Corporation and its subsidiaries. Fixed charges consist of interest on short- and long-term debt, other interest charges, interest on capital lease obligations and the estimated interest component of other rentals.

USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement that we entered into in connection with the private offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

      We issued the outstanding notes to the initial purchasers in exchange for $185,200,750 aggregate liquidation amount of 7.29% trust preferred securities of PPL Capital Funding Trust I, which we cancelled, and for a payment of $398,094 in cash.

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THE EXCHANGE OFFER

General

      PPL Capital Funding hereby offers, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $201 million aggregate principal amount of our 4.33% Notes Series A due 2009, which we refer to in this prospectus as the outstanding notes, for a like aggregate principal amount of our 4.33% Notes Exchange Series A due 2009, which we refer to in this prospectus as the exchange notes, properly tendered prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the outstanding notes.

      As of the date of this prospectus, $201 million aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about                     , 2004, to all holders of outstanding notes known to PPL Capital Funding. PPL Capital Funding’s obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to conditions set forth under “— Conditions to the Exchange Offer” below. PPL Capital Funding currently expects that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

      We have entered into a Registration Rights Agreement with the initial purchasers of the outstanding notes in which we agreed to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act within 240 days after the closing date and keep the exchange offer registration statement effective for not less than 30 days after the date notice of the registered exchange offer is mailed to the holders (or longer if required by applicable law). The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to timely exchange or register the notes as required by the Registration Rights Agreement. The outstanding notes were issued on February 26, 2004.

      If we cannot effect an exchange offer under the circumstances set forth in the Registration Rights Agreement and described under “Description of the Notes — Registration Rights” in this prospectus, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes and keep the statement effective for up to the earliest of (i) two years from the closing date or, (ii) for such shorter period that will terminate when all outstanding notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement or are no longer restricted securities.

      If we fail to consummate the exchange offer on or prior to 40 days after the date that the exchange offer registration statement is declared effective, we will be required to pay additional interest of 0.25% per annum to holders of the outstanding notes during the 90-day period immediately following such consummation deadline, which additional interest shall increase by 0.25% per annum at the end of each subsequent 90-day period, but which shall in no event exceed 0.50% per annum.

      Each holder of outstanding notes that wishes to exchange outstanding notes for transferable exchange notes in the exchange offer will be required to make the following representations:

•  any exchange notes will be acquired in the ordinary course of its business;

•  the holder will have no arrangements or understanding with any person to participate in the distribution of the outstanding notes or the exchange notes within the meaning of the Securities Act;

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•  the holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of PPL Corporation or PPL Capital Funding or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes; and

•  if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Resale of Exchange Notes

      Based on interpretations of the SEC staff set forth in no-action letters issued to unrelated third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•  the holder is not an “affiliate” of PPL Corporation or PPL Capital Funding within the meaning of Rule 405 under the Securities Act;

•  the exchange notes are acquired in the ordinary course of the holder’s business; and

•  the holder does not intend to participate in the distribution of the exchange notes.

      Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

•  cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

      This prospectus, as it may be amended or supplemented from time to time, may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only in integral multiples of $1,000.

      The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional amounts upon our failure to fulfill our obligations under the Registration Rights Agreement to file, and cause to be effective, a registration statement and to consummate the exchange offer. The exchange notes will evidence the same debt as the

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outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same Indenture that authorized the issuance of the outstanding notes.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

      As of the date of this prospectus, $201 million aggregate principal amount of the outstanding notes are outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

      We intend to conduct the exchange offer in accordance with the provisions of the exchange offer and Registration Rights Agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits the holders have under the Indenture relating to the outstanding notes, except for any rights under the Indenture or the Registration Rights Agreement that by their terms terminate upon the consummation of the exchange offer.

      We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral (promptly confirmed in writing) or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to the holders. Under the terms of the exchange offer and Registration Rights Agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “— Conditions to the Exchange Offer.”

      Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

      The exchange offer will expire at 5:00 p.m., New York City time on                     , 2004, unless in our sole discretion we extend it.

      In order to extend the exchange offer, we will notify the exchange agent orally (promptly confirmed in writing) or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

      We reserve the right, in our sole discretion:

•  to delay accepting for exchange any outstanding notes;

•  to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied, by giving oral (promptly confirmed in writing) or written notice of the delay, extension or termination to the exchange agent; or

•  under the terms of the exchange offer and Registration Rights Agreement, to amend the terms of the exchange offer in any manner.

      Any delay in acceptance, extension, termination, or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the

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amendment in a manner reasonably calculated to inform the holder of outstanding notes of the amendment.

      Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Conditions to the Exchange Offer

      Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange if in our reasonable judgment:

•  the exchange notes to be received will not be tradable by the holder, without restriction under the Securities Act, the Securities Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

•  the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

•  any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

      In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•  the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution;” and

•  such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to the holder an appropriate form for registration of the exchange notes under the Securities Act.

      We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of the extension to their holders. During any such extensions, all notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

      We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance, or termination to the holders of the outstanding notes as promptly as practicable.

      These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration of the offer in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the offer.

      In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act.

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Procedures for Tendering

      Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

•  complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•  comply with DTC’s Automated Tender Offer Program procedures described below.

      In addition, either:

•  the exchange agent must receive, prior to the expiration date, the outstanding notes along with the accompanying letter of transmittal;

•  the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below and a properly transmitted agent’s message (as defined below); or

•  the holder must comply with the guaranteed delivery procedures described below.

      To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.

      The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

      The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

      Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its outstanding notes, either:

•  make appropriate arrangements to register ownership of the outstanding notes in such owner’s name; or

•  obtain a properly completed bond power from the registered holder of outstanding notes.

      The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

      Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States

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or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the accompanying letter of transmittal; or

•  for the account of an eligible guarantor institution.

      If the accompanying letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

      If the accompanying letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

      The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

•  the agreement may be enforced against that participant.

      We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until any defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

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      In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•  outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent’s account at DTC; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

      By signing the accompanying letter of transmittal or authorizing the transmission of the agent’s message, each tendering holder of outstanding notes will represent or be deemed to have represented to us that, among other things:

•  any exchange notes that the holder receives will be acquired in the ordinary course of its business;

•  the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

•  if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

•  if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of any exchange notes. See “Plan of Distribution;” and

•  the holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of PPL Corporation or PPL Capital Funding.

Book-Entry Transfer

      The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

      Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the accompanying letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:

•  the tender is made through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives from the eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message relating to guaranteed delivery:

•  setting forth the name and address of the holder, the registered number(s) of the outstanding notes and the principal amount of outstanding notes tendered;

•  stating that the tender is being made thereby; and

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•  guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and all other documents required by the accompanying letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

      Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.

      For a withdrawal to be effective:

•  the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at the address set forth below under “— Exchange Agent,” or

•  holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

      Any notice of withdrawal must:

•  specify the name of the person who tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes; and

•  where certificates for outstanding notes have been transmitted, specify the name in which the outstanding notes were registered, if different from that of the withdrawing holder.

      If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit:

•  the serial numbers of the particular certificates to be withdrawn; and

•  a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless the holder is an eligible guarantor institution.

      If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, the outstanding notes will be credited to an account maintained with DTC for outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, outstanding notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time prior to the expiration date.

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Exchange Agent

      JPMorgan Chase Bank has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance with respect to exchange offer procedures, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Registered or Certified Mail:	By Hand:	By Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221-2320 Attention: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services Window 4 New York Plaza, 1st Floor New York, NY 10004-2413 By Facsimile: Attention: Frank Ivins (214) 468-6494 To Confirm by Telephone: (214) 468-6464 For Information, call: (800) 275-2048	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attention: Frank Ivins

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

      We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

      We will pay the cash expenses to be incurred in connection with the exchange offer. The expenses are estimated in the aggregate to be approximately $                    . They include:

•  SEC registration fees;

•  fees and expenses of the exchange agent and Trustee;

•  accounting and legal fees and printing costs; and

•  related fees and expenses.

Transfer Taxes

      We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

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•  tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

      If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

      Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

      Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of the outstanding notes:

•  as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•  otherwise as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

      In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is an “affiliate” of PPL Corporation or PPL Capital Funding within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

•  cannot rely on the applicable interpretations of the SEC; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Accounting Treatment

      We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will amortize the expenses of the exchange offer over the life of the exchange notes.

Other

      Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

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      We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

DESCRIPTION OF THE NOTES

      The outstanding notes were issued and the exchange notes offered hereby will be issued under an indenture by and among PPL Capital Funding, as issuer, PPL Corporation, as guarantor, and JPMorgan Chase Bank, as trustee. You may request a copy of the indenture from us.

      The following description is a summary of the material provisions of the notes and the indenture. It does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the indenture, including the definitions of certain terms used in the indenture. Wherever particular provisions or defined terms of the indenture or form of note are referred to, these provisions or defined terms are incorporated in this prospectus by reference.

General

      The notes are PPL Capital Funding’s direct, unsecured obligations and will rank without preference or priority among themselves and equally with all of PPL Capital Funding’s existing and future unsecured and unsubordinated indebtedness, senior in right of payment to all of PPL Capital Funding’s subordinated indebtedness.

      The notes are fully, unconditionally and irrevocably guaranteed on a senior unsecured basis by PPL Corporation, which guarantee ranks equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness and guarantees of PPL Corporation, senior in right of payment to all of PPL Corporation’s subordinated indebtedness.

      We initially issued $201,000,000 aggregate principal amount of notes. We may issue additional notes of the same series with the same terms in the future, without obtaining the consent of any holder of the outstanding notes.

      The notes are issued only in denominations of $1,000 and multiples of $1,000. The notes will mature on March 1, 2009.

      Neither we nor any of our subsidiaries will be subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries are restricted under the indenture from paying dividends, incurring debt or issuing or purchasing our securities.

      You are not afforded protection under the indenture in the event of a highly leveraged transaction or a change in control of PPL Capital Funding or PPL Corporation that may adversely affect the holders.

      We will pay interest on March 1 and September 1 of each year, beginning September 1, 2004, to record holders at the close of business on the preceding February 15 and August 15, as the case may be (whether or not a Business Day) except that when the notes are represented by global security certificates held by DTC, the record date will be one business day prior to the interest payment date.

      We will maintain an office in the Borough of Manhattan, The City of New York, for the payment of interest, which shall initially be an office or agency of the trustee. In our discretion, we may change the place of payment on the notes, and may remove any paying agent and may appoint one or more additional paying agents (including us or any affiliate). We may pay interest either:

•  by check mailed to your address as it appears in the note register, provided that if you are a holder with an aggregate principal amount in excess of $2.0 million, you shall be paid, at your written election, by wire transfer in immediately available funds; or

•  by transfer to an account maintained by you in the United States.

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      However, payments to The Depository Trust Company, New York, New York, which we refer to as DTC, will be made by wire transfer of immediately available funds to the account of DTC or its nominee. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.

      If any interest payment date or the maturity of a note falls on a day that is not a Business Day, the required payment of principal and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such interest payment date or the maturity, as the case may be, to the date of such payment on the next succeeding Business Day. “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or trust companies are generally authorized or required by law, regulation or executive order to close in The City of New York or other city in which any paying agent for the notes is located.

Redemption

      The notes are not redeemable at the election of PPL Capital Funding prior to the maturity date thereof.

Merger and Sale of Assets by PPL Capital Funding and PPL Corporation

      The indenture provides that neither PPL Capital Funding nor PPL Corporation may consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to another person, unless, among other items:

•  PPL Capital Funding or PPL Corporation, as applicable, is the surviving person, or the resulting, surviving or transferee person, if other than PPL Capital Funding or PPL Corporation, as applicable, is organized and existing under the laws of the United States, any state thereof or the District of Columbia;

•  the successor person assumes all of PPL Capital Funding’s or PPL Corporation’s obligations, as applicable, under the notes, or the guarantee thereof, as applicable, and the indenture; and

•  PPL Capital Funding or PPL Corporation, as applicable, or such successor person will not be in default under the indenture immediately after the transaction.

      When such a person assumes PPL Capital Funding’s or PPL Corporation’s obligations in such circumstances, subject to certain exceptions, PPL Capital Funding or PPL Corporation, as applicable, shall be discharged from all obligations under the notes, or the guarantee thereof, as applicable, and the indenture.

Guarantee

      PPL Corporation fully, unconditionally and irrevocably guarantees to each holder and the trustee the full and prompt payment of principal of and interest on the notes and additional interest, if any, when and as the same become due and payable, whether at maturity, by declaration of acceleration or otherwise.

      The guarantee will be an unsecured and unsubordinated obligation of PPL Corporation and will rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness and guarantees of PPL Corporation, senior in right of payment to all of PPL Corporation’s subordinated indebtedness. The guarantee will effectively rank junior in right of payment to any secured indebtedness of PPL Corporation to the extent of the assets securing such indebtedness and to all indebtedness and other liabilities of its subsidiaries.

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Events of Default; Notice and Waiver

      Each of the following is an event of default under the indenture:

•  the default in any payment of interest on the notes within 30 days of the due date;

•  the default in any payment of principal on the notes on its due date;

•  either PPL Capital Funding or PPL Corporation remains in breach of a covenant or warranty of the indenture for 90 days after it receives a written notice of default stating it is in breach and requiring remedy of the breach; the notice must be sent by either the trustee or holders of 25% of the principal amount of notes; the trustee or such holders can agree to extend the 90-day period and such an agreement to extend will be automatically deemed to occur if the defaulting party is diligently pursuing action to correct the default;

•  the guarantee on the notes

•  ceases to be effective (except in accordance with its terms),

•  is found in any judicial proceeding to be unenforceable or invalid, or

•  is denied or disaffirmed (except in accordance with its terms), or

•  PPL Capital Funding or PPL Corporation files for bankruptcy or certain other similar events in bankruptcy, insolvency, receivership or reorganization occur.

Remedies

     Acceleration

      If an event of default occurs and is continuing with respect to the notes, then either the trustee or the holders of 25% in principal amount of the notes that are outstanding may declare the principal amount of all of the notes to be due and payable immediately.

     Rescission of Acceleration

      After the declaration of acceleration has been made and before the trustee has obtained a judgment or decree for payment of the money due, such declaration and its consequences will be rescinded and annulled, if

•  we pay or deposit with the trustee a sum sufficient to pay:

•  all overdue interest;

•  the principal which has become due otherwise than by such declaration of acceleration and overdue interest thereon;

•  interest on overdue interest to the extent lawful; and

•  all amounts due to the trustee under the indenture; and

•  all events of default, other than the nonpayment of the principal which has become due solely by such declaration of acceleration, have been cured or waived as provided in the indenture.

      For more information as to waiver of defaults, see “— Waiver of Default and of Compliance” below.

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Control by Holders; Limitations

      Subject to the indenture, if an event of default with respect to the notes occurs and is continuing, the holders of a majority in principal amount of the notes that are outstanding of that series will have the right to:

•  direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or

•  exercise any trust or power conferred on the trustee with respect to the notes.

      These rights of holders to make direction are subject to the following limitations:

•  the holders’ directions may not conflict with any law or the indenture; and

•  the holders’ directions may not involve the trustee in personal liability where the trustee believes indemnity is not adequate.

The trustee may also take any other action it deems proper which is not inconsistent with the holders’ direction.

      In addition, the indenture provides that no holder of any notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture for the appointment of a receiver or for any other remedy thereunder unless:

•  that holder has previously given the trustee written notice of a continuing event of default;

•  the holders of 25% in aggregate principal amount of the notes that are outstanding, have made written request to the trustee to institute proceedings in respect of that event of default and have offered the trustee reasonable indemnity against costs and liabilities incurred in complying with such request; and

•  for 60 days after receipt of such notice, the trustee has failed to institute any such proceeding and no direction inconsistent with such request has been given to the trustee during such 60-day period by the holders of a majority in aggregate principal amount of notes that are outstanding.

      Furthermore, no holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other holders.

      However, each holder has an absolute and unconditional right to receive payment when due and to bring a suit to enforce that right.

Notice of Default

      The trustee is required to give the holders of the notes notice of any default under the indenture to the extent required by the Trust Indenture Act, unless such default has been cured or waived; except that, in the case of an event of default of the character specified above in the third bullet under “Events of Default; Notice and Waiver,” no such notice shall be given to such holders until at least 45 days after the occurrence thereof. The Trust Indenture Act currently permits the trustee to withhold notices of default (except for certain payment defaults) if the trustee in good faith determines the withholding of such notice to be in the interests of the holders.

      We will furnish the trustee with an annual statement as to our compliance with the conditions and covenants in the indenture.

Waiver of Default and of Compliance

      The holders of a majority in aggregate principal amount of the notes that are outstanding may waive, on behalf of the holders of all notes, any past default under the indenture, except a default in the payment of principal or interest, or with respect to compliance with certain provisions of the indenture that cannot be amended without the consent of the holder of each outstanding note affected.

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      Compliance with certain covenants in the indenture or otherwise provided with respect to the notes may be waived by the holders of a majority in aggregate principal amount of the affected notes, considered as one class.

Modification of Indenture

     Without Holder Consent

      Without the consent of any holders of the notes, we and the trustee may enter into one or more supplemental indentures for any of the following purposes:

•  to evidence the succession of another entity to us;

•  to add one or more covenants or other provisions for the benefit of the holders of the notes, or to surrender any right or power conferred upon us;

•  to add any additional events of default for the notes;

•  to change or eliminate any provision of the indenture or to add any new provision to the indenture that does not adversely affect the interests of the holders;

•  to provide security for the notes;

•  to provide for the issuance of bearer notes;

•  to evidence and provide for the acceptance of appointment of a separate or successor trustee;

•  to provide for the procedures required to permit the utilization of a noncertificated system of registration for the notes;

•  to change any place or places where:

•  we may pay principal and interest,

•  notes may be surrendered for transfer or exchange, and

•  notices and demands to or upon us may be served; or

•  to cure any ambiguity, defect or inconsistency or to make any other changes that do not adversely affect the interests of the holders in any material respect.

      If the Trust Indenture Act is amended after the date of the indenture so as to require changes to the indenture or so as to permit changes to, or the elimination of, provisions which, at the date of the indenture or at any time thereafter, were required by the Trust Indenture Act to be contained in the indenture, the indenture will be deemed to have been amended so as to conform to such amendment or to effect such changes or elimination, and we and the trustee may, without the consent of any holders, enter into one or more supplemental indentures to effect or evidence such amendment.

     With Holder Consent

      Except as provided above, the consent of the holders of at least a majority in aggregate principal amount of the notes is generally required for the purpose of adding to, changing or eliminating any of the provisions of the indenture pursuant to a supplemental indenture.

      However, no amendment or modification may, without the consent of the holder of each outstanding note directly affected thereby:

•  change the stated maturity of the principal or interest on the notes (other than pursuant to the terms thereof), or reduce the principal amount or interest payable or change the currency in which the notes are payable, or impair the right to bring suit to enforce any payment;

•  reduce the percentages of holders whose consent is required for any supplemental indenture or waiver or reduce the requirements for quorum and voting under the indenture; or

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•  modify certain of the provisions in the indenture relating to supplemental indentures and waivers of certain covenants and past defaults.

Satisfaction and Discharge

      The indenture will be deemed satisfied and discharged when no notes remain outstanding and when we have paid all other sums payable by us under the indenture.

      All moneys we pay to the trustee or any paying agent on the notes which remain unclaimed at the end of two years after payments have become due may be paid to or upon our order. Thereafter, the holder of such note may look only to us for payment.

Form, Denomination and Registration

      The notes will be issued:

•  in fully registered form;

•  without interest coupons; and

•  in denominations of $1,000 principal amount and integral multiples of $1,000.

     Global Note, Book-Entry Form

      We will issue the exchange notes in the form of one or more fully registered global notes. We will deposit the global note or notes with DTC or its custodian and register the global notes in the name of Cede & Co. as DTC’s nominee. Except as set forth below, a global note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

      Investors may hold their interests in a global note directly through DTC if such holder is a participant in DTC, or indirectly through organizations that are participants in DTC, called “participants.” Transfers between participants will be effected in the ordinary way in accordance with DTC rules and will be settled in clearing house funds. The laws of some states require that certain persons take physical delivery of securities in definitive form. As a result, the ability to transfer beneficial interests in the global note to such persons may be limited.

      Investors who are not participants may beneficially own interests in a global note held by DTC only through participants, or certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant, either directly or indirectly, called “indirect participants.” So long as Cede & Co., as the nominee of DTC, is the registered owner of a global note, Cede & Co. for all purposes will be considered the sole holder of such global note. Except as provided below, owners of beneficial interests in a global note will:

•  not be entitled to have certificates registered in their names;

•  not receive physical delivery of certificates in definitive registered form; and

•  not be considered holders of the global note.

      We will pay interest on a global note to Cede & Co., as the registered owner of the global note, by wire transfer of immediately available funds on each interest payment date. Neither we, the trustee nor any paying agent will be responsible or liable:

•  for the records relating to, or payments made on account of, beneficial ownership interests in a global note; or

•  for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

      We have been informed that DTC’s practice is to credit participants’ accounts on that payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount represented by a global note as shown in the records of DTC, unless DTC has reason to believe that it will

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not receive payment on that payment date. Payments by participants to owners of beneficial interests in the principal amount represented by a global note held through participants will be the responsibility of the participants, as is now the case with securities held for the accounts of customers registered in “street name.”

      Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate evidencing its interest.

      Neither we, the trustee, registrar nor paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange, only at the direction of one or more participants to whose account with DTC interests in the global note are credited, and only in respect of the principal amount of the notes represented by the global note as to which the participant or participants has or have given such direction.

      DTC has advised us that it is:

•  a limited purpose trust company organized under the laws of the State of New York, and a member of the Federal Reserve System;

•  a “clearing corporation” within the meaning of the Uniform Commercial Code; and

•  a “clearing agency” registered pursuant to the provisions of Section l7A of the Exchange Act.

      DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants. Participants include securities brokers, dealers, banks, trust companies and clearing corporations and other organizations. Some of the participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

      DTC has agreed to the foregoing procedures to facilitate transfers of interests in a global note among participants. However, DTC is under no obligation to perform or continue to perform these procedures, and may discontinue these procedures at any time. If (i) DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days or (ii) we, at our option, elect to terminate use of the book-entry system through DTC, we will issue notes in certificated form in exchange for global notes.

Information Concerning the Trustee

      We have appointed JPMorgan Chase Bank, the trustee under the indenture, as paying agent, note registrar and custodian for the notes. JPMorgan Chase Bank and its affiliates maintain banking relationships with us and one of its affiliates is an initial purchaser of the notes.

      The indenture contains certain limitations on the rights of the trustee, if it or any of its affiliates is then our creditor, to obtain payment of claims in certain cases or to realize on certain property received on any claim as security or otherwise. The trustee and its affiliates will be permitted to engage in other transactions with us. However, if the trustee or any affiliate continues to have any conflicting interest and a default occurs with respect to the notes, the trustee must eliminate such conflict or resign.

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Resignation and Removal of the Trustee; Deemed Resignation

      The trustee may resign at any time by giving written notice to us.

      The trustee may also be removed by act of the holders of a majority in principal amount of the notes that are then outstanding.

      No resignation or removal of the trustee and no appointment of a successor trustee will become effective until the acceptance of appointment by a successor trustee in accordance with the requirements of the indenture.

      Under certain circumstances, we may appoint a successor trustee and if the successor accepts, the trustee will be deemed to have resigned.

Governing Law

      The notes, the guarantee and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.

REGISTRATION RIGHTS

Exchange Offer; Registration Statement

      PPL Capital Funding entered into a registration rights agreement with the initial purchasers on the issue date of the outstanding notes. Under the registration rights agreement, we have agreed that we will, at our own cost:

•  within 90 days after the issue date, file a registration statement (the “Exchange Offer Registration Statement”) with the SEC with respect to a registered offer (the “Registered Exchange Offer”) to exchange the outstanding notes for new notes of PPL Capital Funding having terms substantially identical in all material respects to the outstanding notes (except that the exchange notes will not contain terms with respect to transfer restrictions);

•  use our reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the issue date of the outstanding notes;

•  upon the effectiveness of the Exchange Offer Registration Statement, promptly offer the exchange notes in exchange for surrender of the outstanding notes; and

•  use our reasonable best efforts to keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the holders of the outstanding notes.

The consummation of the Exchange Offer Registration Statement is subject to the conditions set forth under “The Exchange Offer — Conditions to the Exchange Offer.”

      For each outstanding note surrendered to us pursuant to the Registered Exchange Offer, we will issue an exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the note surrendered in exchange therefor or, if no interest has been paid on such note, from the date of its original issue.

      Under existing SEC interpretations, the exchange notes would be freely transferable by holders other than our affiliates after the Registered Exchange Offer without further registration under the Securities Act if the holder of the exchange notes represents that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of PPL Corporation or PPL Capital Funding, as such terms are interpreted by the SEC; provided, however, that broker-dealers (“Participating Broker-Dealers”) receiving exchange notes in the Registered Exchange Offer will have a prospectus

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delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange Offer Registration Statement.

      Under the registration rights agreement, we are required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such exchange notes.

      A holder of outstanding notes (other than certain specified holders) that wishes to exchange such notes for exchange notes in the Registered Exchange Offer will be required to represent that (1) any exchange notes to be received by it will be acquired in the ordinary course of its business, (2) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the outstanding notes or exchange notes, (3) it is not an “affiliate” of PPL Capital Funding or PPL Corporation, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (4) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes, and (5) if such holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Shelf Registration Statement

      If (1) a change in law or in applicable interpretations of the staff of the SEC do not permit us to effect such a Registered Exchange Offer, (2) the Registered Exchange Offer is not consummated within 280 days of the date of the issue date of the outstanding notes, (3) any initial purchaser so requests with respect to outstanding notes not eligible to be exchanged for exchange notes in the Registered Exchange Offer, or (4) we so elect, we will use our reasonable best efforts to, at our cost:

•  as promptly as practicable but in no event later than 90 days after being requested, file a shelf registration statement (the “Shelf Registration Statement”) covering resales of the outstanding notes or the exchange notes, as the case may be;

•  cause the Shelf Registration Statement to be declared effective under the Securities Act within 180 days after such request; and

•  keep the Shelf Registration Statement effective until the earlier of (a) the time when the notes covered by the Shelf Registration Statement have been sold or are no longer restricted securities and (b) two years from the issue date of the outstanding notes.

      We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding notes or the exchange notes, as the case may be. A holder selling such outstanding notes or exchange notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain indemnification obligations).

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Additional Interest

      We will pay additional cash interest on the notes if:

•  the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the SEC on or prior to the applicable filing deadline specified in the Registration Rights Agreement;

•  the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the applicable effectiveness deadline specified in the Registration Rights Agreement;

•  the Registered Exchange Offer is not consummated on or prior to the applicable consummation deadline specified in the Registration Rights Agreement; or

•  after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of notes as provided in and during the periods specified in the Registration Rights Agreement (each such event referred to in bullets 1 through 4 above, a “Registration Default”).

      Additional cash interest will accrue on the notes, from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at the rate of 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default. The additional interest rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 0.50% per annum. Such interest is payable on interest payment dates in addition to any other interest payable from time to time with respect to the notes and is payable on interest payment dates in the same manner as ordinary interest.

      If we effect the Registered Exchange Offer, we will be required to use our reasonable best efforts to close the Registered Exchange Offer no later than 40 days after the commencement thereof.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE

Exchange of Notes

      The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

      In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. PPL Corporation and PPL Capital Funding have agreed that, for a period of 180 days after the consummation of a registered exchange offer, they will make this prospectus, as amended or supplemented, available to

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any broker-dealer for use in connection with any such resale. In addition, until                     , 2004, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

      PPL Corporation and PPL Capital Funding will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 180 days after the consummation of a registered exchange offer, PPL Corporation and PPL Capital Funding will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. PPL Corporation and PPL Capital Funding have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

      Certain legal matters with respect to the validity of the exchange notes will be passed on for us by Thomas D. Salus, Esq., Senior Counsel of PPL Services Corporation. The validity of the exchange notes will be passed upon for PPL Corporation by Simpson Thacher & Bartlett LLP, New York, New York. In rendering its opinion, Simpson Thacher & Bartlett LLP will rely on the opinion of Mr. Salus as to matters involving the law of the Commonwealth of Pennsylvania.

EXPERTS

      The consolidated financial statements of PPL Corporation incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

Available Information

      PPL Corporation files reports, proxy statements and other information with the SEC. You may read and obtain copies of this information by mail from the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.

      PPL Corporation’s Internet website is www.pplweb.com. On the Investor Center page of that website, PPL Corporation provides access to all SEC filings of PPL Corporation registrants free of charge, as soon as reasonably practicable after filing with the SEC. Additionally, PPL Corporation registrants’ filings are available at the SEC’s website (www.sec.gov).

      PPL Corporation’s common stock is listed on the NYSE and the Philadelphia Stock Exchange (symbol: PPL), and reports, proxy statements and other information concerning PPL Corporation can also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005 and the Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania 19103. In addition, reports, proxy statements and other information concerning PPL Corporation can be inspected at its offices at Two North Ninth Street, Allentown, Pennsylvania 18101-1179. PPL Corporation’s Internet site at www.pplweb.com contains information concerning PPL Corporation and its affiliates. The information at PPL Corporation’s Internet site is not incorporated in this prospectus by reference, and you should not consider it a part of this prospectus.

Incorporation by Reference

      We will “incorporate by reference” information into this prospectus by disclosing important information to you by referring you to another document that is filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede that information. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about PPL Corporation and PPL Capital Funding.

SEC Filings (File No. 1-11459)	Period/Date
Annual Report on Form 10-K	Year ended December 31, 2003
Quarterly Report on Form 10-Q	Quarter ended March 31, 2004
Current Reports on Form 8-K	January 9, March 31, April 6 and April 19, 2004

      We are also incorporating by reference additional documents that PPL Corporation files with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of this offering.

      PPL Corporation will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, a copy of any and all of these filings. You may request a copy of these filings by writing or telephoning us at:

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

Attention: Investor Services Department

Telephone: 1-800-345-3085

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Exchange Agent

JPMorgan Chase Bank

By Registered or Certified Mail:

Institutional Trust Services

P.O. Box 2320

Dallas, TX 75221-2320

Attention: Frank Ivins

By Hand:

Institutional Trust Services Window

4 New York Plaza, 1^st Floor

New York, NY 10004-2413

By Courier:

Institutional Trust Services

2001 Bryan Street, 9^th Floor

Dallas, TX 75201

Attention: Frank Ivins

By Facsimile

Attention: Frank Ivins

(214) 468-6494

To Confirm by Telephone:

(214) 468-6464

For Information, call:

(800) 275-2048

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors And Officers.

      Section 7.01 of the Bylaws of PPL Corporation provides:

      (a) Right to Indemnification. Except as prohibited by law, every director and officer of the corporation shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the board of directors at any time denominates such person as entitled to the benefits of this Section 7.01. As used herein, “expense” shall include fees and expenses of counsel selected by such persons; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

      (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section 7.01 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action that the conduct of the claimant was such that under Pennsylvania law the corporation would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law.

      (c) Insurance and Funding. The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under the provisions of this Section 7.01. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

      (d) Non-Exclusivity; Nature and Extent of Rights. The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, bylaw or charter provision, vote of shareholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and

II-1

legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

      Directors and officers of PPL Corporation may also be indemnified in certain circumstances pursuant to the statutory provisions of general application contained in Pennsylvania law.

      PPL Corporation presently has insurance policies which, among other things, include liability insurance coverage for their officers and directors and officers and directors of PPL Corporation’s subsidiaries under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

Item 21.     Exhibits.

      Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement, which information is incorporated herein by reference pursuant to Rule 411 of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933.

Item 22.     Undertakings.

      (a) Undertaking related to Rule 415 offering:

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-2

      (b) Undertaking related to filings incorporating subsequent Exchange Act documents by reference:

      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

      (c) Undertaking related to acceleration of effectiveness:

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by the director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      (d) Undertaking related to requests for information:

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (e) Undertaking related to post-effective amendments:

      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 25th day of May, 2004.

PPL CORPORATION

By:  /s/ WILLIAM F. HECHT

William F. Hecht

Chairman, President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 25th day of May, 2004.

Signature	Title
/s/ WILLIAM F. HECHT William F. Hecht Chairman, President and Chief Executive Officer	Principal Executive Officer and Director
/s/ JOHN R. BIGGAR John R. Biggar, Executive Vice President and Chief Financial Officer	Principal Financial Officer and Director
/s/ MARK D. WOODS Mark D. Woods Controller	Principal Accounting Officer
Frederick M. Bernthal, John W. Conway,	Directors
E. Allen Deaver, Louise K. Goeser,
Stuart Heydt, W. Keith Smith and
Susan M. Stalnecker
By: /s/ WILLIAM F. HECHT William F. Hecht, Attorney-in-fact

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 25th day of May, 2004.

PPL CAPITAL FUNDING, INC.

By:  /s/ JOHN R. BIGGAR

John R. Biggar

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 25th day of May, 2004.

Signature	Title
/s/ WILLIAM F. HECHT William F. Hecht	Director William F. Hecht
/s/ JOHN R. BIGGAR John R. Biggar President	Principal Executive and Financial Officer and Director
/s/ JAMES E. ABEL James E. Abel Treasurer	Principal Accounting Officer and Director

II-5

EXHIBIT INDEX

      The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. The Exhibits indicated by two asterisks were previously filed with the Commission. The balance of the Exhibits have heretofore been filed with the Commission and pursuant to Rule 411 are incorporated herein by reference.

3.1	Restated Articles of PPL Corporation (Exhibit B to Proxy Statement of PPL Electric Utilities Corporation and Prospectus of PPL Corporation, dated March 9, 1995)
3.2	Articles of Amendment of PPL Corporation (Exhibit 3.2 to PPL Corporation Form S-3 (Registration Statement Nos. 333-54504, 333-54504-01 and 333-54504-02))
3.3	By-laws of PPL Corporation (Exhibit 3(ii)(a) to PPL Corporation Form 10-Q Report for the quarter ended September 30, 1998)
3.4	Certificate of Incorporation of PPL Capital Funding, Inc. (Exhibit 3.3 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement Nos 333-38003 and 333-38003-01)
3.5	Amended Certificate of Incorporation of PPL Capital Funding, Inc., (Exhibit 3.5 to PPL Corporation, PPL Capital Funding, Inc. and PPL Capital Funding Trust I Registration Statement Nos. 333-54504, 333-54504-1 and 333-54504-2)
3.6	By-Laws of PPL Capital Funding, Inc. (Exhibit 3.4 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement Nos. 333-38003 and 333-38003-01)
*4.1	Indenture, dated as of February 26, 2004, among PPL Capital Funding, as Issuer, PPL Corporation, as Guarantor and JPMorgan Chase Bank, as Trustee
*4.2	Form of 4.33% Note Series A/Exchange Series A due 2009 (included as part of Exhibit 4.1)
*5.1	Opinion of Thomas D. Salus, Esq. with respect to legality of securities being registered hereunder
*5.2	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder
*10.1	Registration Rights Agreement, dated as of February 26, 2004, among PPL Capital Funding, PPL Corporation and the representatives of the several Initial Purchasers named therein
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges (Exhibit 12(a) to PPL Corporation Annual Report on Form 10-K for the year ended December 31, 2003)
*23.1	Consent of PricewaterhouseCoopers LLP
*23.2	Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5.1 filed herewith)
*23.3	Consent of Simpson Thacher & Bartlett LLP (Reference is made to Exhibit 5.2 filed herewith)
*24.1	Power of Attorney of PPL Corporation
*25.1	Statement of Eligibility of Trustee under Indenture on Form T-1.
*99.1	Form of Letter of Transmittal
*99.2	Form of Notice of Guaranteed Delivery
*99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
*99.4	Form of Letter to Clients

EX-4.1

                                                                     EXHIBIT 4.1

                   ------------------------------------------

                           PPL CAPITAL FUNDING, INC.,
                                    AS ISSUER

                                PPL CORPORATION,
                                  AS GUARANTOR

                                       TO

                              JPMORGAN CHASE BANK,
                                   AS TRUSTEE

                                    ---------

                                    INDENTURE

                          DATED AS OF FEBRUARY 26, 2004

                          4.33% NOTES SERIES A DUE 2009

                                       AND

                     4.33% NOTES EXCHANGE SERIES A DUE 2009

                   ------------------------------------------



                                TABLE OF CONTENTS



                                                                                                      PAGE
                                                                                                    
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................       1

         SECTION 101.              Definitions...................................................       1
         SECTION 102.              Compliance Certificates and Opinions..........................       7
         SECTION 103.              Form of Documents Delivered to Trustee........................       7
         SECTION 104.              Acts of Holders...............................................       8
         SECTION 105.              Notices, Etc. to Trustee or Company...........................      10
         SECTION 106.              Notice to Holders of Securities; Waiver.......................      11
         SECTION 107.              Conflict With Trust Indenture Act.............................      11
         SECTION 108.              Effect of Headings and Table of Contents......................      12
         SECTION 109.              Successors and Assigns........................................      12
         SECTION 110.              Separability Clause...........................................      12
         SECTION 111.              Benefits of Indenture.........................................      12
         SECTION 112.              GOVERNING LAW.................................................      12
         SECTION 113.              Legal Holidays................................................      12

ARTICLE TWO THE SECURITIES.......................................................................      12

         SECTION 201.              Title and Terms...............................................      12
         SECTION 202.              Legends.......................................................      14
         SECTION 203.              Execution, Authentication, Delivery and Dating................      17
         SECTION 204.              Form of Trustee's Certificate of Authentication...............      17
         SECTION 205.              Temporary Securities..........................................      18
         SECTION 206.              Registration, Registration of Transfer and Exchange...........      18
         SECTION 207.              Mutilated, Destroyed, Lost and Stolen Securities..............      19
         SECTION 208.              Payment of Interest; Interest Rights Preserved................      20
         SECTION 209.              Persons Deemed Owners.........................................      21
         SECTION 210.              Book-Entry Provisions for the Global Securities...............      21
         SECTION 211.              Special Transfer Provisions...................................      23
         SECTION 212.              Cancellation..................................................      26
         SECTION 213.              Computation of Interest.......................................      26

ARTICLE THREE COVENANTS .........................................................................      27

         SECTION 301.              Payment of Principal and Interest.............................      27
         SECTION 302.              Maintenance of Office or Agency...............................      27
         SECTION 303.              Money for Securities Payments to Be Held in Trust.............      28
         SECTION 304.              Existence as a Corporation....................................      29
         SECTION 305.              Annual Officer's Certificate..................................      29


                                      -i-


                                                                                                    
ARTICLE FOUR REDEMPTION OF SECURITIES............................................................      30

         SECTION 401.              No Right of Redemption........................................      30

ARTICLE FIVE SATISFACTION AND DISCHARGE..........................................................      30

         SECTION 501.              Satisfaction and Discharge of Indenture.......................      30

ARTICLE SIX EVENTS OF DEFAULT; REMEDIES..........................................................      30

         SECTION 601.              Events of Default.............................................      30
         SECTION 602.              Acceleration of Stated Maturity; Rescission and Annulment.....      32
         SECTION 603.              Collection of Indebtedness and Suits
                                        for Enforcement by Trustee...............................      32
         SECTION 604.              Trustee May File Proofs of Claim..............................      33
         SECTION 605.              Trustee May Enforce Claims Without Possession
                                        of Securities............................................      34
         SECTION 606.              Application of Money Collected................................      34
         SECTION 607.              Limitation on Suits...........................................      34
         SECTION 608.              Unconditional Right of Holders to Receive Principal
                                        and Interest.............................................      35
         SECTION 609.              Restoration of Rights and Remedies............................      35
         SECTION 610.              Rights and Remedies Cumulative................................      35
         SECTION 611.              Delay or Omission Not Waiver..................................      35
         SECTION 612.              Control by Holders of Securities..............................      36
         SECTION 613.              Waiver of Past Defaults.......................................      36
         SECTION 614.              Undertaking for Costs.........................................      36
         SECTION 615.              Waiver of Usury, Stay or Extension Laws.......................      37

ARTICLE SEVEN THE TRUSTEE .......................................................................      37

         SECTION 701.              Certain Duties and Responsibilities...........................      37
         SECTION 702.              Notice of Defaults............................................      38
         SECTION 703.              Certain Rights of Trustee.....................................      38
         SECTION 704.              Not Responsible for Recitals or Issuance of Securities........      39
         SECTION 705.              May Hold Securities...........................................      40
         SECTION 706.              Money Held in Trust...........................................      40
         SECTION 707.              Compensation and Reimbursement................................      40
         SECTION 708.              Disqualification; Conflicting Interests.......................      40
         SECTION 709.              Corporate Trustee Required; Eligibility.......................      41
         SECTION 710.              Resignation and Removal; Appointment of Successor.............      41
         SECTION 711.              Acceptance of Appointment by Successor........................      42
         SECTION 712.              Merger, Conversion, Consolidation or Succession to
                                        Business.................................................      43
         SECTION 713.              Preferential Collection of Claims Against Company.............      43
         SECTION 714.              Appointment of Authenticating Agent...........................      43



                                      -ii-


                                                                                                    
ARTICLE EIGHT GUARANTEE .........................................................................      46

         SECTION 801.              Guarantee.....................................................      46
         SECTION 802.              Subrogation...................................................      47
         SECTION 803.              Consideration.................................................      47

ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE OR OTHER  TRANSFER OF GUARANTOR...................      48

         SECTION 901.              Guarantor May Consolidate, Etc., Only on Certain Terms........      48
         SECTION 902.              Successor Person Substituted..................................      48
         SECTION 903.              Limitations...................................................      49

ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................      49

         SECTION 1001.             Lists of Holders..............................................      49
         SECTION 1002.             Reports by Trustee and Company................................      49

ARTICLE ELEVEN CONSOLIDATION, MERGER, CONVEYANCE  OR OTHER TRANSFER OF THE COMPANY...............      50

         SECTION 1101.             Company May Consolidate, Etc., Only on Certain Terms..........      50
         SECTION 1102.             Successor Person Substituted..................................      50
         SECTION 1103.             Limitations...................................................      50

ARTICLE TWELVE SUPPLEMENTAL INDENTURES...........................................................      51

         SECTION 1201.             Supplemental Indentures Without Consent of Holders............      51
         SECTION 1202.             Supplemental Indentures With Consent of Holders...............      52
         SECTION 1203.             Execution of Supplemental Indentures..........................      53
         SECTION 1204.             Effect of Supplemental Indentures.............................      53
         SECTION 1205.             Conformity With Trust Indenture Act...........................      54
         SECTION 1206.             Reference in Securities to Supplemental Indentures............      54

ARTICLE THIRTEEN IMMUNITY OF STOCKHOLDERS, OFFICERS AND DIRECTORS ...............................      54

         SECTION 1301.             Liability Limited.............................................      54



Exhibit A         Form of 4.33% Note [Series A] [Exchange Series A] due 2009

                                     -iii-


                            PPL CAPITAL FUNDING, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of February 26, 2004



Trust Indenture Act Section                                    Indenture Section
                                                           
Section 310 (a)(1).........................................   709
            (a)(2).........................................   709
            (a)(3).........................................   Not Applicable
            (a)(4).........................................   Not Applicable
            (b)............................................   708
                                                              710
Section 311 (a)............................................   713
            (b)............................................   713
            (c)............................................   Not Applicable
Section 312 (a)............................................   1001
            (b)............................................   1001
            (c)............................................   1001
Section 313 (a)............................................   1002
            (b)(1).........................................   Not Applicable
            (b)(2).........................................   1002
            (c)............................................   1002
            (d)............................................   1002
Section 314 (a)............................................   1002
            (a)(4).........................................   305
            (b)............................................   Not Applicable
            (c)(1).........................................   102
            (c)(2).........................................   102
            (c)(3).........................................   Not Applicable
            (d)............................................   Not Applicable
            (e)............................................   102
Section 315 (a)............................................   701(a)
            (b)............................................   702
            (c)............................................   701(b)
            (d)............................................   701(c)
            (d)(1).........................................   701(a)(1), 801(c)(1)
            (d)(2).........................................   701(c)(2)
            (d)(3).........................................   701(c)(3)
            (e)............................................   614
Section 316 (a)............................................   612
                                                              613
            (a)(1)(A)......................................   602
                                                              612
            (a)(1)(B)......................................   613
            (a)(2).........................................   Not Applicable



                                                             
            (b).............................................    608
Section 317 (a)(1)..........................................    603
            (a)(2)..........................................    604
            (b).............................................    303
Section 318 (a).............................................    107



Note: This reconciliation table shall not, for any purpose, be deemed to be part
of this Indenture.



                  INDENTURE, dated as of February 26, 2004 among PPL CAPITAL
FUNDING, INC., a Delaware corporation (herein called the "COMPANY"), having its
principal office at Two North Ninth Street, Allentown, Pennsylvania 18101, as
issuer, PPL CORPORATION, a Pennsylvania corporation (the "GUARANTOR"), as
guarantor, and JPMORGAN CHASE BANK, a New York banking corporation, having its
principal corporate trust office at 4 New York Plaza, New York, New York 10004,
as Trustee (herein called the "TRUSTEE").

                                     RECITAL

                  The Company and the Guarantor have duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Company's 4.33% Notes Series A due 2009 and 4.33% Notes Exchange Series A due
2009 (herein called the "SECURITIES"), to be issued as contemplated herein; and
all acts necessary to make this Indenture a valid agreement of the Company and
the Guarantor, in accordance with its terms, have been performed.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities (except as
otherwise contemplated herein), as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a)      the terms defined in this Section 101 have the
         meanings assigned to them in this Section 101 and include the plural as
         well as the singular;

                  (b)      all terms used herein without definition which are
         defined in the Trust Indenture Act, either directly or by reference
         therein, have the meanings assigned to them therein;

                  (c)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles in the United States of America, and,
         except as otherwise herein expressly provided, the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted in the United States of America at the date
         of such computation;

                  (d)      any reference to an "Article" or a "Section" refers
         to an Article or a Section, as the case may be, of this Indenture; and



                  (e)      the words "herein", "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.

                  "ACT," when used with respect to any Holder of a Security, has
the meaning specified in Section 104(a) hereof.

                  "ADDITIONAL INTEREST" means all amounts, if any, payable
pursuant to Section 6 of the Registration Rights Agreement.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct generally the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "AGENT MEMBERS" has the meaning specified in Section 210(a)
hereof.

                  "AUTHENTICATING AGENT" means any Person or Persons authorized
by the Trustee to act on behalf of the Trustee to authenticate the Securities.

                  "AUTHORIZED OFFICER" means the President, any Vice President,
the Treasurer, or any other Person duly authorized by the Company or the
Guarantor, as applicable, to act in respect of matters relating to this
Indenture.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or the Guarantor or any committee thereof duly authorized to act in
respect of matters relating to this Indenture.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company or the Guarantor, as the
case may be, to have been duly adopted by the Board of Directors of the Company
or the Guarantor, as the case may be, and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                  "BUSINESS DAY" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions or trust companies are generally
authorized or required by law, regulation or executive order to close in The
City of New York or other city in which any Paying Agent is located.

                  "COMMISSION" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the date of execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such time.

                  "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                                      -2-


                  "COMPANY ORDER" OR "COMPANY REQUEST" mean, respectively, a
written order or request, as the case may be, signed in the name of the Company
by an Authorized Officer thereof and delivered to the Trustee.

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 4 New York Plaza (15th Floor), New York, New York 10004, Attention:
Institutional Trust Services.

                  "CORPORATION" means a corporation, association, company, joint
stock company, limited liability company or business trust, and references to
"corporate" and other derivations of "corporation" herein shall be deemed to
include appropriate derivations of such entities.

                  "DEFAULTED INTEREST" has the meaning specified in Section 208
hereof.

                  "DEFINITIVE SECURITY" means any Security that is not a Global
Security.

                  "DEPOSITARY" means, with respect to Securities issuable or
issued in whole or in part in the form of one or more Global Securities, DTC or
any other clearing agency registered under the Exchange Act and appointed as
such pursuant to Section 210(d).

                  "DOLLAR" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

                  "DTC" means The Depository Trust Company.

                  "EVENT OF DEFAULT" has the meaning specified in Section 601
hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE SECURITIES" has the meaning ascribed thereto in
Section 201.

                  "GLOBAL SECURITY" means a Security evidencing all or part of
the Securities, issued to the Depositary or its nominee and registered in the
name of the Depositary or its nominee.

                  "GLOBAL SECURITY LEGEND" has the meaning provided in Section
202(b) hereof.

                  "GUARANTEE" means any guarantee of payment of the Securities
and certain other obligations of the Company pursuant to Article Eight by the
Guarantor.

                  "GUARANTOR" means the Person named as the "Guarantor" in the
first paragraph of this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter,
"Guarantor" shall mean such successor person.

                  "HOLDER" means a Person in whose name a Security is registered
in the Security Register.

                                      -3-


                  "INDENTURE" means this instrument as originally executed and
as it may from time to time be supplemented or amended, including, for all
purposes of this instrument, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "INITIAL PURCHASERS" means the several initial purchasers
party to the Purchase and Exchange Agreement.

                  "INTEREST", where the context requires, shall include
Additional Interest, if any.

                  "INTEREST PAYMENT DATE" means each March 1 and September 1 of
each year, commencing September 1, 2004.

                  "NOTICE OF DEFAULT" means a written notice of the kind
specified in Section 601(c).

                  "OBLIGATIONS" has the meaning specified in Section 801 hereof.

                  "OFFICER'S CERTIFICATE" means a certificate signed by an
Authorized Officer of the Company or the Guarantor, as applicable, and delivered
to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be counsel for the Company or the Guarantor and who shall be acceptable to
the Trustee.

                  "ORIGINAL ISSUE DATE" means February 26, 2004.

                  "OUTSTANDING", when used with respect to the Securities,
means, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except:

                  (a)      Securities theretofore canceled or delivered to the
         Trustee for cancellation;

                  (b)      Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or the Paying
         Agent (other than the Company or the Guarantor) in trust or set aside
         and segregated in trust by the Company or the Guarantor (if the Company
         or the Guarantor shall act as Paying Agent) for the Holders of such
         Securities; and

                  (c)      Securities which have been paid pursuant to Section
         207 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it and the Company that such
         Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor (unless the

                                      -4-


Company, such Affiliate or such obligor owns all Securities Outstanding under
this Indenture, determined without regard to this clause) shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded; provided, however, that Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
it is established to the reasonable satisfaction of the Trustee that the
pledgee, and not the Company, or any such other obligor or Affiliate of either
thereof, has the right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

                  "PAYING AGENT" means any Person, including the Company or the
Guarantor, authorized by the Company or Guarantor, as applicable, to pay the
principal of, or interest on, any Securities on behalf of the Company or any
Guarantees on behalf of the Guarantor.

                  "PERSON" means any individual, corporation, partnership,
limited liability partnership, joint venture, trust or unincorporated
organization or any government or any political subdivision, instrumentality or
agency thereof.

                  "PLACE OF PAYMENT", when used with respect to the Securities
means the place or places, at which, subject to Section 302, principal of, and
interest on, the Securities are payable.

                  "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 207 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "PURCHASE AND EXCHANGE AGREEMENT" means the Purchase and
Exchange Agreement, dated as of February 20, 2004, among the Company, the
Guarantor and Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and
J.P. Morgan Securities Inc., as the representatives of the Initial Purchasers.

                  "QIB" means any "qualified institutional buyer" (as term is
defined in Rule 144A).

                  "REGISTERED EXCHANGE OFFER" shall have the meaning
contemplated by and in accordance with the terms of the Registration Rights
Agreement.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of February 26, 2004, among the Company, the Guarantor and
Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and J.P. Morgan
Securities Inc., as the representatives of the Initial Purchasers.

                  "REGULAR RECORD DATE" for the interest on the Securities and
Additional Interest, if any, means (1) with respect to any Interest Payment Date
for the Securities when represented by a Global Security, the Business Day
immediately preceding such Interest Payment Date and (2) with respect to any
Interest Payment Date for the Securities when held in certificated form, the
15th day (whether or not a Business Day) prior to such Interest Payment Date.

                                      -5-


                  "RESPONSIBLE OFFICER", when used with respect to the Trustee,
means the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer of the Trustee to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

                  "RESTRICTED SECURITIES" has the meaning specified in Section
202(a) hereof.

                  "RESTRICTED SECURITIES LEGEND" has the meaning specified in
Section 202(a) hereof.

                  "RULE 144A" means Rule 144A under the Securities Act.

                  "SECURITIES" has the meaning stated in the recital of this
Indenture and more particularly means any securities authenticated and delivered
under this Indenture.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 206.

                  "SHELF REGISTRATION STATEMENT" shall have the meaning
contemplated by and in accordance with the terms of the Registration Rights
Agreement.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 208(a).

                  "STATED MATURITY" means March 1, 2009.

                  "SUBSIDIARY" means any corporation, company, limited liability
company or other business entity of which the requisite number of shares of
stock or other equity ownership interests having ordinary voting power (without
regard to the occurrence of any contingency) to elect a majority of the
directors, managers or trustees thereof, or any partnership of which more than
50% of the partners' equity interests (considering all partners' equity
interests as a single class) is, in each case, at the time owned or controlled,
directly or indirectly, by the Guarantor, one or more of the Subsidiaries, or
any combination thereof.

                  "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder.

                  "TRUST INDENTURE ACT" means, as of any time, the Trust
Indenture Act of 1939 as in force at such time.

                                      -6-


                  "UNITED STATES" means the United States of America, its
territories, its possessions and other areas subject to its jurisdiction.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Except as otherwise expressly provided in this Indenture, upon
any application or request by the Company or the Guarantor to the Trustee to
take any action under any provision of this Indenture, the Company or the
Guarantor, as the case may be, shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (a)      a statement that each individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions herein relating thereto;

                  (b)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c)      a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                  (a)      Any Officer's Certificate may be based (without
         further examination or investigation), insofar as it relates to or is
         dependent upon legal matters, upon an opinion of, or representations
         by, counsel, unless, in any case, such officer has actual knowledge
         that the certificate or opinion or representations with respect to the
         matters upon which such Officer's Certificate may be based as aforesaid
         are erroneous.

                  Any Opinion of Counsel may be based (without further
examination or investigation), insofar as it relates to or is dependent upon
factual matters, information with respect to which is in the possession of the
Company or the Guarantor, upon a certificate of, or representations by, an
officer or officers of the Company or the Guarantor, as the case may be, unless
such counsel has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his opinion may be based
as aforesaid are erroneous. In addition, any Opinion of Counsel may be based
(without further examination or investigation), insofar as it relates to or is
dependent upon matters covered in an Opinion of Counsel rendered by other
counsel,

                                      -7-


upon such other Opinion of Counsel, unless such counsel has actual knowledge
that the Opinion of Counsel rendered by such other counsel with respect to the
matters upon which his Opinion of Counsel may be based as aforesaid are
erroneous. If, in order to render any Opinion of Counsel provided for herein,
the signer thereof shall deem it necessary that additional facts or matters be
stated in any Officer's Certificate provided for herein, then such certificate
may state all such additional facts or matters as the signer of such Opinion of
Counsel may request.

                  (b)      In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents. Where (i) any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, or (ii) two or more Persons are each required
to make, give or execute any such application, request, consent, certificate,
statement, opinion or other instrument, any such applications, requests,
consents, certificates, statements, opinions or other instruments may, but need
not, be consolidated and form one instrument.

                  (c)      Whenever, subsequent to the receipt by the Trustee of
any Board Resolution, Officer's Certificate, Opinion of Counsel or other
document or instrument, a clerical, typographical or other inadvertent or
unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and
effect as if originally filed in the corrected form and, irrespective of the
date or dates of the actual execution and/or delivery thereof, such substitute
document or instrument shall be deemed to have been executed and/or delivered as
of the date or dates required with respect to the document or instrument for
which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that
action has been taken by or at the request of the Company or the Guarantor which
could not have been taken had the original document or instrument not contained
such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect,
except to the extent that such action was a result of willful misconduct or bad
faith. Without limiting the generality of the foregoing, any Securities or
Guarantees issued under the authority of such defective document or instrument
shall nevertheless be the valid obligations of the Company or the Guarantor, as
the case may be, entitled to the benefits of this Indenture equally and ratably
with all other Outstanding Securities, except as aforesaid.

SECTION 104. ACTS OF HOLDERS.

                  (a)      Any request, demand, authorization, direction,
notice, consent, election, waiver or other action provided by this Indenture to
be made, given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company or the Guarantor, as applicable. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "ACT" of the Holders signing such instrument or

                                      -8-


instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 701)
conclusive in favor of the Trustee, the Company and the Guarantor, if made in
the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof or may be proved in any other manner which the Trustee, the Company and
the Guarantor deem sufficient. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority.

                  (c)      The ownership, principal amount and register numbers
of Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

                  (d)      Any request, demand, authorization, direction,
notice, consent, election, waiver or other Act of a Holder shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Company or the Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security.

                  (e)      Until such time as written instruments shall have
been delivered to the Trustee with respect to the requisite percentage of
principal amount of Securities for the action contemplated by such instruments,
any such instrument executed and delivered by or on behalf of a Holder may be
revoked with respect to any or all of such Securities by written notice by such
Holder or any subsequent Holder, proven in the manner in which such instrument
was proven.

                  (f)      Securities authenticated and delivered after any Act
of Holders may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any action taken by such Act of Holders. If the
Company shall so determine, new Securities, so modified as to conform, in the
opinion of the Trustee and the Company, to such action may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                  (g)      The Company may, at its option, by Company Order, fix
in advance a record date for the determination of Holders entitled to give any
request, demand, authorization, direction, notice, consent, waiver or other Act
solicited by the Company, but the Company shall have no obligation to do so;
provided, however, that the Company may not fix a record date for the giving or
making of any notice, declaration, request or direction referred to in the next
sentence. In addition, the Trustee may, at its option, fix in advance a record
date for the determination of Holders entitled to join in the giving or making
of any Notice of Default, any declaration of acceleration referred to in Section
602, any request to institute proceedings referred to in Section 607 or any
direction referred to in Section 612. If any such record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act,
or such notice, declaration, request or direction, may be given before or after
such record date, but only the Holders of record at the close of business on

                                      -9-


the record date shall be deemed to be Holders for the purposes of determining
(i) whether Holders of the requisite proportion of the Outstanding Securities
have authorized or agreed or consented to such Act (and for that purpose the
Outstanding Securities shall be computed as of the record date) and/or (ii)
which Holders may revoke any such Act (notwithstanding subsection (e) of this
Section); and any such Act, given as aforesaid, shall be effective whether or
not the Holders which authorized or agreed or consented to such Act remain
Holders after such record date and whether or not the Securities held by such
Holders remain Outstanding after such record date.

SECTION 105. NOTICES, ETC. TO TRUSTEE OR COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, (a) the
Trustee by any Holder, by the Company or by the Guarantor, or (b) the Company or
the Guarantor by the Trustee or by any Holder, shall be sufficient for every
purpose hereunder (unless otherwise expressly provided herein) if in writing and
delivered personally to an officer or other responsible employee of the
addressee, or transmitted by facsimile transmission, telex or other direct
written electronic means to such telephone number or other electronic
communications address set forth for such party below or such other address as
the parties hereto shall from time to time designate, or transmitted by
registered mail, charges prepaid, to the applicable address set forth for such
party below or to such other address as either party hereto may from time to
time designate:

                           If to the Company and/or the Guarantor, to:

                           PPL Capital Funding, Inc.
                           Two North Ninth Street
                           Allentown, Pennsylvania  18101

                           Attention: Treasurer
                           Telephone:  (610) 774-5987
                           Telecopy:  (610) 774-5235

                           and

                           PPL Corporation
                           Two North Ninth Street
                           Allentown, Pennsylvania  18101

                           Attention: Vice President-Finance and Treasurer
                           Telephone:  (610) 774-5987
                           Telecopy:  (610) 774-5235

                                      -10-


                           If to the Trustee, to:

                           JPMorgan Chase Bank
                           4 New York Plaza (15th Floor),
                           New York, New York 10004

                           Attention:  Institutional Trust Services
                           Telephone:  (212) 623-5181
                           Telecopy:  (212) 683-6216

                  Any communication contemplated herein shall be deemed to have
been made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission, telex or other direct
written electronic means, on the date of transmission, and if transmitted by
registered mail, on the date of receipt.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
the address of such Holder as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such Notice.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice to
Holders by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

                  Any notice required by this Indenture may be waived in writing
by the Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision hereof which is required or deemed to be
included in this Indenture by, or is otherwise governed by, any provision of the
Trust Indenture Act, such other provision shall control; and if any provision
hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act
shall control. For purposes of this Section, the Indenture shall be deemed to be
at all times qualified under the Trust Indenture Act.

                                      -11-


SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                  The Article and Section headings in this Indenture and the
Table of Contents are for convenience only and shall not affect the construction
hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by each of the
Company or the Guarantor shall bind its successors and assigns, whether so
expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

                  In case any provision in this Indenture or the Securities
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE.

                  Nothing in this Indenture or the Securities, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112. GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date or Stated Maturity
of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or Additional Interest need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Stated Maturity, and, if such payment is made or duly
provided for on such Business Day, no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be, to such Business Day.

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 201. TITLE AND TERMS.

                  (a)      The Securities shall be known and designated as the
"4.33% NOTES SERIES A DUE 2009" and the "4.33% NOTES EXCHANGE SERIES A DUE 2009"
(the "Exchange Securities") of the Company. The Securities shall be issuable in
denominations of $1,000 or integral multiples thereof. The limit upon the
aggregate principal amount of the 4.33% Notes Series A due 2009

                                      -12-


which may be authenticated and delivered pursuant to Section 203 hereof shall be
$201,000,000; the limit upon the aggregate principal amount of the Exchange
Securities which may be authenticated and delivered pursuant to Section 203
hereof shall be $201,000,000; and at all times, the limit of the aggregate
principal amount of the 4.33% Notes Series A due 2009 plus the Exchange
Securities shall be $201,000,000, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of
other Securities pursuant to Sections 205, 206, 207 or 1206.

                  (b)      The Securities shall mature on the date of Stated
Maturity.

                  (c)      Interest on the Securities shall accrue at the rate
of 4.33% per annum from and including the Original Issue Date or from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for until the principal thereof is paid or made available for
payment. Interest shall be paid semi-annually in arrears on each Interest
Payment Date. In addition, Additional Interest may accrue on the Securities and
be payable at the times and in the circumstances described in the Registration
Rights Agreement.

                  (d)      A Holder of any Security at the close of business on
a Regular Record Date shall be entitled to receive interest and Additional
Interest, if any, on such Security on the corresponding Interest Payment Date.

                  (e)      Principal of, interest, and Additional Interest, if
any, on Global Securities shall be payable to DTC in immediately available
funds.

                  (f)      Principal and interest on Definitive Securities shall
be payable in immediately available funds at the office or agency of the Company
maintained for such purpose, initially the Corporate Trust Office of the
Trustee; provided, that interest and Additional Interest, if any, on Definitive
Securities shall be payable at the Company's option (A) to Holders having an
aggregate principal amount of Securities of $2,000,000 or less, by check mailed
to the Holders of such Securities at the address therefor set forth in the
Security Register and (B) to Holders having an aggregate principal amount of
Securities of more than $2,000,000, either by check mailed to each such Holder
at the address therefor set forth in the Security Register or, upon application
by any such Holder to the Security Registrar not later than the relevant Regular
Record Date, by wire transfer in immediately available funds to that Holder's
account within the United States specified in such application, which
application shall remain in effect until the Holder notifies, in writing, the
Security Registrar to the contrary.

                  (g)      The Securities shall not be redeemable.

                  (h)      The Securities shall be guaranteed as to payment by
the Guarantor as provided in Article Eight; provided that nothing herein shall
require the Guarantee to be endorsed on any Security and the failure to so
endorse a Guarantee thereon shall not impair the validity or enforceability of
the Guarantee with respect to any such Security.

                  (i)      The Securities shall initially be issued in the form
of one or more Global Securities.

                                      -13-


                  (j)      The Securities shall be in substantially the form of
Exhibit A hereto with such appropriate insertions, omissions, legends,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

SECTION 202. LEGENDS.

                  (a)      Restricted Securities Legends.

                  Each Security (other than an Exchange Security) issued
hereunder shall, upon issuance, bear the legend set forth in Section 202(a)(1)
(the "RESTRICTED SECURITIES LEGEND"), and such legend shall not be removed
except as provided in Section 202(a)(2). Each Security that bears or is required
to bear the Restricted Securities Legend set forth in Section 202(a)(1) (the
"RESTRICTED SECURITIES") shall be subject to the restrictions on transfer set
forth in this Section 202(a) (including the Restricted Securities Legend set
forth below), and the Holder of each such Restricted Security, by such Holder's
acceptance thereof, shall be deemed to have agreed to be bound by all such
restrictions on transfer.

                  As used in this Section 202(a), the term "TRANSFER"
encompasses any sale, pledge, transfer or other disposition whatsoever of any
Restricted Security.

                           (1)      Restricted Securities Legend for Securities.

                           Except as provided in Section 202(a)(2), any
         certificate evidencing a Security (and all Securities issued in
         exchange therefor or substitution thereof) shall bear a Restricted
         Securities Legend in substantially the following form:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
                  LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THIS NOTE AND ANY
                  INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFERED, SOLD,
                  ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
                  REGISTRATION.

                  THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON
                  ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
                  IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER
                  SUCH NOTE PRIOR TO THE DATE (THE "RESALE RESTRICTION
                  TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE
                  ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH PPL
                  CAPITAL FUNDING, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE
                  COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
                  HEREOF), ONLY (A) TO THE COMPANY OR PPL

                                      -14-


                  CORPORATION, AS GUARANTOR, (B) PURSUANT TO A REGISTRATION
                  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
                  SECURITIES ACT, (C) IF ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
                  ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
                  TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
                  RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL ACCREDITED
                  INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
                  UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTES FOR ITS
                  OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A
                  MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR
                  INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
                  SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
                  SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
                  SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
                  OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
                  DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
                  INFORMATION SATISFACTORY TO IT. THIS LEGEND WILL BE REMOVED
                  UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE. THE INDENTURE CONTAINS A PROVISION REQUIRING
                  THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
                  VIOLATION OF THE FOREGOING RESTRICTION."

                           (2)      Removal of the Restricted Securities
                                    Legends.

                           Each Security shall bear the Restricted Securities
                  Legend set forth in Section 202(a)(1) until the earlier of:

                                    (i)      the date which is the later of two
                           years after the original issuance date of such
                           Security and the last date that the Company, the
                           Guarantor or any of either of their Affiliates was
                           the owner of such Security;

                                    (ii)     the date such Security has been
                           sold pursuant to a registration statement that has
                           been declared effective under the Securities Act (and
                           which continues to be effective at the time of such
                           sale); and

                                    (iii)    the date such Security is exchanged
                           for Exchange Securities issued in a Registered
                           Exchange Offer, which Exchange Securities shall not
                           bear the Restricted Securities Legend.

                                      -15-


                  In the case of clause (2)(i) or (ii), the Holder must give
                  notice thereof to the Trustee.

                           Notwithstanding the foregoing, the Restricted
                  Securities Legend may only be removed from any Security if
                  there is delivered to the Company and the Trustee such
                  satisfactory evidence, which may include an opinion of
                  counsel, as may be reasonably required by the Company, that
                  neither such legend nor the restrictions on transfer set forth
                  therein are required to ensure that transfers of such Security
                  will not violate the registration requirements of the
                  Securities Act or the qualification requirements under any
                  state securities laws. Upon provision of such satisfactory
                  evidence, at the written direction of the Company, the Trustee
                  shall authenticate and deliver in exchange for such Security
                  another Security or Securities having an equal aggregate
                  principal amount that does not bear such legend. If the
                  Restricted Securities Legend has been removed from a Security
                  as provided above, no other Security issued in exchange for
                  all or any part of such Security shall bear such legend,
                  unless the Company has reasonable cause to believe that such
                  other Security is a "restricted security" within the meaning
                  of Rule 144 and instructs the Trustee in writing to cause a
                  Restricted Securities Legend to appear thereon.

                           Any Security (or Security issued in exchange or
                  substitution therefor) as to which such restrictions on
                  transfer shall have expired in accordance with their terms or
                  as to which the conditions for removal of the Restricted
                  Securities Legend set forth in Section 202(a)(1) as set forth
                  therein have been satisfied may, upon surrender of such
                  Security for exchange to the Security Registrar in accordance
                  with the provisions of Section 206, be exchanged for a new
                  Security or Securities, of like tenor and aggregate principal
                  amount, which shall not bear the Restricted Securities Legend
                  required by Section 202(a)(1).

                  (b)      Global Security Legend.

                           Each Global Security shall also bear the following
                  legend (the "GLOBAL SECURITY LEGEND") on the face thereof:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
                  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
                  ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
                  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
                  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                                      -16-



                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, NOMINEES OF DTC
                  OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

SECTION 203. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
an Authorized Officer of the Company, and may have the corporate seal of the
Company affixed thereto or reproduced thereon attested by its Secretary, one of
its Assistant Secretaries or any other Authorized Officer. The signature of any
or all of these officers on the Securities may be manual or facsimile.

                  A Security bearing the manual or facsimile signature of an
individual who was at the time of execution an Authorized Officer of the Company
shall bind the Company, notwithstanding that any such individual has ceased to
be an Authorized Officer prior to the authentication and delivery of the
Security or did not hold such office at the date of such Security.

                  A Security shall not be valid until an authorized officer of
the Trustee manually authenticates the Security. The signature of the Trustee on
a Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture. A Security shall be dated
the date of its authentication.

                  The Trustee shall authenticate and make available for delivery
Securities designated 4.33% Notes Series A due 2009 for issue on the Original
Issue Date in an aggregate principal amount of $201,000,000 upon a Company
Order. Such Company Order shall specify the principal amount of the Securities
to be authenticated and the date the issue of Securities is to be authenticated.
Exchange Securities may be issued in a Registered Exchange Offer pursuant to the
Registration Rights Agreement upon a Company Order in exchange for Securities
bearing the Restricted Securities Legend. Notwithstanding anything to the
contrary contained in this Indenture, the Securities designated 4.33% Notes
Series A due 2009 and the Exchange Securities shall be considered as a single
class for purposes of any Acts of Holders under the Indenture. Without limiting
the generality of the foregoing sentence, all Securities issued under this
Indenture shall consent together on all matters as one class and no Securities
will have the right to consent as a separate class on any matter.

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The Trustee's certificate of authentication shall be in
substantially the form set forth below:

                  This is one of the Securities referred to in the
within-mentioned Indenture.

                                                  JPMorgan Chase Bank,
                                                  as Trustee

                                      -17-


                                                  By: __________________________
                                                          Authorized Officer

SECTION 205. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, with such
appropriate insertions, omissions, substitutions and other variations as any
officer executing such Securities may determine, as evidenced by such officer's
execution of such Securities.

                  If temporary Securities are issued, the Company shall cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities, upon surrender of the temporary
Securities at the office or agency of the Company maintained pursuant to Section
302 in a Place of Payment, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor definitive
Securities, of authorized denominations and of like tenor and aggregate
principal amount.

                  Until exchanged in full as hereinabove provided, temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of like tenor authenticated and delivered
hereunder.

SECTION 206. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept in one of the offices or
agencies designated pursuant to Section 302, with respect to the Securities, a
register (the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and the registration of transfer thereof. The Company shall
designate one Person to maintain the Security Register for the Securities, and
such Person is referred to herein, as the "SECURITY REGISTRAR". The Company
hereby designates the Trustee at its Corporate Trust Office as the initial
Security Registrar. Anything herein to the contrary notwithstanding, the Company
may designate one of its offices or an office of any Affiliate as the office in
which the Security Register with respect to the Securities shall be maintained,
and the Company may designate itself or any Affiliate as the Security Registrar
with respect to the Securities. The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable times.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company maintained pursuant to Section 302 in a
Place of Payment for such Securities, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, of authorized denominations and of like
tenor and aggregate principal amount.

                                      -18-


                  Any Security may be exchanged at the option of the Holder for
one or more new Securities, of authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities, which the Holder making the exchange is entitled to
receive.

                  All Securities delivered upon any registration of transfer or
exchange of Securities shall be valid obligations of the Company, evidencing the
same obligation, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed or shall be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee, duly executed by the Holder
thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 205, 207 or 1206 not involving any transfer.

SECTION 207. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Security and (b) such security or indemnity as may be reasonably
required by them to save each of them and the Guarantor and any agent of either
of them harmless, then, in the absence of notice to the Company or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  Notwithstanding the foregoing, in case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

                  Upon the issuance of any new Security under this Section 207,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Trustee) in
connection therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company,

                                      -19-


whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone other than the Holder of such new Security, and any such
new Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 208. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Unless otherwise provided as contemplated by Section 201 with
respect to the Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the related Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below:

                  (a)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities (or
         their respective Predecessor Securities) are registered at the close of
         business on a date (a "SPECIAL RECORD DATE") for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall promptly
         cause notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities at the address of such Holder as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date.

                                      -20-


                  (b)      The Company may make payment of any Defaulted
         Interest on the Securities in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section 208, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 209. PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
(subject to Sections 206 and 208) interest, if any, on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none of
the Company, the Trustee or any agent of the Company, or the Trustee shall be
affected by notice to the contrary.

SECTION 210. BOOK-ENTRY PROVISIONS FOR THE GLOBAL SECURITIES.

                  (a)      The Global Securities initially shall:

                           (A)      be registered in the name of DTC (or a
                  nominee thereof);

                           (B)      be delivered to the Trustee as custodian for
                  DTC;

                           (C)      bear the Restricted Securities Legend set
                  forth in Section 202(a)(1), unless, upon initial issue, such
                  Restrictive Securities Legend is not required in accordance
                  with Section 202(a)(2); and

                           (D)      bear the Global Security Legend set forth in
                  Section 202(b).

                  Members of, or participants in, DTC ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by DTC, or the Trustee as its custodian, or under such Global
Security, and DTC may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing contained herein
shall prevent the Company, the Trustee or any agent of the Company or Trustee
from giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and the Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b)      The Holder of a Global Security may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

                                      -21-


                  (c)      A Global Security may not be transferred, in whole or
in part, to any Person other than the Depositary (or a nominee thereof), and no
such transfer to any such other Person may be registered. Beneficial interests
in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary and the provisions of Section 211.

                  (d)      If at any time:

                           (1)      DTC notifies the Company in writing that it
                  is unwilling or unable to continue to act as Depositary for
                  the Global Securities (including if DTC ceases to be
                  registered as a "clearing agency" under the Exchange Act) and
                  a successor depositary for the Global Securities is not
                  appointed by the Company within 90 days of such notice; or

                           (2)      the Company, at its option, notifies the
                  Trustee in writing that it elects to cause the issuance of
                  Definitive Securities under this Indenture in exchange for all
                  or any part of the Securities represented by a Global
                  Security;

DTC shall surrender such Global Security or Global Securities to the Trustee for
cancellation and the Company shall execute, and the Trustee, upon receipt of an
Officer's Certificate and Company Order for the authentication and delivery of
Securities, shall authenticate and deliver in exchange for such Global Security
or Global Securities, Definitive Securities in an aggregate principal amount
equal to the aggregate principal amount of such Global Security or Global
Securities. Such Definitive Securities shall be registered in such names as the
Depositary shall identify in writing as the beneficial owners of the Securities
represented by such Global Security or Global Securities (or any nominee
thereof).

                  (e)      Notwithstanding the foregoing, in connection with any
transfer of beneficial interests in a Global Security to the beneficial owners
thereof pursuant to Section 210(d), the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of such Global Security
in an amount equal to the principal amount of the beneficial interests in such
Global Security to be transferred.

                  (f)      No Obligation of the Trustee.

                           (1)      The Trustee shall have no responsibility or
                  obligation to any beneficial owner of a Global Security, a
                  member of, or a participant in, DTC or other Person with
                  respect to the accuracy of the records of DTC or its nominee
                  or of any participant or member thereof, with respect to any
                  ownership interest in the Securities or with respect to the
                  delivery to any participant, member, beneficial owner or other
                  Person (other than DTC) of any notice or the payment of any
                  amount or delivery of any Securities (or other security or
                  property) under or with respect to such Securities. All
                  notices and communications to be given to the Holders and all
                  payments to be made to Holders in respect of the Securities
                  shall be given or made only to or upon the order of the
                  registered Holders (which shall be DTC or its nominee in the
                  case of a Global Security). The rights of beneficial owners in
                  any Global Security shall be exercised only through DTC
                  subject to the applicable rules and procedures of DTC. The
                  Trustee may rely and shall be fully protected in relying

                                      -22-


                  upon information furnished by DTC with respect to its members,
                  participants and any beneficial owners.

                           (2)      The Trustee shall have no obligation or duty
                  to monitor, determine or inquire as to compliance with any
                  restrictions on transfer imposed under this Indenture or under
                  applicable law with respect to any transfer of any interest in
                  any Security (including any transfers between or among DTC
                  participants, members or beneficial owners in any Global
                  Security) other than to require delivery of such certificates
                  and other documentation or evidence as are expressly required
                  by, and to do so if and when expressly required by, the terms
                  of this Indenture, and to examine the same to determine
                  substantial compliance as to form with the express
                  requirements hereof.

SECTION 211. SPECIAL TRANSFER PROVISIONS.

                  Unless a Security is (i) transferred after the time period
referred to in Rule 144(k) under the Securities Act, (ii) sold pursuant to a
registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such sale), or (iii)
exchanged for an Exchange Security in a Registered Exchange Offer, the following
provisions shall apply to any sale, pledge or other transfer of Securities:

                  (a)      Transfer of Securities to a QIB.

                  The following provisions shall apply with respect to the
registration of any proposed transfer of Securities to a QIB:

                           (i)      If the Securities to be transferred consist
                  of a beneficial interest in the Global Securities, the
                  transfer of such interest may be effected only through the
                  book-entry systems maintained by DTC.

                           (ii)     If the Securities to be transferred consist
                  of Definitive Securities, the Security Registrar shall
                  register the transfer if such transfer is being made by a
                  proposed transferor who has checked the box provided for on
                  the form of Security stating (or has otherwise advised the
                  Company and the Security Registrar in writing) that the sale
                  has been made in compliance with the provisions of Rule 144A
                  to a transferee who has signed a certification stating or has
                  otherwise advised the Company and the Security Registrar in
                  writing that:

                           (1)      it is purchasing the Securities for its own
                  account or an account with respect to which it exercises sole
                  investment discretion, in each case for investment and not
                  with a view to distribution;

                           (2)      it and any such account is a QIB within the
                  meaning of Rule 144A;

                           (3)      it is aware that the sale to it is being
                  made in reliance on Rule 144A;

                                      -23-


                           (4)      it acknowledges that it has received such
                  information regarding the Company as it has requested pursuant
                  to Rule 144A or has determined not to request such
                  information; and

                           (5)      it is aware that the transferor is relying
                  upon its foregoing representations in order to claim the
                  exemption from registration provided by Rule 144A.

                  In addition, the Security Registrar shall reflect on its books
and records the date and, if applicable, an increase in the principal amount of
the Global Securities in an amount equal to the aggregate principal amount of
the Definitive Securities to be transferred, and the Trustee shall cancel the
Definitive Securities so transferred.

                  (b)      Transfer of Securities to an IAI. A form in
substantially the form below shall be delivered to the Company in connection
with any transfer of a Definitive Security to an IAI:

                                                                          [Date]

PPL Capital Funding, Inc.
PPL Corporation
c/o JPMorgan Chase Bank, as Trustee
4 New York Plaza (15th Floor),
New York, New York 10004
Attention: Institutional Trust Services

Dear Sirs:

                  This certificate is delivered to request a transfer of
$_________ principal amount of the 4.33% Notes Series A due 2009 (the
"Securities") of PPL Capital Funding, Inc. (the "Company") fully and
unconditionally guaranteed by PPL Corporation (the "Guarantor").

                  Upon transfer, the Securities would be registered in the name
of the new beneficial owner as follows:

                  Name: __________________________________

                  Address: _______________________________

                  Payment Instructions: __________________

                  Taxpayer ID Number: ____________________

                  The undersigned represents and warrants to you that:

                  1.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended (the "Securities Act")) purchasing for our own account or for the
account of such an institutional "accredited investor" at least $250,000
principal amount of the Securities, and we are acquiring the Securities not with
a view to, or for

                                      -24-


offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risk of our investment in
the Securities and we invest in or purchase securities similar to the Securities
in the normal course of our business. We and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

                  2.       We understand that the Securities have not been
registered under the Securities Act or the securities laws of any state or other
jurisdiction and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a to the Company or
the Guarantor, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer as defined Rule 144A (a "QIB") under
the Securities Act that purchases for its own account or for the account of a
QIB and to whom notice is given that the transfer is being made in reliance on
Rule 144A, (d) to an institutional "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for
its own account or for the account of such an institutional "accredited
investor," in each case in a transaction involving a minimum principal amount of
the Securities of $250,000, for investment purposes and not with a view to or
for offer or sale in connection with any distribution in violation of the
Securities Act, or (e) pursuant to another available exemption from the
registration requirements of the Securities Act, subject to (x) the Company's
right prior to any such offer, sale or transfer pursuant to clauses (d) or (e)
to require the delivery of an opinion of counsel, certification and/or other
information satisfactory to it and (y) in each of the foregoing cases to any
requirement of law that the disposition of our property or the property of such
investor account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (d) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and that it is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act.

                  TRANSFEREE:  ___________________________

                  BY:  ___________________________________

                  (c)      Other Exchanges.

                  In the event that Global Securities are exchanged for
Securities in definitive registered form pursuant to Section 210(d) prior to the
completion of the Registered Exchange Offer

                                      -25-




or the effectiveness of a Shelf Registration Statement with respect to such
Securities, such Securities may be exchanged only in accordance with the
provisions of clause (a) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A) and such other
procedures as may from time to time be adopted by the Company.

                  (d)      General.

                  By its acceptance of any Security bearing the Restricted
Securities Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and agrees that it will
transfer such Security only as provided in this Indenture. The Security
Registrar shall not register a transfer of any Security unless such transfer
complies with the restrictions on transfer of such Security set forth in this
Indenture. The Security Registrar shall be entitled to receive and rely on
written instructions from the Company verifying that such transfer complies with
such restrictions on transfer. In connection with any transfer of Securities,
each Holder agrees by its acceptance of the Securities to furnish the Security
Registrar or the Company such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Security Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

                  The Security Registrar shall retain copies of all
certifications, letters, notices and other written communications received
pursuant to Section 202 hereof or this Section 211. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar.

SECTION 212. CANCELLATION.

                  All Securities surrendered for payment or registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and, if not theretofore canceled, shall be promptly
canceled by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever or which the
Company shall not have issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 212,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of in accordance with the Trustee's customary
procedures, and the Trustee shall promptly deliver a certificate of disposition
to the Company unless, by a Company Order, the Company shall direct that
canceled Securities be returned to it.

SECTION 213. COMPUTATION OF INTEREST.

                  Interest on the Securities of each series shall be computed on
the basis of a three hundred sixty (360) day year consisting of twelve (12)
thirty (30) day months, and with respect to any period less than a full calendar
month, on the basis of the actual number of days elapsed during such period.

                                      -26-


                                 ARTICLE THREE

                                    COVENANTS

SECTION 301. PAYMENT OF PRINCIPAL AND INTEREST.

                  The Company shall pay the principal of, and interest on, the
Securities in accordance with the terms of the Securities and this Indenture.
Whenever in this Indenture there is mentioned, in any context, the payment of
interest on any Security, such mention shall be deemed to include mention of the
payment of Additional Interest to the extent that, in such context, Additional
Interest are, were or would be payable in respect thereof pursuant to the
provisions of the Registration Rights Agreement and express mention of the
payment of Additional Interest (if applicable) in any provisions hereof shall
not be construed as excluding Additional Interest in those provisions hereof
where such express mention is not made.

SECTION 302. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in each Place of Payment for the
Securities, an office or agency where payment of such Securities shall be made
or surrendered for payment, where registration of transfer or exchange of
Securities may be effected and where notices and demands to or upon the Company
in respect of Securities and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency and prompt notice to the Holders of any
such change in the manner specified in Section 106. If at any time the Company
shall fail to maintain any such required office or agency in respect of
Securities or shall fail to furnish the Trustee with the address thereof,
payment of Securities may be made, Securities may be surrendered for
registration of transfer or exchange thereof may be effected and notices and
demands in respect thereby may be served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent for all such
purposes in any such event.

                  The Company may also from time to time designate one or more
other offices or agencies with respect to the Securities for any or all of the
foregoing purposes and may from time to time rescind such designations;
provided, however, that, no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency for such
purposes in each Place of Payment for such Securities in accordance with the
requirements set forth above. The Company shall give prompt written notice to
the Trustee, and prompt notice to the Holders in the manner specified in Section
106, of any such designation or rescission and of any change in the location of
any such other office or agency.

                  The Guarantor shall maintain in each Place of Payment for the
Securities, an office or agency where payment of the Guarantees shall be made
and where notices and demands to or upon the Guarantor in respect of the
Guarantees and this Indenture may be served. The Guarantor shall give prompt
written notice to the Trustee of the location, and any change in the location,
of each such office or agency and prompt notice to the Holders of any such
change in the manner specified in Section 106. If at any time the Guarantor
shall fail to maintain any such required office or agency in respect of the
Guarantees or shall fail to furnish the Trustee with the address thereof,
payment of the Guarantees may be made and notices and demands in respect thereby
may be served

                                      -27-


at the Corporate Trust Office of the Trustee, and the Guarantor hereby appoints
the Trustee as its agent for all such purposes in any such event.

                  The Guarantor may also from time to time designate one or more
other offices or agencies with respect to the Guarantees for any or all of the
foregoing purposes and may from time to time rescind such designations;
provided, however, that, no such designation or rescission shall in any manner
relieve the Guarantor of its obligation to maintain an office or agency for such
purposes in each Place of Payment for the Guarantees in accordance with the
requirements set forth above. The Guarantor shall give prompt written notice to
the Trustee, and prompt notice to the Holders in the manner specified in Section
106, of any such designation or rescission and of any change in the location of
any such other office or agency.

                  Anything herein to the contrary notwithstanding, any office or
agency required by this Section 302 may be maintained at an office of the
Company or any Affiliate of the Company, in which event the Company or such
Affiliate, as the case may be, shall perform all functions to be performed at
such office or agency.

                  The Company and the Guarantor hereby appoint the Trustee at
its Corporate Trust Office as agent for all the foregoing purposes.

SECTION 303. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to the Securities, it shall, on or before each due date of the
principal of or interest, if any, on any of such Securities, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it shall, prior to each due date of the principal of or
interest, if any, on such Securities, deposit with such Paying Agents sums
sufficient (without duplication) to pay the principal or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee of its action or failure so to act.

                  The Company shall cause each Paying Agent for the Securities,
other than the Company or the Trustee, to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section 303, that such Paying Agent shall:

                  (a)      hold all sums held by it for the payment of the
         principal of, or interest, if any, on Securities in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (b)      give the Trustee notice of any default by the Company
         (or any other obligor upon the Securities) in the making of any payment
         of principal of, or interest on, the Securities; and

                                      -28-


                  (c)      at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

                  The Company may at any time pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent and, if
as stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Five; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, or
interest, if any, on any Security and remaining unclaimed for two years after
such principal, or interest has become due and payable shall be paid to the
Company on Company Request, or, if then held by the Company, shall be discharged
from such trust; and, upon such payment or discharge, the Holder of such
Security shall thereafter, as an unsecured general creditor and not as the
Holder of an Outstanding Security, look only to the Company for payment of the
amount so due and payable and remaining unpaid, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such payment to
the Company, may at the expense of the Company, either (a) cause to be mailed,
on one occasion only, notice to such Holder that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such mailing, any unclaimed balance of such money then
remaining will be paid to the Company or (b) cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Company.

SECTION 304. EXISTENCE AS A CORPORATION.

                  Subject to the rights of the Company under Article Eleven, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.

SECTION 305. ANNUAL OFFICER'S CERTIFICATE.

                  Not later than March 1 in each year, commencing March 1, 2005,
the Company and the Guarantor shall deliver to the Trustee an Officer's
Certificate which need not comply with Section 102, and which need only be
executed by its principal executive officer, principal financial officer or
principal accounting officer, as to such officer's knowledge of such obligor's
compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement
of notice under this Indenture.

                                      -29-


                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401. NO RIGHT OF REDEMPTION.

                  The Securities are not subject to redemption.

                                  ARTICLE FIVE

                           SATISFACTION AND DISCHARGE

SECTION 501. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as hereinafter expressly provided), and the Trustee, at
the expense of the Company, shall execute such instruments as the Company shall
reasonably request to evidence and acknowledge the satisfaction and discharge of
this Indenture, when:

                  (a)      no Securities remain Outstanding hereunder; and

                  (b)      the Company has paid or caused to be paid all other
         sums payable hereunder by the Company.

                  Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company and the Trustee under
Sections 205, 206, 207, 302, 303, 707 and 714 and this Article shall survive.

                  Upon satisfaction and discharge of this Indenture as provided
in this Section 501, the Trustee shall turn over to the Company any and all
money, securities and other property then held by the Trustee for the benefit of
the Holders of the Securities (except for money held pursuant to the last
paragraph of Section 303) and shall execute and deliver to the Company such
instruments as, in the judgment of the Company, shall be necessary, desirable or
appropriate to effect or evidence the satisfaction and discharge of this
Indenture.

                                  ARTICLE SIX

                           EVENTS OF DEFAULT; REMEDIES

SECTION 601. EVENTS OF DEFAULT.

                  "EVENT OF DEFAULT", means any one of the following events:

                  (a)      the Company defaults in the payment of any interest
         on any Security when it becomes due and payable and continuance of such
         default for a period of 30 days; or

                  (b)      the Company defaults in the payment of the principal
         of any Security when it becomes due and payable at its Stated Maturity
         or upon acceleration; or

                                      -30-


                  (c)      default in the performance of, or breach of, any
         covenant or warranty of the Company or the Guarantor in this Indenture
         (other than a covenant or warranty a default in the performance of
         which or breach of which is elsewhere in this Section 601 specifically
         dealt with) and continuance of such default or breach for a period of
         90 days after there has been given, by registered or certified mail, to
         the Company or the Guarantor, as applicable, by the Trustee, or to the
         Company or the Guarantor, as applicable, and the Trustee by the Holders
         of at least 25% in principal amount of the Outstanding Securities, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "NOTICE OF DEFAULT"
         hereunder, unless the Trustee, or the Holders of a principal amount of
         Securities not less than the principal amount of Securities the Holders
         of which gave such notice, as the case may be, shall agree in writing
         to an extension of such period prior to its expiration; provided,
         however, that the Trustee, or the Holders of such principal amount of
         Securities, as the case may be, shall be deemed to have agreed to an
         extension of such period if corrective action is initiated by the
         Company or the Guarantor within such period and is being diligently
         pursued; or

                  (d)      the Guarantee (i) ceases to be effective (except in
         accordance with its terms); or (ii) is found in any judicial proceeding
         to be unenforceable or invalid; or (iii) is denied or disaffirmed by
         the Guarantor; or

                  (e)      the entry by a court having jurisdiction in the
         premises of (1) a decree or order for relief in respect of the Company
         or the Guarantor in an involuntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or (2) a decree or order adjudging the Company or the
         Guarantor a bankrupt or insolvent, or approving as properly filed a
         petition by one or more Persons other than the Company or the Guarantor
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official for the Company or the
         Guarantor or for any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and any such decree or order
         for relief or any such other decree or order shall have remained
         unstayed and in effect for a period of 60 consecutive days; or

                  (f)      the commencement by the Company or the Guarantor of a
         voluntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by the Company or the Guarantor to the entry of a decree or
         order for relief in respect of the Company or the Guarantor in a case
         or proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against the Company
         or the Guarantor, or the filing by the Company or the Guarantor of a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, or the consent by the Company or
         the Guarantor to the filing of such petition or to the appointment of
         or taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or similar official of the Company or the
         Guarantor or of any substantial part of its property, or the making by
         the Company or the Guarantor of an assignment for the benefit of
         creditors, or the admission by the Company or the Guarantor in writing
         of its

                                      -31-


         inability to pay its debts generally as they become due, or the
         authorization of such action by the Board of Directors of the Company
         or the Guarantor, as the case may be.

SECTION 602. ACCELERATION OF STATED MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default shall have occurred and be continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities may declare the principal amount
of all of the Securities to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon
receipt by the Company of notice of such declaration such principal amount shall
become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to the Securities shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, such declaration and its consequences
shall, without further act, be deemed to have been rescinded and annulled, if

                  (a)      the Company shall have paid or deposited with the
         Trustee a sum sufficient to pay:

                           (1)      all overdue interest, if any, on all
                  Outstanding Securities;

                           (2)      the principal on any Outstanding Securities
                  which have become due otherwise than by such declaration of
                  acceleration and overdue interest thereon;

                           (3)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate borne by
                  the Securities;

                           (4)      all amounts due to the Trustee under Section
                  707;

                  and

                  (b)      all Events of Default with respect to the Securities,
         other than the nonpayment of the principal of Securities which shall
         have become due solely by such declaration of acceleration, shall have
         been cured or waived as provided in Section 613.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

SECTION 603. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  If an Event of Default described in clause (a) or (b) of
Section 601 shall have occurred, the Company shall, upon demand of the Trustee,
pay to it, for the benefit of the Holders of the Securities, the whole amount
then due and payable on the Securities for principal and interest, with interest
on any overdue principal and interest, at the rate borne by the Securities, and,
in addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 707.

                                      -32-


                  If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

                  If an Event of Default with respect to the Securities shall
have occurred and be continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 604. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for amounts due to the Trustee under Section 707) and of the
         Holders allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 707.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, be a member of a
creditors' or similar other committee.

                                      -33-


SECTION 605. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
recovered.

SECTION 606. APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, to the extent permitted by law, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest upon presentation of the Securities in
respect of which or for the benefit of which such money shall have been
collected and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 707;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities for principal and interest in respect of which or for
         the benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Securities for principal and interest, respectively;

                  THIRD: To the payment of the remainder, if any, to the Company
         or to whomsoever may be lawfully entitled to receive the same or as a
         court of competent jurisdiction may direct.

SECTION 607. LIMITATION ON SUITS.

                  No Holder shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

                  (a)      such Holder shall have previously given written
         notice to the Trustee of a continuing Event of Default;

                  (b)      the Holders of not less than 25% in aggregate
         principal amount of the Outstanding Securities shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (c)      such Holder or Holders shall have offered to the
         Trustee reasonable indemnity against the costs, expenses and
         liabilities to be incurred in compliance with such request;

                  (d)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity shall have failed to institute
         any such proceeding; and

                                      -34-


                  (e)      no direction inconsistent with such written request
         shall have been given to the Trustee during such 60-day period by the
         Holders of a majority in aggregate principal amount of the Outstanding
         Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 608. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, and (subject to Section
208) interest on, such Security on the Stated Maturity and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 609. RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding shall have
been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Guarantor, the Trustee
and such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
such Holder shall continue as though no such proceeding had been instituted.

SECTION 610. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided in the last paragraph of Section
207, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 611. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                                      -35-


SECTION 612. CONTROL BY HOLDERS OF SECURITIES.

                  If an Event of Default shall have occurred and be continuing,
the Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee; provided, however, that

                  (a)      such direction shall not be in conflict with any rule
         of law or with this Indenture, and

                  (b)      may not involve the Trustee in personal liability in
         circumstances where indemnity would not, in the Trustee's sole
         discretion, be adequate.

SECTION 613. WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities may on behalf of the Holders of all of the Securities
waive any past default hereunder and its consequences, except a default

                  (a)      in the payment of the principal or interest, or

                  (b)      in respect of a covenant or provision hereof which
         under Section 1202 cannot be modified or amended without the consent of
         the Holder of each Outstanding Security.

                  Upon any such waiver, such default shall cease to exist, and
any and all Events of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

SECTION 614. UNDERTAKING FOR COSTS.

                  The Company and the Trustee agree, and each Holder by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, in each case
in the manner, to the extent, and subject to the exceptions provided in the
Trust Indenture Act; provided that the provisions of this Section 614 shall not
be deemed to authorize any court to require such an undertaking in and shall not
apply to, any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or interest, if
any, on any Security on or after the Stated Maturity expressed in such Security.

                                      -36-


SECTION 615. WAIVER OF USURY, STAY OR EXTENSION LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                 ARTICLE SEVEN

                                   THE TRUSTEE

SECTION 701. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a)      Except during the continuance of an Event of Default,

                           (1)      the Trustee undertakes to perform, such
                  duties and only such duties as are specifically set forth in
                  this Indenture, and no implied covenants or obligations shall
                  be read into this Indenture against the Trustee; and

                           (2)      in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture.

                  (b)      In case an Event of Default shall have occurred and
be continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                  (c)      No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                           (1)      this subsection shall not be construed to
                  limit the effect of subsection (a) of this Section 701;

                           (2)      the Trustee shall not be liable for any
                  error of judgment made in good faith by a Responsible Officer,
                  unless it shall be proved that the Trustee was negligent in
                  ascertaining the pertinent facts;

                                      -37-


                           (3)      the Trustee shall not be liable with respect
                  to any action taken or omitted to be taken by it in good faith
                  in accordance with the direction of the Holders of a majority
                  in principal amount of the Outstanding Securities, as provided
                  herein, relating to the time, method and place of conducting
                  any proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee,
                  under this Indenture; and

                           (4)      no provision of this Indenture shall require
                  the Trustee to expend or risk its own funds or otherwise incur
                  any financial liability in the performance of any of its
                  duties hereunder, or in the exercise of any of its rights or
                  powers, if it shall have reasonable grounds for believing that
                  repayment of such funds or adequate indemnity against such
                  risk or liability is not reasonably assured to it.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

SECTION 702. NOTICE OF DEFAULTS.

                  The Trustee shall give notice of any default hereunder to the
Holders of the Securities in the manner and to the extent required to do so by
the Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 601(c), no such notice to Holders shall be given until at least 45 days
after the occurrence thereof. For the purpose of this Section 702, the term
"default" means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default with respect to the Securities.

SECTION 703. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 701 and to the applicable
provisions of the Trust Indenture Act:

                  (a)      the Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (b)      any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Company Request or Company
         Order, as the case may be, or as otherwise expressly provided herein,
         and any resolution of the Board of Directors of the Company or the
         Guarantor, as the case may be, may be sufficiently evidenced by a Board
         Resolution thereof;

                  (c)      whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,

                                      -38-


         in the absence of bad faith on its part, rely upon an Officer's
         Certificate of the Company or the Guarantor;

                  (d)      the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (e)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any Holder pursuant to this Indenture, unless
         such Holder shall have offered to the Trustee security or indemnity
         reasonably satisfactory to the Trustee against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction;

                  (f)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall (subject to
         applicable legal requirements) be entitled to examine, during normal
         business hours, the books, records and premises of the Company,
         personally or by agent or attorney;

                  (g)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (h)      the Trustee shall not be charged with knowledge of
         any Event of Default unless either (1) a Responsible Officer of the
         Trustee assigned to the Corporate Trust Office of the Trustee (or any
         successor division or department of the Trustee) shall have actual
         knowledge of the Event of Default or (2) written notice of such Event
         of Default shall have been given to the Trustee by the Company or any
         other obligor on the Securities, or by any Holder of the Securities;
         and

                  (i)      the Trustee shall not be charged with knowledge of
         the commencement of any period during which Additional Interest is to
         accrue or of the termination of any such period or as to the amount of
         any such Additional Interest payable at any time and may rely
         conclusively on an Officer's Certificate of the Company as to such
         matters, which Officer's Certificate the Company agrees to provide the
         Trustee upon the commencement or termination of any such period and
         prior to any date that such Additional Interest is payable.

SECTION 704. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

                  The recitals contained herein and in the Securities (except
the Trustee's certificates of authentication) shall be taken as the statements
of the Company and the Guarantor and neither the Trustee nor any Authenticating
Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.

                                      -39-



Neither Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company or the Guarantor of Securities or the proceeds
thereof.

SECTION 705. MAY HOLD SECURITIES.

                  Each of the Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company or the
Guarantor, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 708 and 713, may otherwise deal
with the Company or the Guarantor with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

SECTION 706. MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds, except to the extent required by law. The Trustee
shall be under no liability for interest on or investment of any money received
by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.

SECTION 707. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

                  (a)      to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (b)      except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances reasonably incurred or made by the Trustee
         in accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence, willful misconduct or bad
         faith; and

                  (c)      to indemnify the Trustee and hold it harmless from
         and against, any loss, liability or expense reasonably incurred without
         negligence, willful misconduct or bad faith on its part, arising out of
         or in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such.

SECTION 708. DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the

                                      -40-



manner and with the effect, and subject to the conditions, provided in the Trust
Indenture Act and this Indenture. To the extent permitted by the Trust Indenture
Act, the Trustee shall not be deemed to have a conflicting interest under
Section 310(b)(1) thereof by virtue of being a trustee under this Indenture and
under the following indentures: the Indenture dated as of November 1, 1997 with
the Company and the Guarantor, and the Indenture dated as of May 21, 2003 with
PPL Energy Supply, LLC and the Guarantor.

SECTION 709. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall
be:

                  (a)      a corporation organized and doing business under the
         laws of the United States of America, any state thereof or the District
         of Columbia, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $50,000,000
         and subject to supervision or examination by federal, state or District
         of Columbia authority, or

                  (b)      if and to the extent permitted by the Commission by
         rule, regulation or order upon application, a corporation or other
         Person organized and doing business under the laws of a foreign
         government, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $50,000,000
         or the Dollar equivalent of the applicable foreign currency and subject
         to supervision or examination by authority of such foreign government
         or a political subdivision thereof substantially equivalent to
         supervision or examination applicable to United States institutional
         trustees,

and, in either case, qualified and eligible under this Article Seven and the
Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section 709, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 709 and the Trust Indenture Act, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Seven.

SECTION 710. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article Seven shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 711.

                  (b)      The Trustee may resign at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 711 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

                  (c)      The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Trustee and the Company.

                                      -41-


                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with
                  Section 708 after written request therefor by the Company or
                  by any Holder who has been a bona fide Holder for at least six
                  months, or

                           (2)      the Trustee shall cease to be eligible under
                  Section 709 or Section 310(a) of the Trust Indenture Act and
                  shall fail to resign after written request therefor by the
                  Company or by any such Holder, or

                           (3)      the Trustee shall become incapable of acting
                  or shall be adjudged a bankrupt or insolvent or a receiver of
                  the Trustee or of its property shall be appointed or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any such case, (x) the Company by Board Resolution may remove the
Trustee or (y) subject to Section 614, any Holder who has been a bona fide
Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause (other than as contemplated by clause (y) in subsection (d) or this
Section), the Company, by Board Resolution, shall promptly appoint a successor
Trustee (it being understood that at any time there shall be only one Trustee)
and shall comply with the applicable requirements of Section 711. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 711, become the successor
Trustee and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 711, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee or Authenticating Agent and each appointment of a
successor Trustee or Authenticating Agent to all Holders of Securities in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee or Authenticating Agent and the address of its Corporate Trust
Office.

SECTION 711. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a)      In case of the appointment hereunder of a successor
Trustee, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any

                                      -42-


further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; provided, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of all sums owed to it, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                  (b)      Upon request of any such successor Trustee, the
Company shall execute any instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in subsection (a) of this Section.

                  (c)      No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

                  (d)      The obligations of the Company under Section 707
shall survive the resignation or removal of the Trustee.

SECTION 712. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 713. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company, or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act (a) the term "cash
transaction" shall have the meaning provided in Rule 11b-4 under the Trust
Indenture Act, and (b) the term "self-liquidating paper" shall have the meaning
provided in Rule 11b-6 under the Trust Indenture Act.

SECTION 714. APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities, which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issuance, exchange or
registration of transfer thereof or pursuant to Section 207, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the

                                      -43-


Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state or
territory thereof or the District of Columbia or the Commonwealth of Puerto
Rico, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  The provisions of Sections 209, 704 and 705 shall be
applicable to each Authenticating Agent.

                  If an Authenticating Agent is appointed pursuant to this
Section, the Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternate certificate of authentication in the
following form:

                                      -44-


                  This is one of the Securities referred to in the
within-mentioned Indenture:

                                                  JPMorgan Chase Bank,
                                                  as Trustee

                                                  By: _________________________,
                                                  as Authenticating Agent

                                                  By: _________________________
                                                  Authorized Signatory

                                      -45-


                                 ARTICLE EIGHT

                                    GUARANTEE

SECTION 801.      GUARANTEE.

         The Guarantor hereby fully, unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety, to each Holder of the Securities
and the Trustee (i) the full and punctual payment when due, whether at maturity,
by acceleration or otherwise, of the principal of, and interest on, the
Securities and all other monetary obligations of the Company under this
Indenture (all the foregoing payments and obligations being hereinafter
collectively called the "OBLIGATIONS"). The Guarantee will be unsecured debt of
the Guarantor, not subordinated by its terms to any other obligations of the
Guarantor. The Guarantor further agrees (to the extent permitted by law) that
the Obligations may be extended or renewed, in whole or in part, without notice
or further assent from it, and that it will remain bound under this Article
Eight notwithstanding any extension or renewal of any Obligation.

         The Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. The Guarantor waives notice of any default under the
Securities or the Obligations. The obligations of the Guarantor hereunder shall
not be affected by (a) the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any right or remedy against the Company or any
other Person under this Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
or (e) any change in the ownership of the Company.

         The Guarantor further agrees that the Guarantee herein constitutes a
guarantee of payment when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder or the Trustee to any
security held for payment of the Obligations.

         The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment or performance of the Obligations in full), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise. Without limiting the generality of the foregoing, the obligations
of the Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of the Guarantor or would otherwise
operate as a discharge of the Guarantor as a matter of law or equity.

                                      -46-



         The Guarantor further agrees that the Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of, or interest on any of the Obligations is
rescinded or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against the Guarantor by virtue
hereof, upon the failure of the Company to pay any of the Obligations when and
as the same shall become due, whether at maturity, by acceleration or otherwise,
the Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount
equal to the sum of (i) the unpaid amount of such Obligations then due and owing
and (ii) accrued and unpaid interest on such Obligations then due and owing (but
only to the extent not prohibited by law).

         The Guarantor further agrees that, as between the Guarantor, on the one
hand, and the Holders, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the
purposes of the Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.

         The Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or the
Holders in enforcing any rights under this Section 801.

SECTION 802.      SUBROGATION.

         Notwithstanding any payment or payments made by the Guarantor
hereunder, the Guarantor shall not be entitled to be subrogated to any of the
rights of the Trustee or any Holder against the Company or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Obligations, nor shall the Guarantor seek or be entitled to
seek any contribution or reimbursement from the Company in respect of payments
made by the Guarantor hereunder, until all amounts owing to the Trustee and the
Holders, by the Company on account of the Obligations are paid in full. If any
amount shall be paid to the Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held by the Guarantor in trust for the Trustee and the Holders,
segregated from other funds of the Guarantor, and shall, forthwith upon receipt
by the Guarantor, be turned over to the Trustee in the exact form received by
the Guarantor (duly indorsed by the Guarantor to the Trustee, if required), to
be applied against the Obligations.

SECTION 803.      CONSIDERATION.

         The Guarantor has received, or will receive, direct or indirect
benefits from the making of the Guarantee.

                                      -47-



                                  ARTICLE NINE

                   CONSOLIDATION, MERGER, CONVEYANCE OR OTHER
                              TRANSFER OF GUARANTOR

SECTION 901.      GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Guarantor shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless

         (a)      the Person formed by such consolidation or into which the
    Guarantor is merged or the Person which acquires by conveyance or transfer,
    or which leases, the properties and assets of the Guarantor, substantially
    as an entirety shall be a corporation organized and existing under the laws
    of the United States, any state thereof or the District of Columbia, and
    shall expressly assume, by an indenture supplemental hereto, executed and
    delivered to the Trustee, in form satisfactory to the Trustee, the Guarantee
    under Section 801 and the performance of every obligation of the Guarantor
    under this Indenture on the part of the Guarantor to be performed or
    observed;

         (b)      immediately after giving effect to such transaction, no Event
    of Default with respect to the Guarantor, and no event which, after notice
    or lapse of time or both, would become an Event of Default with respect to
    the Guarantor, shall have occurred and be continuing; and

         (c)      the Guarantor shall have delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that such consolidation,
    merger, conveyance or other transfer or lease and such indenture
    supplemental hereto complies with this Article and that all conditions
    precedent herein provided for relating to such transactions have been
    complied with.

SECTION 902.      SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation by the Guarantor with or merger by the Guarantor
into any other Person or any conveyance or other transfer or lease of the
properties and assets of the Guarantor substantially as an entirety in
accordance with Section 901, the successor Person formed by such consolidation
or into which the Guarantor is merged or the Person to which such conveyance, or
other transfer or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Guarantor under this Indenture with
the same effect as if such successor Person had been named as the Guarantor
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of and released from all obligations under the Guarantee
pursuant to this Indenture, this Indenture and the Securities Outstanding
hereunder (unless the predecessor Person shall have delivered to the Trustee an
instrument waiving such relief and release), and the Trustee shall acknowledge
in writing that the predecessor Person has been so relieved and released.

                                      -48-



SECTION 903.      LIMITATIONS.

         For purposes of clarification and not in limitation of the provisions
of Section 901, nothing in this Indenture shall be deemed to prevent or
restrict:

         (a)      any consolidation or merger after the consummation of which
    the Guarantor would be the surviving or resulting corporation, or

         (b)      any conveyance or other transfer, or lease of any part of the
    properties of the Guarantor which does not constitute the entirety, or
    substantially the entirety, thereof, or

         (c)      the approval by the Guarantor of, or the consent by the
    Guarantor to, any consolidation or merger of any direct or indirect
    subsidiary or affiliate of the Guarantor, or any conveyance, transfer or
    lease by any such subsidiary or affiliate of any of its assets.

                                  ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.     LISTS OF HOLDERS.

         Semiannually, not later than March 1 and September 1 in each year, and
at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.

SECTION 1002.     REPORTS BY TRUSTEE AND COMPANY.

         The Trustee shall transmit to the Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the time and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than July 15 in each calendar year with
respect to the 12-month period ending on the preceding May 15, commencing May
15, 2004. A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

         The Company and the Guarantor shall file with the Trustee (within
thirty (30) days after filing with the Commission in the case of reports that
pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.

                                      -49-



                                 ARTICLE ELEVEN

                        CONSOLIDATION, MERGER, CONVEYANCE
                        OR OTHER TRANSFER OF THE COMPANY

SECTION 1101.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless

         (a)      the Person formed by such consolidation or into which the
    Company is merged or the Person which acquires by conveyance or transfer, or
    which leases, the properties and assets of the Company, substantially as an
    entirety shall be a corporation organized and existing under the laws of the
    United States, any state thereof or the District of Columbia, and shall
    expressly assume, by an indenture supplemental hereto, executed and
    delivered to the Trustee, in form satisfactory to the Trustee, the due and
    punctual payment of the principal of, and interest on, all Outstanding
    Securities and the performance of every covenant of this Indenture on the
    part of the Company to be performed or observed;

         (b)      immediately after giving effect to such transaction, no Event
    of Default, and no event which, after notice or lapse of time or both, would
    become an Event of Default, shall have occurred and be continuing; and

         (c)      the Company shall have delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that such consolidation,
    merger, conveyance or other transfer or lease and such indenture
    supplemental hereto complies with this Article Eleven and that all
    conditions precedent herein provided for relating to such transactions have
    been complied with.

SECTION 1102.     SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1101, the successor Person formed by such consolidation or into
which the Company is merged or the Person to which such conveyance, or other
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of and released from all obligations and covenants under this Indenture
and the Securities Outstanding hereunder (unless the predecessor Person shall
have delivered to the Trustee an instrument waiving such relief and release),
and the Trustee shall acknowledge in writing that the predecessor Person has
been so relieved and released.

SECTION 1103.     LIMITATIONS.

         For purposes of clarification and not in limitation of the provisions
of Section 1101, nothing in this Indenture shall be deemed to prevent or
restrict:

                                      -50-



         (a)      any consolidation or merger after the consummation of which
    the Company would be the surviving or resulting corporation, or

         (b)      any conveyance or other transfer, or lease of any part of the
    properties of the Company which does not constitute the entirety, or
    substantially the entirety, thereof, or

         (c)      the approval by the Company of, or the consent by the Company
    to, any consolidation or merger of any direct or indirect subsidiary or
    affiliate of the Company, or any conveyance, transfer or lease by any such
    subsidiary or affiliate of any of its assets.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Company, the Guarantor and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

         (a)      to evidence the succession of another Person to the Company or
    the Guarantor, as the case may be, and the assumption by any such successor
    of the covenants of the Company or the guarantees of the Guarantor, as the
    case may be, herein and in the Securities or the guarantees of the
    Guarantor, as the case may be, all as provided in Articles Nine and Eleven;
    or

         (b)      to add one or more covenants of the Company or the Guarantor
    or other provisions for the benefit of the Holders of the Securities or to
    surrender any right or power herein conferred upon the Company or the
    Guarantor; or

         (c)      to add any additional Events of Default hereunder; or

         (d)      to change or eliminate any provision of this Indenture or to
    add any new provision to this Indenture; provided, however, that if such
    change, elimination or addition shall adversely affect the interests of the
    Holders of Securities Outstanding on the date of such supplemental indenture
    in any material respect, such change, elimination or addition shall become
    effective with respect to the Securities only pursuant to the provisions of
    Section 1202 hereof; or

         (e)      to provide collateral security for the Securities; or

         (f)      to provide for the authentication and delivery of bearer
    securities and coupons appertaining thereto representing interest, if any,
    thereon and for the procedures for the registration, exchange and
    replacement thereof and for the giving of notice to, and the solicitation of
    the vote or consent of, the Holders thereof, and for any and all other
    matters incidental thereto; or

                                      -51-



         (g)      to evidence and provide for the acceptance of appointment
                  hereunder by a successor Trustee; or

         (h)      to provide for the procedures required to permit the Company
    to utilize, at its option, a non certificated system of registration for the
    Securities; or

         (i)      to change any place or places where (1) the principal of, and
    interest on, the Securities shall be payable, (2) the Securities may be
    surrendered for registration of transfer, (3) the Securities may be
    surrendered for exchange and (4) notices and demands to or upon the Company
    or the Guarantor in respect of the Securities and this Indenture may be
    served; or

         (j)      to cure any ambiguity, to correct or supplement any provision
    herein which may be defective or inconsistent with any other provision
    herein, or to make any other changes to the provisions hereof or to add
    other provisions with respect to matters or questions arising under this
    Indenture, provided that such other changes or additions shall not adversely
    affect the interests of the Holders of Securities in any material respect.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

         (x)      if any such amendment shall require one or more changes to any
    provisions hereof or the inclusion herein of any additional provisions, or
    shall by operation of law be deemed to effect such changes or incorporate
    such provisions by reference or otherwise, this Indenture shall be deemed to
    have been amended so as to conform to such amendment to the Trust Indenture
    Act, and the Company, the Guarantor and the Trustee may, without the consent
    of any Holders, enter into an indenture supplemental hereto to evidence such
    amendment hereof; or

         (y)      if any such amendment shall permit one or more changes to, or
    the elimination of, any provisions hereof which, at the date of the
    execution and delivery hereof or at any time thereafter, are required by the
    Trust Indenture Act to be contained herein or are contained herein to
    reflect any provision of the Trust Indenture Act as in effect at such date,
    this Indenture shall be deemed to have been amended to effect such changes
    or elimination, and the Company, the Guarantor and the Trustee may, without
    the consent of any Holders, enter into an indenture supplemental hereto to
    this Indenture to effect such changes or elimination or evidence such
    amendment.

SECTION 1202.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         Subject to the provisions of Section 1201, with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities under this Indenture by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor, when authorized by an Officer's Certificate, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture; and provided,

                                      -52-



that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security so directly affected,

         (a)      change the Stated Maturity of the principal of, or any
    installment of principal of, or interest on, any Security (other than
    pursuant to the terms thereof), or reduce the principal amount thereof or
    the rate of interest thereon (or the amount of any installment of interest
    thereon) or change the coin or currency (or other property), in which any
    Security or the interest thereon is payable, or impair the right to
    institute suit for the enforcement of any such payment on or after the
    Stated Maturity thereof, or

         (b)      reduce the percentage in principal amount of the Outstanding
    Securities, the consent of the Holders of which is required for any such
    supplemental indenture, or the consent of the Holders of which is required
    for any waiver of any default hereunder and its consequences, or

         (c)      modify any of the provisions of this Section 1202, or Section
    613 with respect to the Securities, except to increase the percentages in
    principal amount referred to in this Section or such other Sections or to
    provide that other provisions of this Indenture cannot be modified or waived
    without the consent of the Holder of each Outstanding Security affected
    thereby.

         It shall not be necessary for any Act of Holders under this Section
1202 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

SECTION 1203.     EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Twelve or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 701) shall be fully protected in relying
upon, an Opinion of Counsel and an Officer's Certificate stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

SECTION 1204.     EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article
Twelve this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. Any supplemental indenture permitted by this
Article Twelve may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.

                                      -53-



SECTION 1205.     CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 1206.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Twelve may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities, so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                                ARTICLE THIRTEEN

                IMMUNITY OF STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1301.     LIABILITY LIMITED.

         No recourse shall be had for the payment of the principal of, or
interest on, any Securities or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
officer, stockholder or director, as such, past, present or future of the
Company, the Guarantor or of any predecessor or successor of the Company or the
Guarantor (either directly or through the Company, the Guarantor or a
predecessor or successor of the Company or the Guarantor), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise. It being expressly agreed and understood
that this Indenture and all the Securities are solely obligations of the
Company, and the Guarantee is solely the obligation of the Guarantor and that no
personal liability whatsoever shall attach to, or be incurred by, officer,
stockholder or director, past, present or future, of the Company, the Guarantor
or of any predecessor or successor of the Company or the Guarantor, either
directly or indirectly through the Company, the Guarantor or any predecessor or
successor of the Company or the Guarantor, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -54-



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the day and year first above written.

                                     PPL CAPITAL FUNDING, INC.

                                     By: /s/ James E. Abel
                                        --------------------------------
                                        Name: James E. Abel
                                        Title: Treasurer

                                     PPL CORPORATION

                                     By: /s/ James E. Abel
                                        --------------------------------
                                        Name: James E. Abel
                                        Title: Vice President-Finance and
                                        Treasurer

                                     JPMORGAN CHASE BANK,
                                         as Trustee

                                     By: /s/ Alfia Monastra
                                        --------------------------------
                                        Name: Alfia Monastra
                                        Title: Vice President

                                      -55-



                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                         [Global Legend, if applicable]

                 [Restrictive Securities Legend, if applicable]

                            PPL CAPITAL FUNDING, INC.
               4.33% NOTE [SERIES A] [EXCHANGE SERIES A] DUE 2009
             FULLY AND UNCONDITIONALLY GUARANTEED BY PPL CORPORATION

Original Issue Date:          February 26, 2004

Stated Maturity:              March 1, 2009

Interest Rate:                4.33%

Interest Payment Dates:       March 1 and September 1

Regular Record Dates:         February 15 and August 15 (whether or not a
                              Business Day), except that when the Securities are
                              represented by a Global Security, one Business Day
                              prior to the Interest Payment Date

Principal Amount $                           No.
                                             CUSIP

         PPL CAPITAL FUNDING, INC., a Delaware corporation (herein called the
"Company," which term includes any successor under the Indenture referred to
below), for value received, hereby promises to pay to       , or registered
assigns, the principal sum of DOLLARS ($     ) [Insert in Global Securities - or
such other principal amount as shall be set forth in the Schedule of Increases
or Decreases in Global Security attached hereto], on the Stated Maturity shown
above and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on each Interest Payment Date as
specified above, commencing on September 1, 2004 and on the Stated Maturity at
the rate per annum shown above (the "Interest Rate") until the principal hereof
is paid or made available for payment and on any overdue principal and on any
overdue installment of interest. In addition, Additional Interest may accrue on
this Security in the circumstances described in the Registration Rights
Agreement. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this 4.33% Note [Series A] [Exchange Series A] due 2009
(this "Security") is registered at the close of business on the Regular Record
Date as specified above next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not

                                      A-1



so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which the Securities shall be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Indenture.

         Payments of interest on this Security will include interest accrued to
but excluding the respective Interest Payment Dates. Payments of interest for
this Security shall be computed and paid on the basis of a 360-day year
consisting of twelve 30-day months and will accrue from February 26, 2004 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for. In the event that any date on which interest is payable on
this Security is not a Business Day, then payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the date the payment was originally payable.
"Business Day" means any day, other than a Saturday or Sunday, that is not a day
on which banking institutions or trust companies are generally authorized or
required by law, regulation or executive order to close in The City of New York
or other city in which any Paying Agent is located.

         Payment of principal of and interest on the Securities shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         The Securities shall not be subject to redemption.

         The Securities shall not have a sinking fund.

         The Securities shall constitute the direct unsecured and unsubordinated
debt obligations of the Company and shall rank equally in priority with the
Company's existing and future unsecured and unsubordinated indebtedness.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                                      A-2



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            PPL CAPITAL FUNDING, INC.

                                            By:_________________________________
                                               Name:
                                               Title:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

This is one of the Securities referred to in
the within-mentioned Indenture.

JPMORGAN CHASE BANK,
     as Trustee,

By:____________________________
   Authorized Officer

Date:

                                      A-3



                              (Reverse of Security)

               4.33% Note [Series A] [Exchange Series A] due 2009

         1. This 4.33% Note [Series A] [Exchange Series A] due 2009 is one of a
duly authorized issue of Securities of the Company (the "Securities"), issued
and issuable under an Indenture, dated as of February 26, 2004 (the
"Indenture"), between the Company, PPL Corporation, as guarantor (the
"Guarantor"), and JPMorgan Chase Bank, as Trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitation of
rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. The
4.33% Notes Series A due 2009 issued on the Original Issue Date are issuable in
the aggregate principal amount of $201,000,000. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.

         2. To guarantee the full and punctual payment of the principal of, and
interest on, the Securities and all other amounts payable by the Company under
the Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Guarantor has unconditionally guaranteed such
obligations pursuant to the terms of the Indenture. The Guarantee is an
unsecured and unsubordinated obligation of the Guarantor and ranks equally with
all other unsecured and unsubordinated indebtedness and obligations of the
Guarantor.

         3. Principal, and interest on Definitive Securities shall be payable in
immediately available funds at the office or agency of the Company maintained
for such purpose, initially the Corporate Trust Office of the Trustee; provided,
that interest and Additional Interest, if any, on Definitive Securities will be
payable at the Company's option (A) to Holders having an aggregate principal
amount of Securities of $2,000,000 or less, by check mailed to the Holders of
such Securities at the address therefore in the Security Register and (B) to
Holders having an aggregate principal amount of Securities of more than
$2,000,000, either by check mailed to each such Holder at the address therefore
in the Security Register or, upon application by any such Holder to the Security
Registrar not later than the relevant Regular Record Date, by wire transfer in
immediately available funds to that Holder's account within the United States
specified in such application, which application shall remain in effect until
the Holder notifies, in writing, the Security Registrar to the contrary.

         4. Initially, JPMorgan Chase Bank will act as Trustee, Paying Agent and
Security Registrar. The Company may appoint and change any Paying Agent,
Security Registrar or co-registrar without notice to any Holder. The Guarantor,
the Company or any other Subsidiary of the Guarantor or the Company may act as
Paying Agent, Security Registrar or co-registrar.

         5. The Securities are in registered form without coupons in
denominations of $1,000 and multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Security Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture.

                                      A-4



         6. The registered Holder of this Security may be treated as the owner
of it for all purposes (subject to Section 208 of the Indenture).

         7. The Trustee and the Paying Agent shall return to the Company upon
Company Request any money or property held by them for the payment of any amount
with respect to the Securities that remains unclaimed for two years, provided,
however, that the Trustee or such Paying Agent, before being required to make
any such payment to the Company, may at the expense of the Company, either (a)
cause to be mailed, on one occasion only, notice to such Holder that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such mailing, any unclaimed balance of such
money then remaining will be paid to the Company or (b) cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Company.

         8. The Indenture or the Securities may be amended with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities; provided, however, that the consent of each Holder
affected is required to (i) change the stated maturity of the principal or
interest on the Security, or reduce the principal amount or interest payable or
change the currency in which the Securities are payable, or impair the right to
bring suit to enforce any payment, (ii) reduce the percentage of holders whose
consent is required for any supplemental indenture or waiver, or (iii) modify
the provisions of the Indenture relating to supplemental indentures and waivers
of past defaults.

         9. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company, the Guarantor and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Articles Nine and Eleven of the Indenture, or
to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add additional provisions for the benefit of the
Holders, or to add additional covenants of the Company or the Guarantor, or
surrender rights and powers conferred on the Company or the Guarantor, or to
comply with any request of the Commission in connection with qualifying the
Indenture under the Trust Indenture Act, or to make any change that does not
adversely affect the rights of any Holder.

         10. Subject to certain exceptions set forth in the Indenture, any
default (other than with respect to nonpayment or in respect of a provision that
cannot be amended without the written consent of each Holder affected) may be
waived with the written consent of the Holders of a majority in principal amount
of the then outstanding Securities.

         11. Under the Indenture, Events of Default include (1) default for 30
days in payment of interest when due on the Securities; (2) default in payment
of principal on the Securities at Stated Maturity, upon declaration or
otherwise; (3) default in the performance of, or breach of, any covenant or
warranty of the Company or the Guarantor in the Indenture and continuance of
such default or breach for a period of 90 days after there has been given, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of

                                      A-5



Default"; (4) the Guarantee (i) ceases to be effective (except in accordance
with its terms); or (ii) is found in any judicial proceeding to be unenforceable
or invalid; or (iii) is denied or disaffirmed by the Guarantor; (5) certain
events of bankruptcy, insolvency or reorganization of the Company or the
Guarantor (the "bankruptcy events"). However, a default under clause (3) will
not constitute an Event of Default until the Trustee or the Holders of at least
25% in principal amount of the outstanding Securities notify the Company or the
Guarantor, as the case may be, of the default and the Company or the Guarantor,
as the case may be, does not cure such default within the time specified in
clause (3) hereof after receipt of such notice.

         12. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities may declare all
the Securities by written notice to the Company to be due and payable
immediately.

         13. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to the Trustee. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default or Event of Default (except a default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

         14. Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

         15. No recourse shall be had for the payment of the principal of, or
interest on, any Securities or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
officer, stockholder or director, as such, past, present or future of the
Company, the Guarantor or of any predecessor or successor of the Company or the
Guarantor (either directly or through the Company, the Guarantor or a
predecessor or successor of the Company or the Guarantor), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise. It being expressly agreed and understood
that this Indenture and all the Securities are solely obligations of the
Company, and the Guarantees are solely obligations of the Guarantor and that no
personal liability whatsoever shall attach to, or be incurred by, officer,
stockholder or director, past, present or future, of the Company, the Guarantor
or of any predecessor or successor of the Company or the Guarantor, either
directly or indirectly through the Company, the Guarantor or any predecessor or
successor of the Company or the Guarantor, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

                                      A-6



         16. This Security shall not be valid until an authorized officer of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

         THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

         The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:

                  PPL Capital Funding, Inc.
                  Two North Ninth Street
                  Allentown, Pennsylvania 18101-1179
                  Attention: Vice President-Finance and Treasurer

                                      A-7



                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         I or we assign and transfer this Security to

         ____________________________________________________________________
                (Print or type assignee's name, address and zip code)

         ____________________________________________________________
                (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint ___________ agent to transfer this Security on
         the books of the Company. The agent may substitute another to act for
         him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                                  (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

[In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

[ ]   1                  acquired for the undersigned's own account, without
                         transfer; or

[ ]   2                  transferred to the Company; or

[ ]   3                  transferred pursuant to and in compliance with
                         Rule 144A under the Securities Act of 1933, as
                         amended (the "Securities Act"); or

[ ]   4                  transferred pursuant to an effective registration
                         statement under the Securities Act; or

                                      A-8



[ ]   5                  transferred to an institutional "accredited investor"
                         (as defined in Rule 501(a)(1), (2), (3) or (7) under
                         the Securities Act), that has furnished to the Trustee
                         a signed letter containing certain representations and
                         agreements (the form of which letter appears as Section
                         211(b) of the Indenture); or

[ ]   6                  transferred pursuant to another available exemption
                         from the registration requirements of the Securities
                         Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if box (5) or
(6) is checked, the Company may require, prior to registering any such transfer
of the Securities, in its sole discretion, such legal opinions, certifications
and other information as the Company may reasonably request to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.

                                           _____________________________________
                                           Signature

Signature Guarantee:

_______________________________________    _____________________________________
(Signature must be guaranteed)             Signature
_______________________________________    _____________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

                                      A-9



_______________________________________]*
Dated:

* To be deleted in Exchange Securities.

                                      A-10



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The following increases or decreases in this Global Security have been
made:



                                                       Principal         Signature of
                  Amount of          Amount of       Amount of this       authorized
                 decrease in        increase in      Global Security     signatory of
                  Principal          Principal       following such       Trustee or
Date of        Amount of this      Amount of this      decrease or        Securities
Exchange       Global Security    Global Security       increase           Custodian
- --------       ---------------    ----------------   ---------------     ------------
                                                             


                                      A-11

EX-5.1

                                                                     Exhibit 5.1
                          [PPL Corporation Letterhead]







                                              May 25, 2004


PPL Capital Funding, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101

Ladies and Gentlemen:

                  I am Senior Counsel of PPL Services Corporation, a wholly
owned subsidiary of PPL Corporation, a Pennsylvania corporation (the
"Guarantor"), and an affiliate of PPL Capital Funding, Inc., a Delaware
corporation (the "Company") (collectively "PPL"), and as such am familiar with
their affairs, including the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by PPL with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the issuance by the Company of $201,000,000 aggregate
principal amount of 4.33% Notes Exchange Series A due 2009 (the "Exchange
Securities") and the issuance by the Guarantor of a guarantee (the "Guarantee")
with respect to the Exchange Securities.

                  The Exchange Securities and the Guarantee will be issued
pursuant to an indenture dated as of February 26, 2004 (the "Indenture") entered
into between the Guarantor, the Company and JPMorgan Chase Bank, as Trustee (the
"Trustee"). The Exchange Securities will be offered by the Company in exchange
for $201,000,000 aggregate principal amount of its outstanding 4.33% Notes
Series A due 2009.


PPL Capital Funding, Inc.             -2-                          May 25, 2004


                  In rendering the opinions below, I have assumed that at the
time of execution, authentication, issuance and delivery of the Exchange
Securities and the Guarantee, the Indenture will be the valid and legally
binding obligation of the Trustee.

                  I have examined the Registration Statement, the Indenture, the
form of the Exchange Securities and the Guarantee which terms are set forth in
the Indenture, each of which has been filed with the Commission as exhibits to
the Registration Statement. I have also examined or caused to be examined on my
behalf, or there have been examined by predecessors of mine, the franchises
under which the Guarantor operates, consisting of charter rights from the
Commonwealth of Pennsylvania and local consents. Based upon such examination,
upon my familiarity with the Guarantor, and upon an examination of such other
documents and questions of law as I have deemed appropriate for purposes of this
opinion, I am of the opinion that:

                  (1) Each of the Guarantor and the Company is validly organized
and existing as a corporation in good standing under the laws of the
jurisdiction of its organization and is duly qualified to carry on the business
which it is now conducting.

                  (2) The Exchange Securities have been duly authorized by the
Guarantor and by the Company. All other requisite action necessary to make the
Exchange Securities valid, legal and binding obligations of the Company will
have been taken when:

                      (a) the Registration Statement, as it may be amended,
shall have become effective under the Act; and

                      (b) the Exchange Securities shall have been duly executed,
issued and delivered upon the Exchange and in accordance with the provisions of
the definitive Indenture.

                 (3) The Guarantee has been duly authorized by the Guarantor.
All other requisite action necessary to make the Guarantee the valid, legal and
binding obligation of the Guarantor, enforceable in accordance with its terms,
will have been taken when:

                      (a) the Registration Statement, as it may be amended,
shall have become effective under the Act and

                      (b) the Guarantee shall have been duly issued and
delivered upon the Exchange and in accordance with the provisions of the
definitive Indenture (assuming the



PPL Capital Funding, Inc.             -3-                          May 25, 2004



Exchange Securities shall have been duly executed, authorized, issued and
delivered as described above).

                  My opinions set forth in paragraphs 2 and 3 above are subject
to (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of
good faith and fair dealing.

                  I am a member of the Pennsylvania Bar and the Delaware Bar and
do not hold myself out as an expert on the laws of any other jurisdiction.
Insofar as the opinions herein relate to or are dependent upon matters governed
by laws of the State of New York, I have relied upon the opinion of Simpson
Thacher & Bartlett LLP dated the date hereof.

                  I hereby consent to the use of this opinion as an exhibit to
said Registration Statement and to the use of my name in the Registration
Statement and in the Prospectus constituting a part thereof under the caption
"Legal Matters." I also hereby give my consent to the use of my name in the
opinion of Simpson Thacher & Bartlett LLP, filed as Exhibit 5.2 to said
Registration Statement.

                  In rendering its opinion, Simpson Thacher & Bartlett LLP may
rely upon this opinion as to matters of Pennsylvania law addressed herein as if
this opinion were addressed directly to them.


                                         Very truly yours,


                                         /s/ Thomas D. Salus
                                         -------------------

                                         Thomas D. Salus

EX-5.2

                                                                     Exhibit 5.2


                 [Letterhead of Simpson Thacher & Bartlett LLP]


                                     May 25, 2004


PPL Capital Funding, Inc.
Two North Ninth Street
Allentown, Pennsylvania  18101-1179

Ladies and Gentlemen:

         We have acted as counsel to PPL Capital Funding, Inc., a Delaware
corporation (the "Company"), and to PPL Corporation, a Pennsylvania corporation
(the "Guarantor") in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Company and the Guarantor with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, relating to the issuance by the Company of $201,000,000
aggregate principal amount of 4.33% Notes Exchange Series A due 2009 (the
"Exchange Securities") and the issuance by the Guarantor of a guarantee (the
"Guarantee") with respect to the Exchange Securities. The Exchange Securities
and the Guarantee will be issued under an indenture dated as of February 26,
2004 (the "Indenture") among the Company, the Guarantor and JPMorgan Chase Bank,
as trustee (the "Trustee"). The Exchange Securities will be offered by the
Company in exchange for $201,000,000 aggregate principal amount of its
outstanding 4.33% Notes Series A due 2009.

         We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such corporate records, agreements, documents and other instruments
and have made such other investigations as we have deemed relevant and necessary
in connection with the opinions hereinafter set forth. As to questions of fact
material to this opinion, we have relied upon certificates or comparable
documents of public officials and of officers and representatives of the Company
and the Guarantor.

         In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We also have assumed that the Indenture is the valid and legally
binding obligation of the Trustee.



PPL CAPITAL FUNDING, INC.           -2-                            MAY 25, 2004


         Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that:

                  1. When the Exchange Securities have been duly executed,
         authenticated, issued and delivered in accordance with the provisions
         of the Indenture upon the exchange, the Exchange Securities will
         constitute valid and legally binding obligations of the Company
         enforceable against the Company in accordance with their terms.

                  2. When (a) the Exchange Securities have been duly executed,
         authenticated, issued and delivered in accordance with the provisions
         of the Indenture upon the exchange and (b) the Guarantee has been duly
         issued, the Guarantee will constitute valid and legally binding
         obligations of the Guarantor enforceable against the Guarantor in
         accordance with their terms.

         Our opinions set forth above are subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law) and (iii) an implied covenant of good faith and fair dealing.

         Insofar as the opinions expressed herein relate to or are dependent
upon matters governed by the law of the Commonwealth of Pennsylvania, we have
relied upon the opinion of Thomas D. Salus, Esq., Senior Counsel of PPL Services
Corporation, a wholly owned subsidiary of the Guarantor and an affiliate of the
Company, dated the date hereof.

         We do not express any opinion herein concerning any law other than the
law of the State of New York, the federal law of the United States and the
Delaware General Corporation Law (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing) and, to the extent set forth herein, the
law of the Commonwealth of Pennsylvania.

         We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.

                                 Very truly yours,

                                   /s/ Simpson Thacher & Bartlett LLP
                                 ------------------------------------

                                 SIMPSON THACHER & BARTLETT LLP

EX-10.1

                                                                    EXHIBIT 10.1

                                  $201,000,000

                            PPL CAPITAL FUNDING, INC.

                          4.33% NOTES SERIES A DUE 2009

                   UNCONDITIONALLY GUARANTEED AS TO PAYMENT BY

                                 PPL CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

                                                               February 26, 2004

Wachovia Capital Markets, LLC,
Banc One Capital Markets, Inc.,
J.P. Morgan Securities Inc.,
     as Representatives of the several Initial Purchasers,
     c/o Wachovia Capital Markets, LLC,
         One Wachovia Center,
              301 South College Street, TW-7,
                  Charlotte, North Carolina 28288.

Ladies and Gentlemen:

         PPL Capital Funding, Inc., a corporation organized under the laws of
the State of Delaware (the "COMPANY"), proposes to issue and sell to Wachovia
Capital Markets, LLC, Banc One Capital Markets, Inc., J.P. Morgan Securities
Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc. (collectively, the
"INITIAL PURCHASERS"), upon the terms set forth in a purchase and exchange
agreement of even date herewith (the "PURCHASE AND EXCHANGE AGREEMENT"),
$201,000,000 aggregate principal amount of its 4.33% Notes Series A Due 2009
(the "INITIAL NOTES"), unconditionally guaranteed (the "INITIAL GUARANTEES" and,
collectively with Initial Notes, the "INITIAL SECURITIES") as to payment by PPL
Corporation, a corporation organized under the laws of the Commonwealth of
Pennsylvania (the "GUARANTOR"). The Initial Securities will be issued pursuant
to an indenture, dated as of February 26, 2004 (the "INDENTURE"), among the
Company, the Guarantor and JPMorgan Chase Bank, as trustee (the "TRUSTEE"). As
an



inducement to the Initial Purchasers to enter into the Purchase and Exchange
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company and the Guarantor agree with the Initial
Purchasers, for the benefit of the Initial Purchasers and the holders of the
Securities (as defined below) (collectively the "HOLDERS"), as follows:

         1.       Registered Exchange Offer. Unless not permitted by applicable
law (after the Company and the Guarantor have complied with the ultimate
paragraph of this Section 1), the Company and the Guarantor shall prepare and,
not later than 90 days (such 90th day being a "FILING DEADLINE") after the date
on which the Initial Purchasers purchase the Initial Securities pursuant to the
Purchase and Exchange Agreement (the "CLOSING DATE"), file with the Securities
and Exchange Commission (the "COMMISSION"), a registration statement (the
"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer
Restricted Securities (as defined below), who are not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of debt securities of the Company issued under
the Indenture, guaranteed by the Guarantor, identical in all material respects
to the Initial Securities, except for the transfer restrictions relating to the
Initial Securities, and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company and the Guarantor shall use their reasonable best
efforts to (i) cause such Exchange Offer Registration Statement to become
effective under the Securities Act within 240 days after the Closing Date (such
240th day being an "EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER
REGISTRATION PERIOD").

         If the Company and the Guarantor commence the Registered Exchange
Offer, the Company and the Guarantor (i) will be entitled to consummate the
Registered Exchange Offer 30 days after such commencement (provided that the
Company and the Guarantor have accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the Registered Exchange Offer)
and (ii) will use their reasonable best efforts to consummate the Registered
Exchange Offer no later than 40 days after the date that the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE").

         Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Guarantor shall promptly commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each
Holder of Transfer Restricted Securities electing to exchange the Initial
Securities for Exchange Securities (a) to make such exchange (assuming that such
Holder (i) is not an affiliate of the Company or the Guarantor within the
meaning of the Securities Act, (ii) acquires the Exchange Securities in the
ordinary course of such Holder's business, (iii) has no

                                       2



arrangements or understandings with any person to participate in the
distribution of the Exchange Securities and (iv) is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
and (b) to trade such Exchange Securities from and after their receipt without
any limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

         The Company, the Guarantor, the Initial Purchasers and each Exchanging
Dealer (as defined below) acknowledge that, pursuant to current interpretations
by the Commission's staff of Section 5 of the Securities Act, in the absence of
an applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information substantially in the form set forth in (a) Annex A
hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto
in the "Plan of Distribution" section of such prospectus in connection with a
sale of any such Exchange Securities received by such Exchanging Dealer pursuant
to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to
sell Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

         "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the date
on which such Security has been exchanged by a person for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) following the exchange
by a broker-dealer in the Registered Exchange Offer of an Initial Security for
an Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement as defined below or (iv) the date on which such Security
is distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.

         In connection with the Registered Exchange Offer, the Company and the
Guarantor shall:

                  (a)      mail to each Holder a copy of the prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b)      keep the Registered Exchange Offer open for not less
         than 30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                                       3



                  (c)      utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan,
         The City of New York, which may be the Trustee or an affiliate of the
         Trustee;

                  (d)      permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e)      otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
the Company and the Guarantor shall:

                  (x)      accept for exchange all the Securities validly
         tendered and not withdrawn pursuant to the Registered Exchange Offer;

                  (y)      deliver to the Trustee for cancellation all the
         Initial Securities so accepted for exchange; and

                  (z)      cause the Trustee to authenticate and deliver
         promptly to each Holder of the Initial Securities, Exchange Securities
         equal in principal amount to the Initial Securities of such Holder so
         accepted for exchange.

         The Company and the Guarantor shall use their reasonable best efforts
to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus
to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided, however, that (i) in the case where such prospectus and any amendment
or supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 90 days and the date on which all
Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities
held by them (unless such period is extended pursuant to Section 3(j) below) and
(ii) the Company and the Guarantor shall make such prospectus and any amendment
or supplement thereto available to any broker-dealer upon request for use in
connection with any resale of any Exchange Securities for a period of not less
than 180 days after the consummation of the Registered Exchange Offer.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security issued pursuant to the Registered
Exchange Offer will accrue from the last interest payment date on which interest
was paid on the Initial Securities surrendered in exchange therefor or, if no
interest has been paid on the Initial Securities, from the date of original
issue of the Initial Securities.

                                       4



         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company and the Guarantor that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or the
Guarantor or if it is an affiliate, such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company and the
Guarantor will ensure that:

                  (i)      any Exchange Offer Registration Statement and any
         amendment thereto and any prospectus forming part thereof and any
         supplement thereto complies in all material respects with the
         Securities Act and the rules and regulations thereunder,

                  (ii)     any Exchange Offer Registration Statement and any
         amendment thereto does not, when it becomes effective, contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and

                  (iii)    any prospectus forming part of any Exchange Offer
         Registration Statement, and any supplement to such prospectus, does not
         include an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

         2.       Shelf Registration. If (i) the Company and the Guarantor are
not permitted to effect a Registered Exchange Offer, as contemplated by Section
1 hereof, because of any change in law or in applicable interpretations thereof
by the staff of the Commission, (ii) the Registered Exchange Offer is not
consummated by the 280th day after the Closing Date, (iii) any Initial Purchaser
so requests with respect to the Initial Securities not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer, or (iv) the Company and
the Guarantor so elect, the Company and the Guarantor shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clause (iii) the
receipt of the required notice, being a "TRIGGER DATE"):

                                       5



                  (a)      The Company and the Guarantor shall use their
         reasonable best efforts to file as promptly as practicable (but in no
         event more than 90 days after the Trigger Date (such 90th day being a
         "FILING DEADLINE")) with the Commission and thereafter use their
         reasonable best efforts to cause to be declared effective no later than
         180 days after the Trigger Date (such 180th day being an "EFFECTIVENESS
         DEADLINE") a registration statement (the "SHELF REGISTRATION STATEMENT"
         and, together with the Exchange Offer Registration Statement, a
         "REGISTRATION STATEMENT") on an appropriate form under the Securities
         Act relating to the offer and sale of the Transfer Restricted
         Securities by the Holders thereof from time to time in accordance with
         the methods of distribution set forth in the Shelf Registration
         Statement and Rule 415 under the Securities Act (hereinafter, the
         "SHELF REGISTRATION"); provided, however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

                  (b)      The Company and the Guarantor shall use their
         reasonable best efforts to keep the Shelf Registration Statement
         continuously effective in order to permit the prospectus forming a part
         thereof to be lawfully delivered by the Holders of the relevant
         Securities, for a period ending on the earlier of (i) two years from
         the Closing Date or (ii) such shorter period that will terminate when
         all the Securities covered by the Shelf Registration Statement (A) have
         been sold pursuant thereto or (B) are no longer restricted securities
         (as defined in Rule 144 under the Securities Act, or any successor rule
         thereof).

                  (c)      Notwithstanding any other provisions of this
         Agreement to the contrary, the Company and the Guarantor shall cause
         the Shelf Registration Statement and the related prospectus and any
         amendment or supplement thereto, as of the effective date of the Shelf
         Registration Statement, amendment or supplement, (i) to comply in all
         material respects with the applicable requirements of the Securities
         Act and the rules and regulations of the Commission and (ii) in each
         case, other than with respect to information included therein in
         reliance upon or in conformity with information furnished to the
         Company and the Guarantor by or on behalf of any Holder specifically
         for use therein ("HOLDERS' INFORMATION"), not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

         3.       Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

                  (a)      The Company and the Guarantor shall (i) furnish to
         each Initial Purchaser, prior to the filing thereof with the
         Commission, a copy of the Registration Statement and each amendment
         thereof and each supplement, if any, to the prospectus included therein
         and, in the event that an Initial Purchaser (with

                                       6



         respect to any portion of an unsold allotment from the original
         offering) is participating in the Registered Exchange Offer or the
         Shelf Registration Statement, the Company and the Guarantor shall use
         their reasonable best efforts to reflect in each such document, when so
         filed with the Commission, such comments as such Initial Purchaser
         reasonably may propose; (ii) include the information substantially in
         the form set forth in Annex A hereto on the cover, in Annex B hereto in
         the "Exchange Offer Procedures" section and the "Purpose of the
         Exchange Offer" section and in Annex C hereto in the "Plan of
         Distribution" section of the prospectus forming a part of the Exchange
         Offer Registration Statement (including any such changes, reasonably
         acceptable to the Initial Purchasers, the Company and the Guarantor,
         necessary to reflect any changes in the positions taken or policies
         made by the staff of the Commission with respect to the potential
         "underwriter" status of any broker-dealer that is the beneficial owner
         (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT")) of Exchange Securities received by such
         broker-dealer in the Registered Exchange Offer (a "PARTICIPATING
         BROKER-DEALER"), whether such positions or policies have been publicly
         disseminated by the staff of the Commission or such positions or
         policies, in the reasonable judgment of the Initial Purchasers based
         upon advice of counsel (which may be in-house counsel), represent the
         prevailing views of the staff of the Commission) and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; (iii) if requested
         by an Initial Purchaser, include the information required by Items 507
         or 508 of Regulation S-K under the Securities Act, as applicable, in
         the prospectus forming a part of the Exchange Offer Registration
         Statement; and (iv) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b)      The Company and the Guarantor shall give written
         notice to the Initial Purchasers, the Holders of the Securities, if
         applicable, and any Participating Broker-Dealer from whom the Company
         and the Guarantor have received prior written notice that it will be a
         Participating Broker-Dealer in the Registered Exchange Offer (which
         notice pursuant to clauses (ii) through (v) of this Section 3(b) shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                           (i)      when the Registration Statement or any
                  amendment thereto has been filed with the Commission and when
                  the Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii)     of any request by the Commission for
                  amendments or supplements to the Registration Statement or the
                  prospectus included therein or for additional information;

                                       7



                           (iii)    of the issuance by the Commission of any
                  stop order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)     of the receipt by the Company or the
                  Guarantor of any notification with respect to the suspension
                  of the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v)      of the happening of any event that requires
                  the Company or the Guarantor to make changes in the
                  Registration Statement or the prospectus in order that the
                  Registration Statement or the prospectus do not contain an
                  untrue statement of a material fact nor omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein (in the case of the prospectus, in
                  light of the circumstances under which they were made) not
                  misleading.

                  (c)      The Company and the Guarantor shall make every
         reasonable effort to obtain the withdrawal at the earliest possible
         time of any order suspending the effectiveness of the Registration
         Statement.

                  (d)      Upon the written request of any Holder, the Company
         and the Guarantor shall furnish to such Holder of Securities included
         within the coverage of the Shelf Registration, without charge, at least
         one conformed copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if any such Holder specifies in such request, all
         exhibits thereto (including those, if any, incorporated by reference).

                  (e)      The Company and the Guarantor shall deliver to each
         Exchanging Dealer and each Initial Purchaser, and to any other Holder
         who so requests, without charge, at least one conformed copy of the
         Exchange Offer Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules, and, if any
         Initial Purchaser or any such Holder requests in writing, all exhibits
         thereto (including those incorporated by reference).

                  (f)      The Company and the Guarantor shall, during the Shelf
         Registration Period, deliver to each Holder of Securities included
         within the coverage of the Shelf Registration, without charge, as many
         copies of the prospectus (including each preliminary prospectus)
         included in the Shelf Registration Statement and any amendment or
         supplement thereto as such person may reasonably request. The Company
         and the Guarantor consent, subject to the provisions of this Agreement,
         to the use of the prospectus or any amendment or supplement thereto by
         each of the selling Holders of the Securities in connection with the
         offering and sale of the Securities covered by the prospectus, or any
         amendment or supplement thereto, forming a part of the Shelf
         Registration Statement.

                                       8



                  (g)      The Company and the Guarantor shall deliver to each
         Initial Purchaser, any Exchanging Dealer, any Participating
         Broker-Dealer and such other persons required to deliver a prospectus
         following the Registered Exchange Offer, without charge, as many copies
         of the final prospectus included in the Exchange Offer Registration
         Statement and any amendment or supplement thereto as such persons may
         reasonably request. The Company and the Guarantor consent, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by any Initial Purchaser, if necessary,
         any Participating Broker-Dealer and such other persons required to
         deliver a prospectus following the Registered Exchange Offer in
         connection with the offering and sale of the Exchange Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in such Exchange Offer Registration Statement.

                  (h)      Prior to the effective date of any Registration
         Statement, the Company and the Guarantor will use their reasonable best
         efforts to register or qualify or cooperate with the Holders of the
         Securities included therein and their respective counsel in connection
         with the registration or qualification of the Securities for offer and
         sale under the securities or "blue sky" laws of such states of the
         United States as any Holder of the Securities reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Securities
         covered by such Registration Statement; provided, however, that neither
         the Company nor the Guarantor shall be required to qualify to do
         business as a foreign corporation or as a securities dealer or to file
         a general consent to service of process or to file annual reports or to
         comply with any other requirements deemed by the Company or the
         Guarantor to be unduly burdensome.

                  (i)      The Company and the Guarantor shall cooperate with
         the Holders of the Securities to facilitate the timely preparation and
         delivery of certificates representing the Securities to be sold
         pursuant to any Registration Statement free of any restrictive legends
         and in such denominations and registered in such names as the Holders
         may request in writing a reasonable period of time prior to sales of
         the Securities pursuant to such Registration Statement.

                  (j)      Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company and the Guarantor are required to maintain an
         effective Registration Statement, the Company and the Guarantor shall
         promptly prepare and file a post-effective amendment to the
         Registration Statement or a supplement to the related prospectus and
         any other required document so that, as thereafter delivered to Holders
         of the Securities or purchasers of Securities, the prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                                       9



                  (k)      In the case of a Shelf Registration Statement, each
         Holder of Securities to be registered pursuant thereto agrees by
         acquisition of such Securities that, upon receipt of any notice from
         the Company and the Guarantor pursuant to paragraphs (ii) through (v)
         of Section 3(b) above, such Holder will discontinue disposition of such
         Securities until such Holder's receipt of copies of the supplemental or
         amended prospectus contemplated by Section 3(j) or until advised in
         writing (the "ADVICE") by the Company or the Guarantor that the use of
         the applicable prospectus may be resumed. If the Company or the
         Guarantor shall give any notice under paragraphs (ii) through (v) of
         Section 3(b) above, during the period that the Company and the
         Guarantor are required to maintain an effective Registration Statement
         (the "EFFECTIVENESS PERIOD"), such Effectiveness Period shall be
         extended by the number of days during such period from and including
         the date of the giving of such notice to and including the date when
         each seller of Securities covered by such Registration Statement shall
         have received (x) the copies of the supplemental or amended prospectus
         contemplated by Section 3(j) (if an amended or supplemental prospectus
         is required) or (y) the Advice (if no amended or supplemental
         prospectus is required).

                  (l)      Not later than the effective date of the applicable
         Registration Statement, the Company or the Guarantor will provide a
         CUSIP number for the Initial Securities or the Exchange Securities, as
         the case may be, and provide the Trustee with printed certificates for
         the Initial Securities or the Exchange Securities, as the case may be,
         in a form eligible for deposit with The Depository Trust Company.

                  (m)      The Company and the Guarantor will comply with all
         rules and regulations of the Commission to the extent and so long as
         they are applicable to the Registered Exchange Offer or the Shelf
         Registration and will make generally available to the Guarantor's
         security holders (or otherwise provide in accordance with Section 11(a)
         of the Securities Act) an earnings statement satisfying the provisions
         of Section 11(a) of the Securities Act, no later than 45 days after the
         end of a 12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Guarantor's first fiscal quarter
         commencing after the effective date of the Registration Statement,
         which statement shall cover such 12-month period.

                  (n)      The Company and the Guarantor shall cause the
         Indenture to be qualified under the Trust Indenture Act of 1939, as
         amended, as required by applicable law.

                  (o)      The Company and the Guarantor may require each Holder
         of Securities to be sold pursuant to the Shelf Registration Statement
         to furnish to the Company and the Guarantor such information regarding
         the Holder and the distribution of the Securities as the Company and
         the Guarantor may from time to time reasonably require for inclusion in
         the Shelf Registration Statement, and the Company and the Guarantor may
         exclude from such registration the Securities of

                                       10



         any Holder that fails to furnish such information within a reasonable
         time after receiving such request.

                  (p)      In the case of a Shelf Registration Statement, the
         Company and the Guarantor shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as Holders of a majority in
         aggregate principal amount of the Securities being sold or the managing
         underwriters (if any) shall reasonably request in order to facilitate
         any disposition of Securities pursuant to such Shelf Registration
         Statement.

                  (q)      In the case of any Shelf Registration, the Company
         and the Guarantor shall (i) make reasonably available for inspection by
         a representative of the Holders of a majority in aggregate principal
         amount of the Securities registered pursuant thereto, one firm of legal
         counsel retained by the Holders of the Securities, any managing
         underwriter participating in any disposition pursuant to the Shelf
         Registration Statement and one firm of legal counsel retained by such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and the Guarantor and
         (ii) use their reasonable best efforts to cause the Guarantor's
         officers, directors, employees, accountants and auditors to supply all
         relevant information reasonably requested by such Holders of Securities
         or any such underwriter, attorney or agent in connection with the Shelf
         Registration Statement, in each case, as shall be reasonably necessary
         to enable such persons, to conduct a reasonable investigation within
         the meaning of Section 11 of the Securities Act; provided, however,
         that the foregoing inspection and information gathering shall be
         coordinated on behalf of the Initial Purchasers by you and on behalf of
         the other parties, by one counsel designated by and on behalf of such
         other parties as described in Section 4 hereof.

                  (r)      In the case of any Shelf Registration, the Company
         and the Guarantor, if requested by the Holders of a majority in
         aggregate principal amount of the Securities registered pursuant
         thereto, their counsel or any managing underwriting in connection with
         such Shelf Registration, shall use their reasonable best efforts to
         cause (i) their counsel to deliver an opinion and updates thereof
         relating to the Securities in customary form addressed to such Holders
         and the managing underwriters, if any, thereof and dated, in the case
         of the initial opinion, the effective date of such Shelf Registration
         Statement with such changes as are customary in connection with the
         preparation of a Shelf Registration Statement; (ii) their officers to
         execute and deliver all customary documents and certificates and
         updates thereof requested by any underwriters of the applicable
         Securities and (iii) their independent public accountants and the
         independent public accountants with respect to any other entity for
         which financial information is provided in the Shelf Registration
         Statement to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in connection with primary underwritten offerings, subject to
         receipt of appropriate

                                       11



         documentation as contemplated, and only if permitted, by Statement of
         Auditing Standards No. 72.

         4.       Registration Expenses. (a) All expenses incident to the
Company and the Guarantor's performance of and compliance with this Agreement
will be borne by the Company and the Guarantor, regardless of whether a
Registration Statement is ever filed or becomes effective, including without
limitation;

                  (i)      all registration and filing fees and expenses;

                  (ii)     all fees and expenses of compliance with federal
         securities and state "blue sky" or securities laws;

                  (iii)    all expenses of printing (including printing
         certificates for the Securities to be issued in the Registered Exchange
         Offer and printing of Prospectuses), messenger and delivery services
         and telephone;

                  (iv)     all fees and disbursements of counsel for the Company
         and the Guarantor;

                  (v)      all application and filing fees in connection with
         listing the Exchange Securities on a national securities exchange or
         automated quotation system pursuant to the requirements hereof; and

                  (vi)     all fees and disbursements of independent certified
         public accountants of the Company and the Guarantor (including the
         expenses of any special audit and comfort letters required by or
         incident to such performance).

                  The Company and the Guarantor will bear their internal
         expenses (including, without limitation, all salaries and expenses of
         their officers and employees performing legal or accounting duties),
         the expenses of any annual audit and the fees and expenses of any
         person, including special experts, retained by the Company and the
         Guarantor.

                  (b)      In connection with any Registration Statement
         required by this Agreement, the Company and the Guarantor will
         reimburse the Initial Purchasers and the Holders of Transfer Restricted
         Securities who are tendering Initial Securities in the Registered
         Exchange Offer and/or selling or reselling Securities pursuant to the
         "Plan of Distribution" contained in the Exchange Offer Registration
         Statement or the Shelf Registration Statement, as applicable, for the
         reasonable fees and disbursements of not more than one counsel, who
         shall be Sullivan & Cromwell LLP unless another firm reasonably
         acceptable to the Company and the Guarantor shall be chosen by the
         Holders of a majority in principal amount of the Transfer Restricted
         Securities for whose benefit such Registration Statement is being
         prepared.

                                       12



         5.       Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and the Guarantor shall indemnify and hold harmless each
Holder (including, without limitation, any such Initial Purchaser or Exchanging
Dealer) and each person, if any, who controls such Holder within the meaning of
Section 15 of the Securities Act (collectively referred to for purposes of this
Section 5 as a Holder) against any and all loss, expense, claim, damage or
liability to which, jointly or severally, such Holder or such controlling person
may become subject, under the Securities Act or otherwise, insofar as such loss,
expense, claim, damage or liability (or actions in respect thereof) arises out
of or is based upon any untrue statement or alleged untrue statement of any
material fact contained in such Registration Statement or any prospectus forming
a part thereof or any amendment or supplement to any thereof, or arises out of
or is based upon the omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements therein
not misleading; and, except as hereinafter in this Section provided, the Company
and the Guarantor agree to reimburse each Holder and each person who controls
any Holder as aforesaid for any reasonable legal or other expenses as incurred
by such Holder or such controlling person in connection with investigating or
defending any such loss, expense, claim, damage or liability; provided, however,
that the Company and the Guarantor shall not be liable in any such case to the
extent that any such loss, expense, claim, damage or liability arises out of or
is based on an untrue statement or alleged untrue statement or omission or
alleged omission made in any such document in reliance upon, and in conformity
with, any Holders' Information furnished to the Company and the Guarantor by or
through any such Holder expressly for use in any such document; and provided
further, that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Holder from whom the person
asserting any such losses, expenses, claims, damages or liabilities purchased
Securities, or any person controlling such Holder, if a copy of the prospectus
(as then amended or supplemented if the Company and the Guarantor shall have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such Holder to such person, at or prior to the written conformation of
the sale of the Securities to such person, and if the prospectus (as so amended
or supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company and the Guarantor with Section 5(a) hereof.

         (b)      In the event of a Shelf Registration Statement, each Holder
shall indemnify and hold harmless the Company and the Guarantor, their
affiliates, their respective officers, directors, members, managers, employees,
representatives and agents, and each person, if any, who controls the Company or
the Guarantor within the meaning of Section 15 of the Securities Act
(collectively referred to for purposes of this Section 5(b) as the Company and
the Guarantor), from and against any loss, expense, claim, damage or liability
to which it or they may become subject, under the Securities Act or otherwise,
insofar as such loss, expense, claim, damage or liability (or actions in respect
thereof) arises out of or is based on any untrue statement or alleged untrue
statement of

                                       13



any material fact contained in Shelf Registration Statement or in any prospectus
forming a part thereof or any amendment or supplement to any thereof, or arises
out of or is based upon the omission or alleged omission to state therein any
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, and only to the extent, that
such untrue statement or alleged untrue statement or omission was made in any
such documents in reliance upon, and in conformity with, any Holders'
Information furnished to the Company and the Guarantor by or through any Holder
expressly for use in any such document; and, except as hereinafter in this
Section provided, each Holder agrees to reimburse the Company and the Guarantor,
their officers and directors, and each of them, and each person, if any, who
controls the Company or the Guarantor within the meaning of Section 15 of the
Securities Act, for any reasonable legal or other expenses incurred by it or
them in connection with investigating or defending any such loss, expense,
claim, damage or liability; provided, however, that no such Holder shall be
liable for any indemnity claims hereunder in excess of the amount of net
proceeds received by such Holder from the sale of Securities pursuant to such
Shelf Registration Statement.

         (c)      Upon receipt of notice of the commencement of any action
against an indemnified party, the indemnified party shall, with reasonable
promptness, if a claim in respect thereof is to be made against an indemnifying
party under its agreement contained in this Section 5, notify such indemnifying
party in writing of the commencement thereof; but the omission so to notify an
indemnifying party shall not relieve it from any liability which it may have to
the indemnifying party otherwise than under its agreement contained in this
Section 5. In the case of any such notice to an indemnifying party, it shall be
entitled to participate at its own expense in the defense, or if it so elects,
to assume the defense, of any such action, but if it elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the indemnified party and to any other indemnifying party,
defendant in the suit. In the event that any indemnifying party elects to assume
the defense of any such action and retain such counsel, the indemnified party
shall bear the fees and expenses of any additional counsel retained by it. No
indemnifying party shall be liable in the event of any settlement of any such
action effected without its consent except as provided in Section 5(e) hereof.
Each indemnified party agrees promptly to notify each indemnifying party of the
commencement of any litigation or proceedings against it in connection with the
issue and sale of the Securities.

         (d)      If any Holder or person entitled to indemnification by the
terms of subsection (a) of this Section 5 shall have given notice to the Company
and the Guarantor of a claim in respect thereof pursuant to Section 5(c)
hereunder, and if such claim for indemnification is thereafter held by a court
to be unavailable or insufficient for any reason other than by reason of the
terms of this Section 5 or if such claim is unavailable under controlling
precedent, such Holder or person shall be entitled to contribution from the
Company and the Guarantor to liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Securities Act. In
determining the amount of contribution to which such Holder or person is
entitled, there shall be considered the relative benefits received by such
Holder or person and the Company and

                                       14



the Guarantor from the offering of the Securities that were the subject of the
claim for indemnification (taking into account the portion of the proceeds of
the offering realized by the Holder under such Shelf Registration and by the
Company and the Guarantor in the initial offering), the Holder's or person's
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate under
the circumstances. The parties hereto agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation (even if the Holders were treated as one entity for such purpose).
Notwithstanding the provisions of this Section 5(d), an indemnifying party that
is a Holder of Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities sold by
such indemnifying party to any purchaser exceeds the amount of any damages which
such indemnifying party has otherwise paid or become liable to pay by reason of
any untrue or alleged untrue statement or omission or alleged omission.

         (e)      No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 5 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party and all liability
arising out of such litigation, investigation, proceeding or claim, and (ii)
does not include a statement as to or an admission of fault, culpability or the
failure to act by or on behalf of any indemnified party.

         (f)      The indemnity and contribution provided for in this Section 5
shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Holder or any person controlling any
Holder, the Company, the Guarantor or their respective directors or officers and
(ii) any termination of this Agreement.

         6.       Additional Interest Under Certain Circumstances. (a)
Additional interest (the "ADDITIONAL INTEREST") with respect to the Securities
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iv) below being herein called a "REGISTRATION
DEFAULT"):

                  (i)      any Registration Statement required by this Agreement
         is not filed with the Commission on or prior to the applicable Filing
         Deadline;

                  (ii)     any Registration Statement required by this Agreement
         is not declared effective by the Commission on or prior to the
         applicable Effectiveness Deadline;

                  (iii)    the Registered Exchange Offer has not been
         consummated on or prior to the Consummation Deadline; or

                                       15



                  (iv)     any Registration Statement required by this Agreement
         has been declared effective by the Commission but (A) such Registration
         Statement thereafter ceases to be effective, without being succeeded
         within 90 days by an additional Registration Statement filed and
         declared effective or (B) such Registration Statement or the related
         prospectus ceases to be usable for a period of more than 90 days in
         connection with resales of Transfer Restricted Securities during the
         periods specified herein because either (1) any event occurs as a
         result of which the related prospectus forming part of such
         Registration Statement would include any untrue statement of a material
         fact or omit to state any material fact necessary to make the
         statements therein in the light of the circumstances under which they
         were made not misleading, or (2) it shall be necessary to amend such
         Registration Statement or supplement the related prospectus, to comply
         with the Securities Act or the Exchange Act or the respective rules
         thereunder.

         Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "ADDITIONAL INTEREST RATE") during the 90-day period immediately
following the occurrence of such Registration Default and shall increase by
0.25% per annum at the end of each subsequent 90-day period, but in no event
shall the Additional Interest Rate exceed 0.50% per annum.

         Notwithstanding anything to the contrary in this Section, the Company
and the Guarantor shall not be required to pay additional interest to a Holder
of Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 3(o).

         Following the cure of all Registration Defaults, the accrual of
Additional Interest shall cease.

         (b)      A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company and the Guarantor where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company and the Guarantor that would need to be described in
such Shelf Registration Statement or the related prospectus (which could include
description in a report filed under the Exchange Act and incorporated by
reference in such Shelf Registration Statement) and (ii) in the case of clause
(y), the Company and the Guarantor is proceeding promptly and in good faith to
amend or supplement such Shelf Registration Statement and/or related prospectus
to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 90 days,
Additional Interest shall be payable in accordance

                                       16



with the above paragraph from the day such Registration Default occurs until
such Registration Default is cured.

         (c)      Any amounts of Additional Interest due pursuant to Section
6(a) will be payable in cash on the regular interest payment dates with respect
to the Securities in the same manner and to the same persons as regular interest
payments. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

         7.       Rules 144 and 144A. The Company and the Guarantor shall use
their reasonable best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company or the Guarantor is not required to file such reports, it will,
upon the written request of any Holder of Transfer Restricted Securities, make
publicly available other information so long as necessary to permit sales of
such Holder's Securities pursuant to Rules 144 and 144A. The Company and the
Guarantor covenant that they will take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).
Upon the written request of any Holder of Initial Securities, the Company and
the Guarantor shall deliver to such Holder a written statement as to whether
they have complied with such requirements. The Company and the Guarantor will
provide a copy of this Agreement to prospective purchasers of Initial Securities
identified to the Company and the Guarantor by the Initial Purchasers upon
request. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company and the Guarantor to register any of their
securities pursuant to the Exchange Act.

         8.       Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
the Company and the Guarantor (which consent shall not be unreasonably withheld)
and such Holders shall be responsible for all underwriting commissions and
discounts in connection therewith.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

                                       17



         9.       Miscellaneous.

         (a)      Remedies. The Company and the Guarantor acknowledge and agree
that any failure by the Company or the Guarantor to comply with its obligations
under Section 1 and 2 hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's or
the Guarantor's obligations under Sections 1 and 2 hereof. The Company and the
Guarantor further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

         (b)      No Inconsistent Agreements. The Company and the Guarantor will
not on or after the date of this Agreement enter into any agreement with respect
to their securities that is inconsistent with the rights granted to the Holders
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's and the
Guarantor's securities under any agreement in effect on the date hereof.

         (c)      Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, except by the Company and the
Guarantor and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate principal amount of
the Securities being sold by such Holders pursuant to such Registration
Statement.

         (d)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

                  (1)      if to a Holder of the Securities, at the most current
         address given by such Holder to the Company and the Guarantor.

                  (2)      if to the Initial Purchasers:

                                Wachovia Capital Markets, LLC
                                One Wachovia Center
                                301 South College Street, TW-7
                                Charlotte, North Carolina 28288
                                Fax No.: (704) 383-0661
                                Attention: James T. Williams, Jr.

                                       18



                  with a copy to:

                                Sullivan & Cromwell LLP
                                125 Broad Street
                                New York, NY 10004
                                Fax No: (212) 558-3588
                                Attention: Robert W. Downes

                  (3)      if to the Company and the Guarantor, at their address
         as follows:

                                PPL Capital Funding, Inc.
                                Two North Ninth Street
                                Allentown, PA 18101
                                Fax No.: (610) 774-5106
                                Attention: Treasurer

                  with a copy to:

                                PPL Services Corporation
                                Two North Ninth Street
                                Allentown, PA 18101
                                Fax No.: (610) 774-6726
                                Attention: Thomas D. Salus

                  and a copy to:

                                Simpson Thacher & Bartlett LLP
                                425 Lexington Avenue
                                New York, NY 10017-3954
                                Fax No.: (212) 455-2502
                                Attention: Vincent Pagano

         All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

         (e)      Successors and Assigns. This Agreement shall be binding upon
the Company and the Guarantor and their successors and assigns.

         (f)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

                                       19



         (h)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         (i)      Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

                                       20



If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company and the Guarantor a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Initial Purchasers and the Company and the Guarantor
in accordance with its terms.

                                            Very truly yours,

                                            PPL CAPITAL FUNDING, INC.

                                            By: /s/ James E. Abel
                                               ---------------------------------
                                               Name: James E. Abel
                                               Title: Treasurer

                                            PPL CORPORATION

                                            By: /s/ James E. Abel
                                               ---------------------------------
                                               Name: James E. Abel
                                               Title: Vice President--Finance
                                                      and Treasurer

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first above written.

WACHOVIA CAPITAL MARKETS, LLC
BANC ONE CAPITAL MARKETS, INC.
J.P. MORGAN SECURITIES INC.
Acting severally on behalf of themselves and
     as Representatives of the several Initial Purchasers

WACHOVIA CAPITAL MARKETS, LLC

By: /s/ James T. Williams
   -----------------------------
   Name: James T. Williams
   Title: Director

BANC ONE CAPITAL MARKETS, INC.

By: /s/ Christopher S. Grumboski
   -----------------------------
   Name: Christopher S. Grumboski
   Title: Director

                                       21



J.P. MORGAN SECURITIES INC.

By: /s/ Stephen L. Sheiner
   -------------------------------
   Name: Stephen L. Sheiner
   Title: Vice President

                                       22



                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company and the
Guarantor has agreed that, for a period of 90 days after the consummation of
Registered Exchange Offer, it will make this Prospectus available to any
broker-dealer after for use in connection with any such resale. See "Plan of
Distribution."

                                      A-1



                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."

                                      B-1



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company and
the Guarantor have agreed that, for a period of 180 days after the consummation
of a Registered Exchange Offer, they will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until          , 200__, all dealers effecting transactions
in the Exchange Securities may be required to deliver a prospectus.(1)

         The Company and the Guarantor will not receive any proceeds from any
sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers of any
such Exchange Securities. Any broker-dealer that resells Exchange Securities
that were received by it for its own account pursuant to the Exchange Offer and
any broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any
commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

         For a period of 180 days after the consummation of a Registered
Exchange Offer, the Company and the Guarantor will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to
any broker-dealer that requests

- ---------------------

(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

                                      C-1



such documents in the Letter of Transmittal. The Company and the Guarantor have
agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the Holders of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.

                                      C-2



                                                                         ANNEX D

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

               Name:____________________________________________
               Address:_________________________________________

         If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                                      D-1

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 2, 2004 relating to the consolidated financial statements and financial statement schedule, which appears in PPL Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
May 25, 2004

EX-24.1 7 y97700exv24w1.txt POWER OF ATTORNEY OF PPL CORPORATION Exhibit 24.1 PPL CORPORATION POWER OF ATTORNEY The undersigned directors of PPL Corporation, a Pennsylvania corporation, hereby appoint William F. Hecht, John R. Biggar and Robert J. Grey their true and lawful attorney, and each of them their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for the undersigned directors and in their names to file with the Securities and Exchange Commission, Washington, D.C., under provisions of the Securities Act of 1933, as amended, a registration statement or registration statements for the registration under provisions of the Securities Act of 1933, as amended, and any other rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, of the guarantee of PPL Corporation issued in connection with $201,000,000 aggregate principal amount of PPL Capital Funding, Inc. 4.33% senior notes due 2009, and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter any such registration statement or registration statements, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capabilities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them. - -1- IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 26th day of February, 2004. /s/ Frederick M. Bernthal /s/ Stuart Heydt - ---------------------------------- -------------------------------------- Frederick M. Bernthal Stuart Heydt /s/ John W. Conway /s/ W. Keith Smith - ---------------------------------- -------------------------------------- John W. Conway W. Keith Smith /s/ E. Allen Deaver /s/ Susan M. Stalnecker - ---------------------------------- -------------------------------------- E. Allen Deaver Susan M. Stalnecker /s/ Louise K. Goeser - ---------------------------------- Louise K. Goeser - -3- EX-25.1 8 y97700exv25w1.txt STATEMENT OF ELIGIBILITY ON FORM T-1 Exhibit 25.1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------------------- PPL CORPORATION PPL CAPITAL FUNDING, INC. (Exact name of obligor as specified in its charter) PENNSYLVANIA 23-2758192 DELAWARE 23-2926644 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) TWO NORTH NINTH STREET ALLENTOWN, PENNSYLVANIA 18101-1179 (Address of principal executive offices) (Zip Code) --------------------------------------------------------- PPL CORPORATION GUARANTEE OF PPL CAPITAL FUNDING, INC. 4.33% NOTES EXCHANGE SERIES A DUE 2009 PPL CAPITAL FUNDING, INC. 4.33% NOTES EXCHANGE SERIES A DUE 2009 (Title of the indenture securities) --------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 20th day of May, 2004. JPMORGAN CHASE BANK By /s/ Alfia Monastra ----------------------- Alfia Monastra Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2003, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .............................................. $ 19,429 Interest-bearing balances ...................................... 9,602 Securities: Held to maturity securities ......................................... 176 Available for sale securities ....................................... 53,625 Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices ......................... 26,067 Securities purchased under agreements to resell ................ 80,099 Loans and lease financing receivables: Loans and leases held for sale ................................. 20,359 Loans and leases, net of unearned income ....................... $163,864 Less: Allowance for loan and lease losses ...................... 3,151 Loans and leases, net of unearned income and allowance ...................................................... 160,713 Trading Assets ...................................................... 197,197 Premises and fixed assets (including capitalized leases) ............ 6,010 Other real estate owned ............................................. 128 Investments in unconsolidated subsidiaries and associated companies ........................................... 828 Customers' liability to this bank on acceptances outstanding .................................................... 225 Intangible assets Goodwill .................................................... 2,315 Other Intangible assets ..................................... 4,997 Other assets ........................................................ 46,892 TOTAL ASSETS ........................................................ $628,662 ==========

LIABILITIES Deposits In domestic offices ............................................ $ 190,249 Noninterest-bearing .................. $ 74,112 Interest-bearing ..................... 116,137 In foreign offices, Edge and Agreement subsidiaries and IBF's ......................................... 136,496 Noninterest-bearing .................. $ 6,355 Interest-bearing ..................... 130,141 Federal funds purchased and securities sold under agree- ments to repurchase: Federal funds purchased in domestic offices .................... 4,639 Securities sold under agreements to repurchase ................. 71,995 Trading liabilities ................................................. 128,738 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ...................... 23,496 Bank's liability on acceptances executed and outstanding ............ 225 Subordinated notes and debentures ................................... 8,028 Other liabilities ................................................... 26,985 TOTAL LIABILITIES ................................................... 590,851 Minority Interest in consolidated subsidiaries ...................... 320 EQUITY CAPITAL Perpetual preferred stock and related surplus ....................... 0 Common stock ........................................................ 1,785 Surplus (exclude all surplus related to preferred stock) ........... 16,318 Retained earnings ................................................... 19,590 Accumulated other comprehensive income .............................. (202) Other equity capital components ..................................... 0 TOTAL EQUITY CAPITAL ................................................ 37,491 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ............ $ 628,662 =========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON JR. ) WILLIAM H. GRAY, III )DIRECTORS HELENE L. KAPLAN ) EX-99.1 9 y97700exv99w1.htm FORM OF LETTER OF TRANSMITTAL

Exhibit 99.1

LETTER OF TRANSMITTAL

for

Tender of All Outstanding

4.33% Notes Series A due 2009

in Exchange for

4.33% Notes Exchange Series A due 2009

of

PPL CAPITAL FUNDING, INC.

Fully and Unconditionally Guaranteed as to

Payment of Principal and any Interest and Premium by

PPL Corporation

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                         , 2004 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY PPL CAPITAL FUNDING, INC.

The Exchange Agent (the “Exchange Agent”) is:

JPMORGAN CHASE BANK

By Registered or Certified Mail:	By Hand:	By Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221-2320 Attention: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services Window 4 New York Plaza, 1st Floor New York, NY 10004-2413 By Facsimile: Attention: Frank Ivins (214) 468-6494 To Confirm by Telephone: (214) 468-6464 For Information, call: (800) 275-2048	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attention: Frank Ivins

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      The undersigned acknowledges receipt of the Prospectus dated                     , 2004 (the “Prospectus”) of PPL Capital Funding, Inc. (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its 4.33% Notes Exchange Series A due 2009, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”) for each of its outstanding 4.33% Notes Series A due 2009 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof.

      The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

      Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

      YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE WITH RESPECT TO EXCHANGE OFFER PROCEDURES OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

      The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE

LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

      List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
		Aggregate Principal
		Amount Represented
Name(s) and Address(es) of Registered Holder(s)	Certificate	by Outstanding	Principal Amount
(Please fill in)	Number(s)*	Notes**	Tendered**
Total:
* Need not be completed by book-entry holders
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.

      Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

      Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

2

o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s) 

Name of Eligible Guarantor Institution that Guaranteed Delivery 

Date of Execution of Notice of Guaranteed Delivery 

If Delivered by Book-Entry Transfer:

Name of Tendering Institution 

Account Number 

Transaction Code Number 

o  CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name 

Address 

o  CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name 

Address 

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name: 

Address: 

      If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of PPL Corporation or the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

      The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated as of February 26, 2004, among the Company, PPL Corporation, Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and J.P. Morgan Securities Inc. (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 5 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

      The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below unless indicated otherwise above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer — Conditions to the Exchange Offer” occur.

      By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of PPL Corporation or the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it (i) has not entered into any arrangement or understanding with the Company or an affiliate of PPL Corporation or the Company to distribute the Exchange Notes and (ii) will deliver a prospectus in connection with any resale

4

of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      An “affiliate” of PPL Corporation or the Company or any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes or any broker-dealer that acquired Outstanding Notes directly from the Company and not as a result of market-making activities or other trading activities (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) absent an exemption under the Securities Act, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Such broker-dealers may not use the prospectus for the exchange offer in connection with such resales.

      All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

      Unless otherwise specified under “Special Delivery Instructions” below, certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

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      The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute Form W-9)

      MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.

(Signature(s) of Holder(s))

Date 

Name(s) 

(Please Print)

Capacity (full title) 

Address 

(Including Zip Code)

Daytime Area Code and Telephone No. 

Taxpayer Identification No. 

GUARANTEE OF SIGNATURE(S)

(IF REQUIRED — SEE INSTRUCTION 3)

Authorized Signature 

Dated 

Name 

Title 

Name of Firm 

Address of Firm 

(Include Zip Code)

Area Code and Telephone No. 

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue: o Outstanding Notes not tendered to:

o Exchange Notes to:

Name(s) 

(Please Print)

Address 

(Include Zip Code)

Daytime Area Code and Telephone No. 

DTC Participant No. 

Tax Identification No. 

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail: o Outstanding Notes not tendered to:

o Exchange Notes to:

Name(s) 

(Please Print)

Address 

(Include Zip Code)

Area Code and Telephone No. 

DTC Participant No. 

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures

      A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

      Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

      Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.

      Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution either a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message relating to guaranteed delivery, setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal or an agent’s

8

message, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus.

      No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals

      If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled “Description of Outstanding Notes Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

      A tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

      To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be timely received by the Exchange Agent at the address for the Exchange Agent set forth above, the method of notification delivery being at the risk and election of the holder; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee as provided in the Prospectus). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

      Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantees of Signatures

      If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

      If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

9

      If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

      When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include any entity whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

      If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

      If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

      Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

      Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an Eligible Guarantor Institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4. Special Issuance and Delivery Instructions

      Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes

      Except as set forth in this Instruction 5, the Company will pay or cause to be paid any transfer taxes with respect to the transfer of Outstanding Notes to it, or to its order, pursuant to the Exchange Offer. If Exchange Notes are to be issued or delivered to, or if Outstanding Notes not tendered or exchanged are to be registered in the name of, any persons other than the registered owners, or if tendered Outstanding Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of transfer taxes (whether imposed on the registered holder or such other person) payable on

10

account of the transfer to such other person will be billed to the holder unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

6. Waiver of Conditions

      The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities

      Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Substitute Form W-9

      Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other recipient of any Exchange Notes) is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”) (generally the holder’s Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify that the holder (or other person) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other person) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other person) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

9. Requests for Assistance or Additional Copies

      Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer procedures, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

10. Irregularities

      All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company’s interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

      IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent prior to the Expiration Date.

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IMPORTANT TAX INFORMATION

      Under federal income tax law, a holder whose tendered Outstanding Notes are accepted for exchange is required to provide the Exchange Agent with the holder’s current TIN on Substitute Form W-9 below, or, alternatively, to establish another basis for an exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to the holder or other payee with respect to Outstanding Notes exchanged pursuant to the Exchange Offer or to Exchange Notes may be subject to a 28% back-up withholding tax.

      Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a properly completed Internal Revenue Service Form W-8BEN or other appropriate Form W-8 (a “Form W-8”), signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8 can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

      If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

      To prevent backup withholding on any payment made to a holder or other payee with respect to Outstanding Notes exchanged pursuant to the Exchange Offer or to Exchange Notes, the holder is required to notify the Exchange Agent of the holder’s current TIN (or the TIN of any other payee) by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that the holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding.

What Number to Give the Exchange Agent

      The holder of Outstanding Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Outstanding Notes. If the Outstanding Notes are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

12

PAYER’S NAME: PPL Capital Funding, Inc.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Name Social Security Number OR Employer Identification Number

Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under the penalties of perjury, I certify that:	Part 3 —  Awaiting TIN  o
Payer’s Request for Taxpayer Identification Number (TIN)	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Sign Here Right Pointing Arrow	Signature:	Date:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature:  Date: 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:
		Give the
		SOCIAL SECURITY
		number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined fund, the first individual on the account.(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Bond:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•  An international organization or any agency or instrumentality thereof.

•  A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation.

•  A financial institution.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under Section 584(a).

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A middleman known in the investment community as a nominee or custodian.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Bond: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE

EX-24.1

                                                                    Exhibit 24.1

                                 PPL CORPORATION
                                POWER OF ATTORNEY

           The undersigned directors of PPL Corporation, a Pennsylvania
corporation, hereby appoint William F. Hecht, John R. Biggar and Robert J. Grey
their true and lawful attorney, and each of them their true and lawful attorney,
with power to act without the other and with full power of substitution and
resubstitution, to execute for the undersigned directors and in their names to
file with the Securities and Exchange Commission, Washington, D.C., under
provisions of the Securities Act of 1933, as amended, a registration statement
or registration statements for the registration under provisions of the
Securities Act of 1933, as amended, and any other rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, of
the guarantee of PPL Corporation issued in connection with $201,000,000
aggregate principal amount of PPL Capital Funding, Inc. 4.33% senior notes due
2009, and any and all amendments thereto, whether said amendments add to, delete
from or otherwise alter any such registration statement or registration
statements, or add or withdraw any exhibits or schedules to be filed therewith
and any and all instruments in connection therewith. The undersigned hereby
grant to said attorneys and each of them full power and authority to do and
perform in the name of and on behalf of the undersigned, and in any and all
capabilities, any act and thing whatsoever required or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might do, hereby ratifying and approving the acts of said attorneys
and each of them.


- -1-


           IN WITNESS WHEREOF, the undersigned have hereunto set their hands
this 26th day of February, 2004.



 /s/ Frederick M. Bernthal             /s/ Stuart Heydt
- ----------------------------------     --------------------------------------
Frederick M. Bernthal                  Stuart Heydt


/s/ John W. Conway                     /s/ W. Keith Smith
- ----------------------------------     --------------------------------------
John W. Conway                         W. Keith Smith


/s/ E. Allen Deaver                    /s/ Susan M. Stalnecker
- ----------------------------------     --------------------------------------
E. Allen Deaver                        Susan M. Stalnecker


/s/ Louise K. Goeser
- ----------------------------------
Louise K. Goeser









- -3-

EX-25.1

                                                                    Exhibit 25.1
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                    ----------------------------------------
                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                             13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                        10017
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
            ---------------------------------------------------------
                                 PPL CORPORATION
                            PPL CAPITAL FUNDING, INC.
               (Exact name of obligor as specified in its charter)

PENNSYLVANIA                                                          23-2758192
DELAWARE                                                              23-2926644
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA                                               18101-1179
(Address of principal executive offices)                              (Zip Code)

            ---------------------------------------------------------
  PPL CORPORATION GUARANTEE OF PPL CAPITAL FUNDING, INC. 4.33% NOTES EXCHANGE
                               SERIES A DUE 2009
        PPL CAPITAL FUNDING, INC. 4.33% NOTES EXCHANGE SERIES A DUE 2009

                      (Title of the indenture securities)

            ---------------------------------------------------------



                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.












                                      - 2 -


Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8.  Not applicable.

           9.  Not applicable.




                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 20th day of May, 2004.


                                   JPMORGAN CHASE BANK



                                   By  /s/ Alfia Monastra
                                      -----------------------
                                       Alfia Monastra
                                       Vice President





                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business December 31, 2003,
                  in accordance with a call made by the Federal
                  Reserve Bank of this District pursuant to the
                     provisions of the Federal Reserve Act.




                                                                        DOLLAR AMOUNTS
                     ASSETS                                               IN MILLIONS


                                                                     
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................      $ 19,429
     Interest-bearing balances ......................................         9,602
Securities:
Held to maturity securities .........................................           176
Available for sale securities .......................................        53,625
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices .........................        26,067
     Securities purchased under agreements to resell ................        80,099
Loans and lease financing receivables:
     Loans and leases held for sale .................................        20,359
     Loans and leases, net of unearned income .......................      $163,864
     Less: Allowance for loan and lease losses ......................         3,151
     Loans and leases, net of unearned income and
     allowance ......................................................       160,713
Trading Assets ......................................................       197,197
Premises and fixed assets (including capitalized leases) ............         6,010
Other real estate owned .............................................           128
Investments in unconsolidated subsidiaries and
     associated companies ...........................................           828
Customers' liability to this bank on acceptances
     outstanding ....................................................           225
Intangible assets
        Goodwill ....................................................         2,315
        Other Intangible assets .....................................         4,997
Other assets ........................................................        46,892
TOTAL ASSETS ........................................................      $628,662

==========







                                                                      
                                   LIABILITIES
Deposits
     In domestic offices ............................................     $ 190,249
     Noninterest-bearing ..................   $  74,112
     Interest-bearing .....................     116,137
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................       136,496
     Noninterest-bearing ..................   $   6,355
     Interest-bearing .....................     130,141

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices ....................         4,639
     Securities sold under agreements to repurchase .................        71,995
Trading liabilities .................................................       128,738
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) ......................        23,496
Bank's liability on acceptances executed and outstanding ............           225
Subordinated notes and debentures ...................................         8,028
Other liabilities ...................................................        26,985
TOTAL LIABILITIES ...................................................       590,851
Minority Interest in consolidated subsidiaries ......................           320

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus .......................             0
Common stock ........................................................         1,785
Surplus  (exclude all surplus related to preferred stock) ...........        16,318
Retained earnings ...................................................        19,590
Accumulated other comprehensive income ..............................          (202)
Other equity capital components .....................................             0
TOTAL EQUITY CAPITAL ................................................        37,491
                                                                          ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ............     $ 628,662
                                                                          =========





I, Joseph L. Sclafani, E.V.P. & Controller of
the above-named bank, do hereby declare that
this Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us, and to
the best of our knowledge and belief has been
prepared in conformance with the in- structions
issued by the appropriate Federal regulatory
authority and is true and correct.



                        WILLIAM B. HARRISON JR.     )
                        WILLIAM H. GRAY, III        )DIRECTORS
                        HELENE L. KAPLAN            )

EX-99.1

FORM OF LETTER OF TRANSMITTAL

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

for

Tender of All Outstanding

4.33% Notes Series A due 2009

in Exchange for

4.33% Notes Exchange Series A due 2009

of

PPL CAPITAL FUNDING, INC.

Fully and Unconditionally Guaranteed as to

Payment of Principal and any Interest and Premium by

PPL Corporation

Registered holders of outstanding 4.33% Notes Series A due 2009 (the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 4.33% Notes Exchange Series A due 2009 (the “Exchange Notes”) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to JPMorgan Chase Bank (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by facsimile transmission, mail or hand delivery to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering” in the Prospectus.

The Exchange Agent is:

JPMORGAN CHASE BANK

By Registered or Certified Mail:	By Hand:	By Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221-2320 Attention: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services Window 4 New York Plaza, 1st Floor New York, NY 10004-2413 By Facsimile: Attention: Frank Ivins (214) 468-6494 To Confirm by Telephone: (214) 468-6464 For Information, call: (800) 275-2048	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attention: Frank Ivins

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

      The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated                     , 2004 of PPL Capital Funding, Inc. (the “Prospectus”), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

	Name and Address of	Certificate Number(s)
	Registered Holder as	of Outstanding Notes
	it Appears on the	Tendered (or	Principal Amount
	Outstanding Notes	Account Number at	of Outstanding
Name of Tendering Holder	(Please print)	Book-Entry Facility)	Bonds Tendered

SIGN HERE

Name of Registered or Acting Holder:

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Date:

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

DTC Account Number:

Date:

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or agent’s message in lieu thereof, with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date (as defined in the Letter of Transmittal).

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:
	Date:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3 EX-99.3 11 y97700exv99w3.htm FORM OF LETTER TO BROKERS, DEALERS

Exhibit 99.3

PPL CAPITAL FUNDING, INC.

OFFER TO EXCHANGE

4.33% Notes Exchange Series A due 2009

which have been registered under the Securities Act of 1933

for

any and all outstanding 4.33% Notes Series A due 2009

Fully and Unconditionally Guaranteed as to

Payment of Principal and any Interest and Premium by

PPL Corporation

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                         , 2004, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION.

                      , 2004

To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:

      As described in the enclosed Prospectus, dated                     , 2004 (the “Prospectus”), and form of Letter of Transmittal (the “Letter of Transmittal”), PPL Capital Funding, Inc. (the “Company”) is offering to exchange up to $201,000,000 aggregate principal amount of the Company’s 4.33% Notes Exchange Series A due 2009, which have been registered under the Securities Act of 1933, as amended (collectively, the “Exchange Notes”), for up to $201,000,000 aggregate principal amount of the Company’s outstanding 4.33% Notes Series A due 2009 (collectively, the “Outstanding Notes”) (the “Exchange Offer”). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

      The Company will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer. However, you will be reimbursed by the Company for customary and reasonable mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients, including the reasonable expenses of overnight courier services. The Company will pay all transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

      For your information and for forwarding to your clients for whom you hold the Outstanding Notes held of record in your name or in the name of your nominee, enclosed are copies of the following documents:

      1. The Prospectus;

      2. The Letter of Transmittal for your use and for the information of your clients, together with a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

      3. A form of Notice of Guaranteed Delivery; and

      4. A printed form of letter, including a Letter of Instructions, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes held of record in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS.

      Any inquiries you may have with respect to the Exchange Offer procedures should be addressed to JPMorgan Chase Bank, the exchange agent for the Exchange Offer, at their address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the exchange agent.

Very truly yours,

PPL Capital Funding, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN

EX-99.3

FORM OF LETTER TO BROKERS, DEALERS

EX-99.4

Exhibit 99.4

PPL CAPITAL FUNDING, INC.

OFFER TO EXCHANGE

4.33% Notes Exchange Series A due 2009

which have been registered under the Securities Act of 1933

for

any and all outstanding 4.33% Notes Series A due 2009

Fully and Unconditionally Guaranteed as to

Payment of Principal and any Interest and Premium by

PPL Corporation

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                           , 2004, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION.

                      , 2004

To Our Clients:

      Enclosed for your consideration are a Prospectus, dated                     , 2004 (the “Prospectus”), and form of Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by PPL Capital Funding, Inc. (the “Company”) to exchange up to $201,000,000 aggregate principal amount of the Company’s 4.33% Notes Exchange Series A due 2009, which have been registered under the Securities Act of 1933, as amended (collectively, the “Exchange Notes”), for up to $201,000,000 aggregate principal amount of the Company’s outstanding 4.33% Notes Series A due 2009 (collectively, the “Outstanding Notes”). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

      This material is being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Outstanding Notes in the Exchange Offer.

      Accordingly, we request instructions as to whether you wish to tender any or all of such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us do so, please so instruct us by completing, executing and returning to us the instruction form that appears on the reverse side hereof. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us as to whether or not to tender your Outstanding Notes.

INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer by the Company with respect to the Outstanding Notes.

      This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held
for Account Holder(s)	Principal Amount to be Tendered*

*  Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

SIGN HERE

Dated

 ________________________________________________________________________________

Signature(s)

 ________________________________________________________________________________

Print Name(s)

 ________________________________________________________________________________

Address

 ________________________________________________________________________________ (Please include Zip Code)

Telephone Number

 ________________________________________________________________________________                      (Please include Area Code)

Tax Identification Number

 ________________________________________________________________________________                              (Social Security Number or Employer Identification Number)

My Account Number With You