ppl8kexhibit4-c.htm


    Exhibit
      4
      (c)

     

    OFFICERS’
      CERTIFICATE

    (Under
      Section 301 of the Indenture of

    PPL
      Capital Funding, Inc. and PPL Corporation)

     

    The
      undersigned James E. Abel, Treasurer of PPL CAPITAL FUNDING,
      INC. (the “Company”), in accordance with Section 301 of the Indenture,
      dated as of November 1, 1997, as heretofore supplemented (the “Indenture”,
      capitalized terms used herein and not defined herein having the meanings
      specified in the Indenture), of the Company and PPL CORPORATION
      (the “Guarantor”), to The Bank of New York (as successor to JPMorgan Chase Bank,
      N.A. (formerly known as The Chase Manhattan Bank)), as Trustee (the “Trustee”),
      does hereby establish for the series of Securities established in Supplemental
      Indenture No. 7, dated as of July 1, 2007 (the “Supplemental Indenture”), the
      following terms and characteristics (the lettered clauses set forth below
      corresponding to the lettered clauses of Section 301 of the Indenture), and
      the
      undersigned James E. Abel, Vice President - Finance and Treasurer 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 “6.85% Senior Notes due 2047” (the
“Notes”);

     

    (b)  the
      aggregate principal amount of Notes which may be authenticated and delivered
      under the Indenture shall be limited to $100,000,000, except as contemplated
      in
      Section 301(b) and the last paragraph of Section 301 of the
      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;

     

    (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;

     

    (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 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 Indenture may be served; provided,
      however, that the Company and the Guarantor each reserve the right to change,
      by
      one or more Officer’s 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 Officer’s
      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 Officer’s 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)  [not
      applicable];

     

    (i)  the
      Notes
      shall be issued in denominations of $25 or any amount in excess thereof that
      is
      an integral multiple of $25, unless otherwise authorized by the Company and
      the
      Guarantor;

     

    (j)  [not
      applicable];

     

    (k)  [not
      applicable];

     

    (l)  [not
      applicable];

     

    (m)  [not
      applicable];

     

    (n)  [not
      applicable];

     

    (o)  reference
      is hereby made to the provisions of Supplemental Indenture No. 7 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 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 may require payment of a sum sufficient to cover any tax or other
      governmental charge payable in connection with the exchange or
      transfer;

     

    (u)  [not
      applicable];

     

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

     

    (w)  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 Officer’s
      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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, we have hereunto signed our names this 16th
      day of July, 2007.

     

    PPL
      CAPITAL FUNDING, INC.

     

    __/s/
      JAMES E. ABEL_________

    Name:
      James E. Abel

    Title:
      Treasurer

     

    PPL
      CORPORATION

     

    ____/s/JAMES
      E. ABEL_________

    Name:
      James E. Abel

    Title:
      Vice-President-Finance and Treasurer