exv4w30



 





EXHIBIT
4.30




OFFICERS’ CERTIFICATE

(Under Section 301 of the Subordinated Indenture of

PPL Capital Funding, Inc. and PPL Corporation)




     The undersigned                     ,                      of PPL CAPITAL FUNDING, INC. (the “Company”), in
accordance with Section 301 of the Subordinated Indenture, dated as of                     , as heretofore
supplemented (the “Subordinated Indenture”, capitalized terms used herein and not defined herein
having the meanings specified in the Subordinated Indenture), of the Company and PPL CORPORATION
(the “Guarantor”), to The Bank of New York, as Trustee (the “Trustee”), does hereby establish for
the series of Securities established in Supplemental Indenture No.                    , dated as of                      (the
“Supplemental Indenture”), the following terms and characteristics (the lettered clauses set forth
below corresponding to the lettered clauses of Section 301 of the Subordinated Indenture), and the
undersigned                     ,                     of the Guarantor, does hereby approve of such terms and
characteristics on behalf of the Guarantor:




(a) the title of the Securities of such series shall be “                    % Subordinated Debentures, Series
                    ” (the “Notes”);




(b) the aggregate principal amount of Notes which may be authenticated and delivered under
the Subordinated Indenture shall be limited to $                    , except as contemplated in Section
301(b) and the last paragraph of Section 301 of the Subordinated Indenture;




(c) interest on the Notes shall be payable as provided in the form of Note attached hereto
and hereby authorized and approved;




(d) the date or dates on which the principal of the Notes shall be payable shall be as
provided in the form of Note attached hereto and hereby authorized and approved; [the
Company shall not have the right to extend the Maturity of the Notes, as contemplated by
Section 301(d) of the Indenture];




(e) the Notes shall bear interest as provided in the form of Note attached hereto and hereby
authorized and approved, and the Interest Payment Dates and Regular Record



 









 







Dates shall be such dates as are specified in such form; [the Company shall not have the
right to extend any interest payment periods for the Notes, as contemplated by Sections
301(e) and 312 of the Subordinated Indenture];




[Insert any provisions for interest deferral]




(f) the Corporate Trust Office of the Trustee in New York, New York shall be the office or
agency of the Company at which the principal of and any premium and interest, on the Notes
shall be payable, at which registration of transfer and exchange of Notes may be effected
and at which notices and demands to or upon the Company or the Guarantor in respect of the
Notes and the Subordinated Indenture may be served; provided, however, that the Company and
the Guarantor each reserve the right to change, by one or more Officers’ Certificates
supplemental to this Officers’ Certificate, any such office or agency; and provided,
further, that the Company and the Guarantor each reserve the right to designate, by one or
more Officers’ Certificates supplemental to this Officers’ Certificate, its principal office
in Allentown, Pennsylvania or the office of the Guarantor or the Guarantor’s subsidiary, PPL
Electric Utilities Corporation in Allentown, Pennsylvania, as any such office or agency; the
Trustee shall be the initial Security Registrar and Paying Agent for the Notes; provided,
that the Company and the Guarantor each reserve the right, by one or more Officers’
Certificates supplemental to this Officers’ Certificate, to designate a different Security
Registrar or a different or additional Paying Agent (which in each case, may be the Company,
the Guarantor or any Affiliate of either of them) and to remove and replace any Security
Registrar or Paying Agent;




(g) the Notes shall be redeemable, in whole or in part, at the option of the Company as and
to the extent provided in the form of Note attached hereto and hereby authorized and
approved;




(h) [insert provisions for other mandatory redemption or repurchase at option of the
Holder];




(i) the Notes shall be issued in denominations of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000, unless otherwise authorized by the Company and the
Guarantor;




(j) [not applicable];




(k) [not applicable];




(l) [not applicable];




(m) [not applicable]; [see clause (e) with respect to the interest rate or rates on the
Notes;]




(n) [not applicable];



2









 






(o) reference is hereby made to the provisions of Supplemental Indenture No. ___for an Event
of Default and an Enforcement Event in addition to those specified in Section 801 of the
Subordinated Indenture, and for certain covenants of the Company and the Guarantor for the
benefit of the Holders of the Notes;




(p) [not applicable];




(q) the only obligations or instruments which shall be considered Eligible Obligations in
respect of the Notes shall be Government Obligations; and the provisions of Section 701 and
702 of the Subordinated Indenture and Section 2 of Article One of the Supplemental Indenture
shall apply to the Notes;




(r) [the Notes may be issued in global form (the “Global Notes”) and the depository for the
Global Notes shall initially be The Depository Trust Company (“DTC”); provided, that
the Company reserves the right to provide for another depository, registered as a clearing
agency under the Exchange Act, to act as depository for the Global Notes (DTC and any such
successor depository, the “Depositary”); beneficial interests in Notes issued in global form
may not be exchanged in whole or in part for individual certificated Notes in definitive
form, and no transfer of a Global Note in whole or in part may be registered in the name of
any Person other than the Depositary or its nominee except that if the Depositary (A) has
notified the Company that it is unwilling or unable to continue as depository for the Global
Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in
either case, a successor depository is not appointed by the Company within 90 days after
such notice or cessation, the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Notes, shall authenticate
and deliver Notes in definitive certificated form in an aggregate principal amount equal to
the principal amount of the Global Note representing such Notes in exchange for such Global
Note, such definitive Notes to be registered in the names provided by the Depositary; each
Global Note (i) shall represent and shall be denominated in an amount equal to the aggregate
principal amount of the outstanding Notes to be represented by such Global Note, (ii) shall
be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary, its nominee, any custodian for the Depositary or otherwise
pursuant to the Depositary’s instruction and (iv) shall bear a legend restricting the
transfer of such Global Note to any person other than the Depositary or its nominee; none of
the Company, the Guarantor, the Trustee, any Paying Agent or any Authenticating Agent shall
have any responsibility or liability for any aspect of 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 such beneficial ownership interests];




(s) [not applicable];




(t) [reference is made to clause (r) above;] no service charge shall be made for the
registration of transfer or exchange of Notes; provided, however, that the Company



3









 







may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with the exchange or transfer;




(u) [insert alternative holiday provisions, if any];




(v) the Notes shall be entitled to the benefits of Article Fourteen of the Subordinated
Indenture and the Guarantees to be endorsed on the Notes shall be substantially in the form
established in the Supplemental Indenture;




(w) (i) except as otherwise determined by the proper officers of the Company and
communicated to the Trustee in a Company Order or as established in one or more Officers’
Certificates supplemental to this Officers’ Certificate, the Notes shall be substantially in
the form of Note attached hereto, which form is hereby authorized and approved and shall
have such further terms as are set forth in such form;



          (ii) [other provisions, if any].




4









 





     IN WITNESS WHEREOF, we have hereunto signed our names this ___day of                     .



	 	 	 	 	 
	 

	 	PPL CAPITAL FUNDING, INC.	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	PPL CORPORATION	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 





[FORM
OF NOTE]


     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE 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 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.



      





PPL CAPITAL FUNDING, INC.



                    % Subordinated Debentures, Series                     


Fully and Unconditionally Guaranteed as to Payment of Principal

and any Interest and Premium by


PPL CORPORATION



	 	 	 
	Original Issue Date:

	 	[Redeemable: Yes___No___]
	Stated Maturity:

	 	[Initial Redemption Date:]
	Interest Rate:

	 	[ Initial Redemption Price:]
	Interest Payment Dates:

	 	[Annual Redemption Percentage Reduction:%]
	First Interest Payment Date:

	 	[Repayable at Option of the Holder: Yes___No___]
	Regular Record Dates:

	 	[Optional Repayment Date(s):]
	Issue Price (_%):

	 	[Repayment Price: %]
	 

	 	Other/Additional Provisions:






This Security is not a Discount Security within

the meaning of the within-mentioned Indenture




 






	 	 	 
	Principal Amount

	 	No. [     ]
	$[                    ]

	 	CUSIP [       ]






     PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the
State of Delaware (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 [                                        ] ($[ ]) on
the Stated Maturity specified above, and to pay interest on said principal sum from the Original
Issue Date specified above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, [semi-annually] in arrears on the Interest Payment Dates specified above
in each year, commencing [                    ], and at Maturity, at the Interest Rate per annum specified above,
until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date specified above (whether or not a Business



 









 







Day) next preceding such Interest Payment Date. Notwithstanding the foregoing, interest
payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as
otherwise provided in the Indenture, any such interest not so paid or duly provided for shall
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 (or one or more Predecessor Securities) 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 of which shall be given to Holders of Securities of this series 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 on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Interest on this Security shall be computed on the basis of a 360-day
year consisting of twelve 30-day months, and with respect to any period less than a full calendar
month, on the basis of actual days elapsed during such period.



     [Insert provisions, if any, relating to alternative interest rate formula.]



     [Insert provisions, if any, relating to interest deferral or maturity extension.]



     Payment of the principal of and premium, if any, on this Security and interest hereon at
Maturity shall be made upon presentation of this Security at the corporate trust office of The Bank
of New York in New York, New York or at such other office or agency as may be designated for such
purpose by the Company from time to time. Payment of interest, if any, on this Security (other
than interest due at Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that (a) if such Person shall
be a securities depositary, such payment may be made by such other means in lieu of check as shall
be agreed upon by the Company, the Trustee or other Paying Agent and such Person and (b) if such
Person is a Holder of $10,000,000 or more in aggregate principal amount of Securities of this
series such payment may be in immediately available funds by wire transfer to such account as may
have been designated in writing by the Person entitled thereto as set forth herein in time for the
Paying Agent to make such payments in accordance with its normal procedures. Any such designation
for wire transfer purposes shall be made by filing the appropriate information with the Trustee at
its Corporate Trust Office in The City of New York not less than fifteen calendar days prior to the
applicable payment date and, unless revoked by written notice to the Trustee received on or prior
to the Regular Record Date immediately preceding the applicable Interest Payment Date, shall remain
in effect with respect to any further interest payments (other than interest payments due at
Maturity) with respect to this Security payable to such Holder. Payment of the principal of and
premium, if any, and interest, if any, on this Security, as aforesaid, shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts.



     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and issuable in one or more series under a Subordinated Indenture, dated
as of                      (such Indenture as originally executed and delivered and as supplemented or amended
from time to time thereafter, together with any constituent instruments establishing the terms of
particular Securities, being herein called the “Indenture”), among the Company, PPL Corporation
(herein called the “Guarantor,” which term includes any successor under the Indenture) and The Bank
of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture, all indentures supplemental thereto and the Officers’
Certificate filed with the Trustee on                     . 2007, creating the series designated on the face hereof
(herein called the “Officers’ Certificate”) reference is hereby made for a description of the
respective rights, limitations of rights, duties and immunities of the Company, the Guarantor, the
Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the
Securities are, and are to be, authenticated and delivered. The acceptance of



2









 







this Security shall be deemed to constitute the consent and agreement by the Holder hereof to
all of the terms and provisions of the Indenture. This Security is one of the series designated
above.



     If any Interest Payment Date, any Redemption Date, any Optional Repayment Date or the Stated
Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day, and, if such payment is made
or duly provided for on such next succeeding Business Day, no interest shall accrue on such amounts
for the period from and after such Interest Payment Date, Redemption Date, Optional Repayment Date
or Stated Maturity, as the case may be, to such Business Day.



     [If, as specified above, this Security is redeemable, this Security is subject to redemption
at any time on or after the Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the applicable redemption price (as
described below) plus accrued interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the twelve-month period commencing on the
Initial Redemption Date and shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of principal amount equal to the Annual
Redemption Percentage Reduction specified above until such redemption price is 100% of the
principal amount of this Security to be redeemed.]



     [Insert provisions, if any, for redemption pursuant to a sinking fund or other mandatory
redemption or purchase provisions or other put or call provisions.]



     Notice of redemption (other than at the option of the Holder) shall be given by mail to
Holders of Securities of this series, not less than 30 days nor more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of
redemption at the election of the Company as aforesaid may state that such redemption shall be
conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay
the principal of and premium, if any, and interest, if any, on this Security on or prior to the
date fixed for such redemption; a notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the Company shall not be required to
redeem this Security.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series, of like tenor, representing the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness of the Company, whether now outstanding or hereafter incurred, and waives reliance by
each such Holder upon said provisions.



     [If this Security is specified on the face hereof to be repayable at the option of the Holder,
this Security will be so repaid in whole or in part in increments of $1,000, provided that the
remaining principal amount of any Security surrendered for partial repayment shall be at least
$1,000, on any Optional Repayment Date (as stated on the face hereof), at the option of the Holder,
at 100% of the



3









 







principal amount to be repaid, plus accrued interest, if any, to the repayment date. In order
for the exercise of the option to be effective and the Security to be repaid, the Company must
receive at the applicable address of the Trustee set forth below, or at such other place or places
of which the Company shall from time to time notify the Holder of this Security, on or before the
thirtieth, but not earlier than the sixtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date, either (i) this Security, with the
form below entitled “Option to Elect Repayment” duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of the Holder of this
Security, (b) the principal amount of this Security and the amount of this Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee
stating that the Trustee on behalf of the Company will receive this Security, with the form below
entitled “Option to Elect Repayment” duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission, or letter (and this Security and form duly
completed are received by the Trustee on behalf of the Company by such fifth Business Day). Any
such election shall be irrevocable. The address to which such deliveries are to be made is The
Bank of New York, Attention: Corporate Trust Administration, 101 Barclay Street, New York, New York
10286 (or, at such other places as the Company shall notify the Holders of the Securities). All
questions as to the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment will be determined by the Company, whose determination will be final and
binding.]



     If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of this Security may be declared due and payable in the manner and with
the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into
one or more supplemental indentures for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however, that
if there shall be Securities of more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights of the Holders of Securities of
one or more, but less than all, of such series, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of Securities of one or
more, but less than all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided, further, that the
Indenture permits the Trustee to enter into one or more supplemental indentures for limited
purposes without the consent of any Holders of Securities. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities then Outstanding, on
behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of



4









 







and premium, if any, and interest, if any, on this Security at the times, place and rate, in
the coin or currency, and in the manner, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein and herein set forth,
this Security or any portion of the principal amount hereof shall be deemed to have been paid for
all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of
the Company, the Company’s entire indebtedness in respect thereof shall be satisfied and
discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company or the Guarantor), in trust, money in an amount which shall be sufficient and/or
Eligible Obligations, the principal of and interest on which when due, without any regard to
reinvestment thereof, shall provide moneys which, together with moneys so deposited, shall be
sufficient to pay when due the principal of and premium, if any, and interest, if any, on this
Security when due.



     The Indenture contains terms, provisions and conditions relating to the consolidation or
merger of the Company or the Guarantor with or into, and the conveyance or other transfer, or
lease, of assets to, another Person, to the assumption by such other Person, in certain
circumstances, of all of the obligations of the Company or the Guarantor under the Indenture and on
the Securities (or the Guarantees endorsed thereon, as the case may be) and to the release and
discharge of the Company or the Guarantor, as the case may be, in certain circumstances, from such
obligations.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office of The Bank of New York in New York, New York or such
other office or agency as may be designated by the Company from time to time, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, shall be issued to the designated transferee or transferees.



     The Securities of this series are issuable only as registered Securities, without coupons, and
in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of the same series and Tranche, of any authorized
denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender
of the Security or Securities to be exchanged at the office of The Bank of New York in New York,
New York or such other office or agency as may be designated by the Company from time to time.



     The Company shall not be required to execute and the Security Registrar shall not be required
to register the transfer of or exchange of (a) Securities of this series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of the Securities of
this series called for redemption or (b) any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this 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 this
Security is registered as the absolute owner hereof for all purposes (subject to Sections 305 and
307 of the



5









 







Indenture), whether or not this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.



     The Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York (including, without limitation, Section 5-1401 of the New York
General Obligations Law or any successor to such statute), except to the extent that the Trust
Indenture Act shall be applicable.



     As used herein, “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 is located
any Paying Agent for the Securities of this series. All other terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the Indenture.



     As provided in the Indenture, no recourse shall be had for the payment of the principal of or
premium, if any, or interest on any Securities, any Guarantees 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 the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director,
as such, past, present or future of the Company or the Guarantor or of any predecessor or successor
of either of them (either directly or through the Company or the Guarantor, as the case may be, or
a predecessor or successor of either of them), 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 the Indenture and this Security and the Guarantee endorsed
hereon are solely corporate obligations 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 the
Indenture and the issuance of this Security and such Guarantee.



     Unless the certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



6









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 
	 	 	PPL CAPITAL FUNDING, INC.	 	 
	 
	 	 	 	 	 	 
	[SEAL]

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






Attested:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Assistant Secretary	 	 






GUARANTEE





     PPL Corporation, a corporation organized under the laws of the Commonwealth of
Pennsylvania (the “Guarantor”, which term includes any successor under the Indenture
(the “Indenture”) referred to in the Security upon which this Guarantee is
endorsed), for value received, hereby fully and unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed, the due and punctual
payment of the principal of, and premium, if any, and interest, if any, on such
Security when and as the same shall become due and payable, whether at the Stated
Maturity, by declaration of acceleration, call for redemption, or otherwise, in
accordance with the terms of such Security and of the Indenture. In case of the
failure of PPL Capital Funding, Inc., a corporation organized under the laws of the
State of Delaware (the “Company,” which term includes any successor under the
Indenture), punctually to make any such payment, the Guarantor hereby agrees to
cause such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, and as if such payment were made by the Company.




     The Guarantor hereby agrees that its obligations hereunder shall be absolute
and unconditional irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or the Indenture, any failure to
enforce the provisions of such Security or the Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance which may otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor;
provided, however, that notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor, increase the principal
amount of such Security, or increase the interest rate thereon, or



7









 







change any redemption provisions thereof (including any change to increase any
premium payable upon redemption thereof) or change the Stated Maturity thereof.




     The Guarantor hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or the Holder of such Security exhaust any
right or take any action against the Company or any other Person, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect to
such Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and in
this Guarantee. This Guarantee shall constitute a guaranty of payment and not of
collection. The Guarantor hereby agrees that, in the event of a default in payment
of principal, or premium, if any, or interest, if any, on such Security, whether at
its Stated Maturity, by declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by,
the Holder of such Security, subject to the terms and conditions set forth in the
Indenture, directly against the Guarantor to enforce this Guarantee without first
proceeding against the Company.




     The obligations of the Guarantor hereunder with respect to such Security shall
be continuing and irrevocable until the date upon which the entire principal of,
premium, if any, and interest, if any, on such Security has been, or has been deemed
pursuant to the provisions of Article Seven of the Indenture to have been, paid in
full or otherwise discharged.




     The obligations evidenced by this Guarantee are, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in full
of all Senior Indebtedness (as defined in the Indenture) of the Guarantor, and this
Guarantee is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of a Security upon which this Guarantee is endorsed, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance
of the subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such Holder upon said provisions.




     The Guarantor shall be subrogated to all rights of the Holder of such Security
upon which this Guarantee is endorsed against the Company in respect of any amounts
paid by the Guarantor on account of such Security pursuant to the provisions of this
Guarantee or the Indenture; provided, however, that the Guarantor shall not be
entitled to enforce or to receive any payments arising out



8









 







of, or based upon, such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities issued under the Indenture
shall have been paid in full.




     This Guarantee shall remain in full force and effect and continue
notwithstanding any petition filed by or against the Company for liquidation or
reorganization, the Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being appointed for all or any
significant part of the Company’s assets, and shall, to the fullest extent permitted
by law, continue to be effective or reinstated, as the case may be, if at any time
payment of the Security upon which this Guarantee is endorsed, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by the Holder of such Security, whether as a “voidable preference,”
“fraudulent transfer,” or otherwise, all as though such payment or performance had
not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned on such Security, such Security shall, to the fullest
extent permitted by law, be reinstated and deemed paid only by such amount paid and
not so rescinded, reduced, restored or returned.




     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is endorsed
shall have been manually executed by or on behalf of the Trustee under the
Indenture.




     All terms used in this Guarantee which are defined in the Indenture shall have
the meanings assigned to them in such Indenture.




     This Guarantee shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.




     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	PPL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






9









 






CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	THE BANK OF NEW YORK,	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	       as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






10









 






OPTION TO ELECT REPAYMENT

[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHTS]



The undersigned hereby irrevocably requests and instructs the Company to repay the within Security
(or portion thereof specified below) pursuant to its terms at a price equal to the principal amount
thereof, together with interest to the repayment date, to the undersigned, at




(Please print or type name and address of the undersigned)



For this Security to be repaid the Company must receive at the Corporate Trust Office of the
Trustee in The City of New York or at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or before the thirtieth, but not earlier
than the sixtieth, calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security, with this “Option to Elect Repayment”
form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of
a national securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth (a) the name,
address, and telephone number of the Holder of the Security, (b) the principal amount of the
Security and the amount of the Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the Security to be repaid
with this form duly completed will be received by the Trustee on behalf of the Company not later
than five Business Days after the date of such telegram, telex, facsimile transmission, or letter
(and such Security and form duly completed are received by the Trustee on behalf of the Company by
such fifth Business Day). Exercise of the repayment option by the Holder shall be irrevocable.



If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be an integral multiple of $1,000) which the Holder elects to have
repaid:                                                                                 
                    ; and specify the
denomination or denominations (which shall be $1,000 or an integral multiple thereof) of the
Security or Securities to be issued to the Holder for the portion of the within Security or
Securities not being repaid (in the absence of any specification, one such Security will be issued
for the portion not being repaid):




Date:                     




	 	 	 
	 	 	 
	Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon the face of the
Security in every particular without
alteration or enlargement or any other
change whatsoever.
	 	 






11









 






FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto




 




[please insert social security or other identifying number of assignee]




 




[please print or typewrite name and address of assignee]




 





     the within Security of PPL CAPITAL FUNDING, INC. and does hereby irrevocably constitute and appoint
                                                                     
                               ,
Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises.



     Dated:                     



 





Notice: The signature to this assignment must correspond with the name as written upon the face of
the Security in every particular without alteration or enlargement or any change whatsoever.





12