<PAGE>

                                                                    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

<PAGE>

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

<PAGE>

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

<PAGE>

                  (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

<PAGE>

         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

<PAGE>

                  (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

<PAGE>

         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

<PAGE>

                           (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

<PAGE>

                  (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

<PAGE>

                  (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

<PAGE>

         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

<PAGE>

         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

<PAGE>

         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

<PAGE>

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

<PAGE>

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

<PAGE>

                  (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

<PAGE>

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

<PAGE>

         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

<PAGE>

                  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

<PAGE>

         (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

<PAGE>

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

<PAGE>

J.P. MORGAN SECURITIES INC.

By: /s/ Stephen L. Sheiner
   -------------------------------
   Name: Stephen L. Sheiner
   Title: Vice President

                                       22

<PAGE>

                                                                         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

<PAGE>

                                                                         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

<PAGE>

                                                                         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

<PAGE>

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

<PAGE>

                                                                         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