<PAGE>

                                                                     EXHIBIT 4.1

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

                           PPL CAPITAL FUNDING, INC.,
                                    AS ISSUER

                                PPL CORPORATION,
                                  AS GUARANTOR

                                       TO

                              JPMORGAN CHASE BANK,
                                   AS TRUSTEE

                                    ---------

                                    INDENTURE

                          DATED AS OF FEBRUARY 26, 2004

                          4.33% NOTES SERIES A DUE 2009

                                       AND

                     4.33% NOTES EXCHANGE SERIES A DUE 2009

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                    <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................       1

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

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

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

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

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

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                    <C>
ARTICLE FOUR REDEMPTION OF SECURITIES............................................................      30

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

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

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

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

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

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

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

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                    <C>
ARTICLE EIGHT GUARANTEE .........................................................................      46

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

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

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

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

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

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

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

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

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

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

         SECTION 1301.             Liability Limited.............................................      54
</TABLE>

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

                                     -iii-
<PAGE>

                            PPL CAPITAL FUNDING, INC.

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

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

<PAGE>
<TABLE>
<S>                                                             <C>
            (b).............................................    608
Section 317 (a)(1)..........................................    603
            (a)(2)..........................................    604
            (b).............................................    303
Section 318 (a).............................................    107
</TABLE>

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

<PAGE>

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

                                     RECITAL

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      -2-
<PAGE>

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

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

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

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

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

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

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

                  "DTC" means The Depository Trust Company.

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

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

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

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

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

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

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

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

                                      -3-
<PAGE>

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

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

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

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

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

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

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

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

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

                  "ORIGINAL ISSUE DATE" means February 26, 2004.

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

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

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

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

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

                                      -4-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

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

                  "STATED MATURITY" means March 1, 2009.

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

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

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

                                      -6-
<PAGE>

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

                                      -7-
<PAGE>

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

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

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

SECTION 104. ACTS OF HOLDERS.

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

                                      -8-
<PAGE>

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

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

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

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

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

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

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

                                      -9-
<PAGE>

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

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

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

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

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

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

                           and

                           PPL Corporation
                           Two North Ninth Street
                           Allentown, Pennsylvania  18101

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

                                      -10-
<PAGE>

                           If to the Trustee, to:

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

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

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

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

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

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

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

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

                                      -11-
<PAGE>

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

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

SECTION 113. LEGAL HOLIDAYS.

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

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 201. TITLE AND TERMS.

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

                                      -12-
<PAGE>

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

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

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

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

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

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

                  (g)      The Securities shall not be redeemable.

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

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

                                      -13-
<PAGE>

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

SECTION 202. LEGENDS.

                  (a)      Restricted Securities Legends.

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

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

                           (1)      Restricted Securities Legend for Securities.

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

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

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

                                      -14-
<PAGE>

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

                           (2)      Removal of the Restricted Securities
                                    Legends.

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

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

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

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

                                      -15-
<PAGE>

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

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

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

                  (b)      Global Security Legend.

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

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

                                      -16-

<PAGE>

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

SECTION 203. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

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

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

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

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

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

                                                  JPMorgan Chase Bank,
                                                  as Trustee

                                      -17-
<PAGE>

                                                  By: __________________________
                                                          Authorized Officer

SECTION 205. TEMPORARY SECURITIES.

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

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

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

SECTION 206. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

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

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

                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

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

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

SECTION 208. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

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

                                      -20-
<PAGE>

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

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

SECTION 209. PERSONS DEEMED OWNERS.

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

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

                  (a)      The Global Securities initially shall:

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

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

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

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

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

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

                                      -21-
<PAGE>

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

                  (d)      If at any time:

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

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

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

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

                  (f)      No Obligation of the Trustee.

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

                                      -22-
<PAGE>

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

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

SECTION 211. SPECIAL TRANSFER PROVISIONS.

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

                  (a)      Transfer of Securities to a QIB.

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

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

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

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

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

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

                                      -23-
<PAGE>

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

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

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

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

                                                                          [Date]

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

Dear Sirs:

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

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

                  Name: __________________________________

                  Address: _______________________________

                  Payment Instructions: __________________

                  Taxpayer ID Number: ____________________

                  The undersigned represents and warrants to you that:

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

                                      -24-
<PAGE>

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

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

                  TRANSFEREE:  ___________________________

                  BY:  ___________________________________

                  (c)      Other Exchanges.

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

                                      -25-


<PAGE>

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

                  (d)      General.

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

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

SECTION 212. CANCELLATION.

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

SECTION 213. COMPUTATION OF INTEREST.

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

                                      -26-
<PAGE>

                                 ARTICLE THREE

                                    COVENANTS

SECTION 301. PAYMENT OF PRINCIPAL AND INTEREST.

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

SECTION 302. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

                                      -27-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -28-
<PAGE>

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

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

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

SECTION 304. EXISTENCE AS A CORPORATION.

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

SECTION 305. ANNUAL OFFICER'S CERTIFICATE.

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

                                      -29-
<PAGE>

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401. NO RIGHT OF REDEMPTION.

                  The Securities are not subject to redemption.

                                  ARTICLE FIVE

                           SATISFACTION AND DISCHARGE

SECTION 501. SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (a)      no Securities remain Outstanding hereunder; and

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

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

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

                                  ARTICLE SIX

                           EVENTS OF DEFAULT; REMEDIES

SECTION 601. EVENTS OF DEFAULT.

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

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

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

                                      -30-
<PAGE>

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

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

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

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

                                      -31-
<PAGE>

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

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

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

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

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

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

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

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

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

                  and

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

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

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

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

                                      -32-
<PAGE>

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

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

SECTION 604. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

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

                                      -33-
<PAGE>

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

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

SECTION 606. APPLICATION OF MONEY COLLECTED.

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

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

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

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

SECTION 607. LIMITATION ON SUITS.

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

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

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

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

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

                                      -34-
<PAGE>

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

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

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

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

SECTION 609. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 610. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 611. DELAY OR OMISSION NOT WAIVER.

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

                                      -35-
<PAGE>

SECTION 612. CONTROL BY HOLDERS OF SECURITIES.

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

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

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

SECTION 613. WAIVER OF PAST DEFAULTS.

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

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

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

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

SECTION 614. UNDERTAKING FOR COSTS.

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

                                      -36-
<PAGE>

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

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

                                 ARTICLE SEVEN

                                   THE TRUSTEE

SECTION 701. CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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

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

                                      -37-
<PAGE>

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

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

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

SECTION 702. NOTICE OF DEFAULTS.

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

SECTION 703. CERTAIN RIGHTS OF TRUSTEE.

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

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

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

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

                                      -38-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -39-

<PAGE>

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

SECTION 705. MAY HOLD SECURITIES.

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

SECTION 706. MONEY HELD IN TRUST.

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

SECTION 707. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

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

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

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

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

SECTION 708. DISQUALIFICATION; CONFLICTING INTERESTS.

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

                                      -40-

<PAGE>

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

SECTION 709. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

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

                  (b)      if and to the extent permitted by the Commission by
         rule, regulation or order upon application, a corporation or other
         Person organized and doing business under the laws of a foreign
         government, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $50,000,000
         or the Dollar equivalent of the applicable foreign currency and subject
         to supervision or examination by authority of such foreign government
         or a political subdivision thereof substantially equivalent to
         supervision or examination applicable to United States institutional
         trustees,

and, in either case, qualified and eligible under this Article Seven and the
Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section 709, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 709 and the Trust Indenture Act, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Seven.

SECTION 710. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article Seven shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 711.

                  (b)      The Trustee may resign at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 711 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

                  (c)      The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Trustee and the Company.

                                      -41-
<PAGE>

                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with
                  Section 708 after written request therefor by the Company or
                  by any Holder who has been a bona fide Holder for at least six
                  months, or

                           (2)      the Trustee shall cease to be eligible under
                  Section 709 or Section 310(a) of the Trust Indenture Act and
                  shall fail to resign after written request therefor by the
                  Company or by any such Holder, or

                           (3)      the Trustee shall become incapable of acting
                  or shall be adjudged a bankrupt or insolvent or a receiver of
                  the Trustee or of its property shall be appointed or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any such case, (x) the Company by Board Resolution may remove the
Trustee or (y) subject to Section 614, any Holder who has been a bona fide
Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause (other than as contemplated by clause (y) in subsection (d) or this
Section), the Company, by Board Resolution, shall promptly appoint a successor
Trustee (it being understood that at any time there shall be only one Trustee)
and shall comply with the applicable requirements of Section 711. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 711, become the successor
Trustee and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 711, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee or Authenticating Agent and each appointment of a
successor Trustee or Authenticating Agent to all Holders of Securities in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee or Authenticating Agent and the address of its Corporate Trust
Office.

SECTION 711. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a)      In case of the appointment hereunder of a successor
Trustee, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any

                                      -42-
<PAGE>

further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; provided, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of all sums owed to it, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                  (b)      Upon request of any such successor Trustee, the
Company shall execute any instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in subsection (a) of this Section.

                  (c)      No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

                  (d)      The obligations of the Company under Section 707
shall survive the resignation or removal of the Trustee.

SECTION 712. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 713. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company, or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act (a) the term "cash
transaction" shall have the meaning provided in Rule 11b-4 under the Trust
Indenture Act, and (b) the term "self-liquidating paper" shall have the meaning
provided in Rule 11b-6 under the Trust Indenture Act.

SECTION 714. APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities, which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issuance, exchange or
registration of transfer thereof or pursuant to Section 207, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the

                                      -43-
<PAGE>

Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state or
territory thereof or the District of Columbia or the Commonwealth of Puerto
Rico, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  The provisions of Sections 209, 704 and 705 shall be
applicable to each Authenticating Agent.

                  If an Authenticating Agent is appointed pursuant to this
Section, the Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternate certificate of authentication in the
following form:

                                      -44-
<PAGE>

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

                                                  JPMorgan Chase Bank,
                                                  as Trustee

                                                  By: _________________________,
                                                  as Authenticating Agent

                                                  By: _________________________
                                                  Authorized Signatory

                                      -45-
<PAGE>

                                 ARTICLE EIGHT

                                    GUARANTEE

SECTION 801.      GUARANTEE.

         The Guarantor hereby fully, unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety, to each Holder of the Securities
and the Trustee (i) the full and punctual payment when due, whether at maturity,
by acceleration or otherwise, of the principal of, and interest on, the
Securities and all other monetary obligations of the Company under this
Indenture (all the foregoing payments and obligations being hereinafter
collectively called the "OBLIGATIONS"). The Guarantee will be unsecured debt of
the Guarantor, not subordinated by its terms to any other obligations of the
Guarantor. The Guarantor further agrees (to the extent permitted by law) that
the Obligations may be extended or renewed, in whole or in part, without notice
or further assent from it, and that it will remain bound under this Article
Eight notwithstanding any extension or renewal of any Obligation.

         The Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. The Guarantor waives notice of any default under the
Securities or the Obligations. The obligations of the Guarantor hereunder shall
not be affected by (a) the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any right or remedy against the Company or any
other Person under this Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
or (e) any change in the ownership of the Company.

         The Guarantor further agrees that the Guarantee herein constitutes a
guarantee of payment when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder or the Trustee to any
security held for payment of the Obligations.

         The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment or performance of the Obligations in full), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise. Without limiting the generality of the foregoing, the obligations
of the Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of the Guarantor or would otherwise
operate as a discharge of the Guarantor as a matter of law or equity.

                                      -46-

<PAGE>

         The Guarantor further agrees that the Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of, or interest on any of the Obligations is
rescinded or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against the Guarantor by virtue
hereof, upon the failure of the Company to pay any of the Obligations when and
as the same shall become due, whether at maturity, by acceleration or otherwise,
the Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount
equal to the sum of (i) the unpaid amount of such Obligations then due and owing
and (ii) accrued and unpaid interest on such Obligations then due and owing (but
only to the extent not prohibited by law).

         The Guarantor further agrees that, as between the Guarantor, on the one
hand, and the Holders, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the
purposes of the Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.

         The Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or the
Holders in enforcing any rights under this Section 801.

SECTION 802.      SUBROGATION.

         Notwithstanding any payment or payments made by the Guarantor
hereunder, the Guarantor shall not be entitled to be subrogated to any of the
rights of the Trustee or any Holder against the Company or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Obligations, nor shall the Guarantor seek or be entitled to
seek any contribution or reimbursement from the Company in respect of payments
made by the Guarantor hereunder, until all amounts owing to the Trustee and the
Holders, by the Company on account of the Obligations are paid in full. If any
amount shall be paid to the Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held by the Guarantor in trust for the Trustee and the Holders,
segregated from other funds of the Guarantor, and shall, forthwith upon receipt
by the Guarantor, be turned over to the Trustee in the exact form received by
the Guarantor (duly indorsed by the Guarantor to the Trustee, if required), to
be applied against the Obligations.

SECTION 803.      CONSIDERATION.

         The Guarantor has received, or will receive, direct or indirect
benefits from the making of the Guarantee.

                                      -47-

<PAGE>

                                  ARTICLE NINE

                   CONSOLIDATION, MERGER, CONVEYANCE OR OTHER
                              TRANSFER OF GUARANTOR

SECTION 901.      GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Guarantor shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless

         (a)      the Person formed by such consolidation or into which the
    Guarantor is merged or the Person which acquires by conveyance or transfer,
    or which leases, the properties and assets of the Guarantor, substantially
    as an entirety shall be a corporation organized and existing under the laws
    of the United States, any state thereof or the District of Columbia, and
    shall expressly assume, by an indenture supplemental hereto, executed and
    delivered to the Trustee, in form satisfactory to the Trustee, the Guarantee
    under Section 801 and the performance of every obligation of the Guarantor
    under this Indenture on the part of the Guarantor to be performed or
    observed;

         (b)      immediately after giving effect to such transaction, no Event
    of Default with respect to the Guarantor, and no event which, after notice
    or lapse of time or both, would become an Event of Default with respect to
    the Guarantor, shall have occurred and be continuing; and

         (c)      the Guarantor shall have delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that such consolidation,
    merger, conveyance or other transfer or lease and such indenture
    supplemental hereto complies with this Article and that all conditions
    precedent herein provided for relating to such transactions have been
    complied with.

SECTION 902.      SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation by the Guarantor with or merger by the Guarantor
into any other Person or any conveyance or other transfer or lease of the
properties and assets of the Guarantor substantially as an entirety in
accordance with Section 901, the successor Person formed by such consolidation
or into which the Guarantor is merged or the Person to which such conveyance, or
other transfer or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Guarantor under this Indenture with
the same effect as if such successor Person had been named as the Guarantor
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of and released from all obligations under the Guarantee
pursuant to this Indenture, this Indenture and the Securities Outstanding
hereunder (unless the predecessor Person shall have delivered to the Trustee an
instrument waiving such relief and release), and the Trustee shall acknowledge
in writing that the predecessor Person has been so relieved and released.

                                      -48-

<PAGE>

SECTION 903.      LIMITATIONS.

         For purposes of clarification and not in limitation of the provisions
of Section 901, nothing in this Indenture shall be deemed to prevent or
restrict:

         (a)      any consolidation or merger after the consummation of which
    the Guarantor would be the surviving or resulting corporation, or

         (b)      any conveyance or other transfer, or lease of any part of the
    properties of the Guarantor which does not constitute the entirety, or
    substantially the entirety, thereof, or

         (c)      the approval by the Guarantor of, or the consent by the
    Guarantor to, any consolidation or merger of any direct or indirect
    subsidiary or affiliate of the Guarantor, or any conveyance, transfer or
    lease by any such subsidiary or affiliate of any of its assets.

                                  ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.     LISTS OF HOLDERS.

         Semiannually, not later than March 1 and September 1 in each year, and
at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.

SECTION 1002.     REPORTS BY TRUSTEE AND COMPANY.

         The Trustee shall transmit to the Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the time and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than July 15 in each calendar year with
respect to the 12-month period ending on the preceding May 15, commencing May
15, 2004. A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

         The Company and the Guarantor shall file with the Trustee (within
thirty (30) days after filing with the Commission in the case of reports that
pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.

                                      -49-

<PAGE>

                                 ARTICLE ELEVEN

                        CONSOLIDATION, MERGER, CONVEYANCE
                        OR OTHER TRANSFER OF THE COMPANY

SECTION 1101.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless

         (a)      the Person formed by such consolidation or into which the
    Company is merged or the Person which acquires by conveyance or transfer, or
    which leases, the properties and assets of the Company, substantially as an
    entirety shall be a corporation organized and existing under the laws of the
    United States, any state thereof or the District of Columbia, and shall
    expressly assume, by an indenture supplemental hereto, executed and
    delivered to the Trustee, in form satisfactory to the Trustee, the due and
    punctual payment of the principal of, and interest on, all Outstanding
    Securities and the performance of every covenant of this Indenture on the
    part of the Company to be performed or observed;

         (b)      immediately after giving effect to such transaction, no Event
    of Default, and no event which, after notice or lapse of time or both, would
    become an Event of Default, shall have occurred and be continuing; and

         (c)      the Company shall have delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that such consolidation,
    merger, conveyance or other transfer or lease and such indenture
    supplemental hereto complies with this Article Eleven and that all
    conditions precedent herein provided for relating to such transactions have
    been complied with.

SECTION 1102.     SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1101, the successor Person formed by such consolidation or into
which the Company is merged or the Person to which such conveyance, or other
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of and released from all obligations and covenants under this Indenture
and the Securities Outstanding hereunder (unless the predecessor Person shall
have delivered to the Trustee an instrument waiving such relief and release),
and the Trustee shall acknowledge in writing that the predecessor Person has
been so relieved and released.

SECTION 1103.     LIMITATIONS.

         For purposes of clarification and not in limitation of the provisions
of Section 1101, nothing in this Indenture shall be deemed to prevent or
restrict:

                                      -50-

<PAGE>

         (a)      any consolidation or merger after the consummation of which
    the Company would be the surviving or resulting corporation, or

         (b)      any conveyance or other transfer, or lease of any part of the
    properties of the Company which does not constitute the entirety, or
    substantially the entirety, thereof, or

         (c)      the approval by the Company of, or the consent by the Company
    to, any consolidation or merger of any direct or indirect subsidiary or
    affiliate of the Company, or any conveyance, transfer or lease by any such
    subsidiary or affiliate of any of its assets.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Company, the Guarantor and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

         (a)      to evidence the succession of another Person to the Company or
    the Guarantor, as the case may be, and the assumption by any such successor
    of the covenants of the Company or the guarantees of the Guarantor, as the
    case may be, herein and in the Securities or the guarantees of the
    Guarantor, as the case may be, all as provided in Articles Nine and Eleven;
    or

         (b)      to add one or more covenants of the Company or the Guarantor
    or other provisions for the benefit of the Holders of the Securities or to
    surrender any right or power herein conferred upon the Company or the
    Guarantor; or

         (c)      to add any additional Events of Default hereunder; or

         (d)      to change or eliminate any provision of this Indenture or to
    add any new provision to this Indenture; provided, however, that if such
    change, elimination or addition shall adversely affect the interests of the
    Holders of Securities Outstanding on the date of such supplemental indenture
    in any material respect, such change, elimination or addition shall become
    effective with respect to the Securities only pursuant to the provisions of
    Section 1202 hereof; or

         (e)      to provide collateral security for the Securities; or

         (f)      to provide for the authentication and delivery of bearer
    securities and coupons appertaining thereto representing interest, if any,
    thereon and for the procedures for the registration, exchange and
    replacement thereof and for the giving of notice to, and the solicitation of
    the vote or consent of, the Holders thereof, and for any and all other
    matters incidental thereto; or

                                      -51-

<PAGE>

         (g)      to evidence and provide for the acceptance of appointment
                  hereunder by a successor Trustee; or

         (h)      to provide for the procedures required to permit the Company
    to utilize, at its option, a non certificated system of registration for the
    Securities; or

         (i)      to change any place or places where (1) the principal of, and
    interest on, the Securities shall be payable, (2) the Securities may be
    surrendered for registration of transfer, (3) the Securities may be
    surrendered for exchange and (4) notices and demands to or upon the Company
    or the Guarantor in respect of the Securities and this Indenture may be
    served; or

         (j)      to cure any ambiguity, to correct or supplement any provision
    herein which may be defective or inconsistent with any other provision
    herein, or to make any other changes to the provisions hereof or to add
    other provisions with respect to matters or questions arising under this
    Indenture, provided that such other changes or additions shall not adversely
    affect the interests of the Holders of Securities in any material respect.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

         (x)      if any such amendment shall require one or more changes to any
    provisions hereof or the inclusion herein of any additional provisions, or
    shall by operation of law be deemed to effect such changes or incorporate
    such provisions by reference or otherwise, this Indenture shall be deemed to
    have been amended so as to conform to such amendment to the Trust Indenture
    Act, and the Company, the Guarantor and the Trustee may, without the consent
    of any Holders, enter into an indenture supplemental hereto to evidence such
    amendment hereof; or

         (y)      if any such amendment shall permit one or more changes to, or
    the elimination of, any provisions hereof which, at the date of the
    execution and delivery hereof or at any time thereafter, are required by the
    Trust Indenture Act to be contained herein or are contained herein to
    reflect any provision of the Trust Indenture Act as in effect at such date,
    this Indenture shall be deemed to have been amended to effect such changes
    or elimination, and the Company, the Guarantor and the Trustee may, without
    the consent of any Holders, enter into an indenture supplemental hereto to
    this Indenture to effect such changes or elimination or evidence such
    amendment.

SECTION 1202.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         Subject to the provisions of Section 1201, with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities under this Indenture by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor, when authorized by an Officer's Certificate, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture; and provided,

                                      -52-

<PAGE>

that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security so directly affected,

         (a)      change the Stated Maturity of the principal of, or any
    installment of principal of, or interest on, any Security (other than
    pursuant to the terms thereof), or reduce the principal amount thereof or
    the rate of interest thereon (or the amount of any installment of interest
    thereon) or change the coin or currency (or other property), in which any
    Security or the interest thereon is payable, or impair the right to
    institute suit for the enforcement of any such payment on or after the
    Stated Maturity thereof, or

         (b)      reduce the percentage in principal amount of the Outstanding
    Securities, the consent of the Holders of which is required for any such
    supplemental indenture, or the consent of the Holders of which is required
    for any waiver of any default hereunder and its consequences, or

         (c)      modify any of the provisions of this Section 1202, or Section
    613 with respect to the Securities, except to increase the percentages in
    principal amount referred to in this Section or such other Sections or to
    provide that other provisions of this Indenture cannot be modified or waived
    without the consent of the Holder of each Outstanding Security affected
    thereby.

         It shall not be necessary for any Act of Holders under this Section
1202 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

SECTION 1203.     EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Twelve or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 701) shall be fully protected in relying
upon, an Opinion of Counsel and an Officer's Certificate stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

SECTION 1204.     EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article
Twelve this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. Any supplemental indenture permitted by this
Article Twelve may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.

                                      -53-

<PAGE>

SECTION 1205.     CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 1206.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Twelve may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities, so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                                ARTICLE THIRTEEN

                IMMUNITY OF STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1301.     LIABILITY LIMITED.

         No recourse shall be had for the payment of the principal of, or
interest on, any Securities or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
officer, stockholder or director, as such, past, present or future of the
Company, the Guarantor or of any predecessor or successor of the Company or the
Guarantor (either directly or through the Company, the Guarantor or a
predecessor or successor of the Company or the Guarantor), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise. It being expressly agreed and understood
that this Indenture and all the Securities are solely obligations of the
Company, and the Guarantee is solely the obligation of the Guarantor and that no
personal liability whatsoever shall attach to, or be incurred by, officer,
stockholder or director, past, present or future, of the Company, the Guarantor
or of any predecessor or successor of the Company or the Guarantor, either
directly or indirectly through the Company, the Guarantor or any predecessor or
successor of the Company or the Guarantor, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -54-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the day and year first above written.

                                     PPL CAPITAL FUNDING, INC.

                                     By: /s/ James E. Abel
                                        --------------------------------
                                        Name: James E. Abel
                                        Title: Treasurer

                                     PPL CORPORATION

                                     By: /s/ James E. Abel
                                        --------------------------------
                                        Name: James E. Abel
                                        Title: Vice President-Finance and
                                        Treasurer

                                     JPMORGAN CHASE BANK,
                                         as Trustee

                                     By: /s/ Alfia Monastra
                                        --------------------------------
                                        Name: Alfia Monastra
                                        Title: Vice President

                                      -55-

<PAGE>

                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                         [Global Legend, if applicable]

                 [Restrictive Securities Legend, if applicable]

                            PPL CAPITAL FUNDING, INC.
               4.33% NOTE [SERIES A] [EXCHANGE SERIES A] DUE 2009
             FULLY AND UNCONDITIONALLY GUARANTEED BY PPL CORPORATION

Original Issue Date:          February 26, 2004

Stated Maturity:              March 1, 2009

Interest Rate:                4.33%

Interest Payment Dates:       March 1 and September 1

Regular Record Dates:         February 15 and August 15 (whether or not a
                              Business Day), except that when the Securities are
                              represented by a Global Security, one Business Day
                              prior to the Interest Payment Date

Principal Amount $                           No.
                                             CUSIP

         PPL CAPITAL FUNDING, INC., a Delaware corporation (herein called the
"Company," which term includes any successor under the Indenture referred to
below), for value received, hereby promises to pay to       , or registered
assigns, the principal sum of DOLLARS ($     ) [Insert in Global Securities - or
such other principal amount as shall be set forth in the Schedule of Increases
or Decreases in Global Security attached hereto], on the Stated Maturity shown
above and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on each Interest Payment Date as
specified above, commencing on September 1, 2004 and on the Stated Maturity at
the rate per annum shown above (the "Interest Rate") until the principal hereof
is paid or made available for payment and on any overdue principal and on any
overdue installment of interest. In addition, Additional Interest may accrue on
this Security in the circumstances described in the Registration Rights
Agreement. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this 4.33% Note [Series A] [Exchange Series A] due 2009
(this "Security") is registered at the close of business on the Regular Record
Date as specified above next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not

                                      A-1

<PAGE>

so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which the Securities shall be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Indenture.

         Payments of interest on this Security will include interest accrued to
but excluding the respective Interest Payment Dates. Payments of interest for
this Security shall be computed and paid on the basis of a 360-day year
consisting of twelve 30-day months and will accrue from February 26, 2004 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for. In the event that any date on which interest is payable on
this Security is not a Business Day, then payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the date the payment was originally payable.
"Business Day" means any day, other than a Saturday or Sunday, that is not a day
on which banking institutions or trust companies are generally authorized or
required by law, regulation or executive order to close in The City of New York
or other city in which any Paying Agent is located.

         Payment of principal of and interest on the Securities shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         The Securities shall not be subject to redemption.

         The Securities shall not have a sinking fund.

         The Securities shall constitute the direct unsecured and unsubordinated
debt obligations of the Company and shall rank equally in priority with the
Company's existing and future unsecured and unsubordinated indebtedness.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                                      A-2

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            PPL CAPITAL FUNDING, INC.

                                            By:_________________________________
                                               Name:
                                               Title:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

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

JPMORGAN CHASE BANK,
     as Trustee,

By:____________________________
   Authorized Officer

Date:

                                      A-3

<PAGE>

                              (Reverse of Security)

               4.33% Note [Series A] [Exchange Series A] due 2009

         1. This 4.33% Note [Series A] [Exchange Series A] due 2009 is one of a
duly authorized issue of Securities of the Company (the "Securities"), issued
and issuable under an Indenture, dated as of February 26, 2004 (the
"Indenture"), between the Company, PPL Corporation, as guarantor (the
"Guarantor"), and JPMorgan Chase Bank, as Trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitation of
rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. The
4.33% Notes Series A due 2009 issued on the Original Issue Date are issuable in
the aggregate principal amount of $201,000,000. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.

         2. To guarantee the full and punctual payment of the principal of, and
interest on, the Securities and all other amounts payable by the Company under
the Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Guarantor has unconditionally guaranteed such
obligations pursuant to the terms of the Indenture. The Guarantee is an
unsecured and unsubordinated obligation of the Guarantor and ranks equally with
all other unsecured and unsubordinated indebtedness and obligations of the
Guarantor.

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

         4. Initially, JPMorgan Chase Bank will act as Trustee, Paying Agent and
Security Registrar. The Company may appoint and change any Paying Agent,
Security Registrar or co-registrar without notice to any Holder. The Guarantor,
the Company or any other Subsidiary of the Guarantor or the Company may act as
Paying Agent, Security Registrar or co-registrar.

         5. The Securities are in registered form without coupons in
denominations of $1,000 and multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Security Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture.

                                      A-4

<PAGE>

         6. The registered Holder of this Security may be treated as the owner
of it for all purposes (subject to Section 208 of the Indenture).

         7. The Trustee and the Paying Agent shall return to the Company upon
Company Request any money or property held by them for the payment of any amount
with respect to the Securities that remains unclaimed for two years, provided,
however, that the Trustee or such Paying Agent, before being required to make
any such payment to the Company, may at the expense of the Company, either (a)
cause to be mailed, on one occasion only, notice to such Holder that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such mailing, any unclaimed balance of such
money then remaining will be paid to the Company or (b) cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Company.

         8. The Indenture or the Securities may be amended with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities; provided, however, that the consent of each Holder
affected is required to (i) change the stated maturity of the principal or
interest on the Security, or reduce the principal amount or interest payable or
change the currency in which the Securities are payable, or impair the right to
bring suit to enforce any payment, (ii) reduce the percentage of holders whose
consent is required for any supplemental indenture or waiver, or (iii) modify
the provisions of the Indenture relating to supplemental indentures and waivers
of past defaults.

         9. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company, the Guarantor and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Articles Nine and Eleven of the Indenture, or
to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add additional provisions for the benefit of the
Holders, or to add additional covenants of the Company or the Guarantor, or
surrender rights and powers conferred on the Company or the Guarantor, or to
comply with any request of the Commission in connection with qualifying the
Indenture under the Trust Indenture Act, or to make any change that does not
adversely affect the rights of any Holder.

         10. Subject to certain exceptions set forth in the Indenture, any
default (other than with respect to nonpayment or in respect of a provision that
cannot be amended without the written consent of each Holder affected) may be
waived with the written consent of the Holders of a majority in principal amount
of the then outstanding Securities.

         11. Under the Indenture, Events of Default include (1) default for 30
days in payment of interest when due on the Securities; (2) default in payment
of principal on the Securities at Stated Maturity, upon declaration or
otherwise; (3) default in the performance of, or breach of, any covenant or
warranty of the Company or the Guarantor in the Indenture and continuance of
such default or breach for a period of 90 days after there has been given, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of

                                      A-5

<PAGE>

Default"; (4) the Guarantee (i) ceases to be effective (except in accordance
with its terms); or (ii) is found in any judicial proceeding to be unenforceable
or invalid; or (iii) is denied or disaffirmed by the Guarantor; (5) certain
events of bankruptcy, insolvency or reorganization of the Company or the
Guarantor (the "bankruptcy events"). However, a default under clause (3) will
not constitute an Event of Default until the Trustee or the Holders of at least
25% in principal amount of the outstanding Securities notify the Company or the
Guarantor, as the case may be, of the default and the Company or the Guarantor,
as the case may be, does not cure such default within the time specified in
clause (3) hereof after receipt of such notice.

         12. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities may declare all
the Securities by written notice to the Company to be due and payable
immediately.

         13. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to the Trustee. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default or Event of Default (except a default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

         14. Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

         15. No recourse shall be had for the payment of the principal of, or
interest on, any Securities or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
officer, stockholder or director, as such, past, present or future of the
Company, the Guarantor or of any predecessor or successor of the Company or the
Guarantor (either directly or through the Company, the Guarantor or a
predecessor or successor of the Company or the Guarantor), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise. It being expressly agreed and understood
that this Indenture and all the Securities are solely obligations of the
Company, and the Guarantees are solely obligations of the Guarantor and that no
personal liability whatsoever shall attach to, or be incurred by, officer,
stockholder or director, past, present or future, of the Company, the Guarantor
or of any predecessor or successor of the Company or the Guarantor, either
directly or indirectly through the Company, the Guarantor or any predecessor or
successor of the Company or the Guarantor, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

                                      A-6

<PAGE>

         16. This Security shall not be valid until an authorized officer of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

         THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

         The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:

                  PPL Capital Funding, Inc.
                  Two North Ninth Street
                  Allentown, Pennsylvania 18101-1179
                  Attention: Vice President-Finance and Treasurer

                                      A-7

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         I or we assign and transfer this Security to

         ____________________________________________________________________
                (Print or type assignee's name, address and zip code)

         ____________________________________________________________
                (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint ___________ agent to transfer this Security on
         the books of the Company. The agent may substitute another to act for
         him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                                  (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

[In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

[ ]   1                  acquired for the undersigned's own account, without
                         transfer; or

[ ]   2                  transferred to the Company; or

[ ]   3                  transferred pursuant to and in compliance with
                         Rule 144A under the Securities Act of 1933, as
                         amended (the "Securities Act"); or

[ ]   4                  transferred pursuant to an effective registration
                         statement under the Securities Act; or

                                      A-8

<PAGE>

[ ]   5                  transferred to an institutional "accredited investor"
                         (as defined in Rule 501(a)(1), (2), (3) or (7) under
                         the Securities Act), that has furnished to the Trustee
                         a signed letter containing certain representations and
                         agreements (the form of which letter appears as Section
                         211(b) of the Indenture); or

[ ]   6                  transferred pursuant to another available exemption
                         from the registration requirements of the Securities
                         Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if box (5) or
(6) is checked, the Company may require, prior to registering any such transfer
of the Securities, in its sole discretion, such legal opinions, certifications
and other information as the Company may reasonably request to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.

                                           _____________________________________
                                           Signature

Signature Guarantee:

_______________________________________    _____________________________________
(Signature must be guaranteed)             Signature
_______________________________________    _____________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

                                      A-9

<PAGE>

_______________________________________]*
Dated:

* To be deleted in Exchange Securities.

                                      A-10

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                       Principal         Signature of
                  Amount of          Amount of       Amount of this       authorized
                 decrease in        increase in      Global Security     signatory of
                  Principal          Principal       following such       Trustee or
Date of        Amount of this      Amount of this      decrease or        Securities
Exchange       Global Security    Global Security       increase           Custodian
--------       ---------------    ----------------   ---------------     ------------
<S>            <C>                <C>                <C>                 <C>
</TABLE>

                                      A-11