Exhibit 4(c)

$201,000,000





PPL CAPITAL FUNDING, INC.



4.33% Notes Series A Due 2009



Unconditionally Guaranteed as to Payment by



PPL CORPORATION







REGISTRATION RIGHTS AGREEMENT

February 26, 2004

Wachovia Capital Markets, LLC,
  Banc One Capital Markets, Inc.,
  J.P. Morgan Securities Inc.,
            as Representatives
  of the several Initial Purchasers,
            c/o Wachovia Capital
  Markets, LLC,
                      One
  Wachovia Center,
                                01
  South College Street, TW-7,
                                          Charlotte,
  North Carolina 28288.

Ladies and Gentlemen:

PPL Capital Funding, Inc., a corporation organized under the laws of the State
  of Delaware (the "Company"), proposes to issue and sell to
  Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc., J.P. Morgan Securities
  Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc. (collectively,
  the "Initial Purchasers"), upon the terms set forth in a purchase
  and exchange agreement of even date herewith (the "Purchase and Exchange
  Agreement"), $201,000,000 aggregate principal amount of its 4.33% Notes
  Series A Due 2009 (the "Initial Notes"), unconditionally guaranteed
  (the "Initial Guarantees" and, collectively with Initial Notes,
  the "Initial Securities") as to payment by PPL Corporation,
  a corporation organized under the laws of the Commonwealth of Pennsylvania (the
  "Guarantor"). The Initial Securities will be issued pursuant
  to an indenture, dated as of February 26, 2004 (the "Indenture"),
  among the Company, the Guarantor and JPMorgan Chase Bank, as trustee (the "Trustee").
  As an inducement to the Initial Purchasers to enter into the Purchase and Exchange
  Agreement and in satisfaction of a condition to the obligations of the Initial
  Purchasers thereunder, the Company and the Guarantor agree with the Initial
  Purchasers, for the benefit of the Initial Purchasers and the holders of the
  Securities (as defined below) (collectively the "Holders"),
  as follows:

1.   Registered Exchange Offer. Unless not permitted
  by applicable law (after the Company and the Guarantor have complied with the
  ultimate paragraph of this Section 1), the Company and the Guarantor shall
  prepare and, not later than 90 days (such 90th day being a "Filing
  Deadline") after the date on which the Initial Purchasers purchase
  the Initial Securities pursuant to the Purchase and Exchange Agreement (the
  "Closing Date"), file with the Securities and Exchange Commission
  (the "Commission"), a registration statement (the "Exchange
  Offer Registration Statement") on an appropriate form under
  the Securities Act of 1933, as amended (the "Securities Act"),
  with respect to a proposed offer (the "Registered Exchange Offer")
  to the Holders of Transfer Restricted Securities (as defined below), who are
  not prohibited by any law or policy of the Commission from participating in
  the Registered Exchange Offer, to issue and deliver to such Holders, in exchange
  for the Initial Securities, a like aggregate principal amount of debt securities
  of the Company issued under the Indenture, guaranteed by the Guarantor, identical
  in all material respects to the Initial Securities, except for the transfer
  restrictions relating to the Initial Securities, and registered under the Securities
  Act (the "Exchange Securities"). The Company and the Guarantor
  shall use their reasonable best efforts to (i) cause such Exchange Offer Registration
  Statement to become effective under the Securities Act within 240 days
  after the Closing Date (such 240th day being an "Effectiveness Deadline")
  and (ii)  keep the Exchange Offer Registration Statement effective for
  not less than 30 days (or longer, if required by applicable law) after
  the date notice of the Registered Exchange Offer is mailed to the Holders (such
  period being called the "Exchange Offer Registration Period").

If the Company and the Guarantor commence the Registered Exchange Offer, the
  Company and the Guarantor (i) will be entitled to consummate the Registered
  Exchange Offer 30 days after such commencement (provided that the Company
  and the Guarantor have accepted all the Initial Securities theretofore validly
  tendered in accordance with the terms of the Registered Exchange Offer) and
  (ii) will use their reasonable best efforts to consummate the Registered Exchange
  Offer no later than 40 days after the date that the Exchange Offer Registration
  Statement is declared effective (such 40th day being the "Consummation
  Deadline").

Upon the effectiveness of the Exchange Offer Registration Statement, the Company
  and the Guarantor shall promptly commence the Registered Exchange Offer, it
  being the objective of such Registered Exchange Offer to enable each Holder
  of Transfer Restricted Securities electing to exchange the Initial Securities
  for Exchange Securities (a) to make such exchange (assuming that such Holder
  (i) is not an affiliate of the Company or the Guarantor within the meaning of
  the Securities Act, (ii) acquires the Exchange Securities in the ordinary course
  of such Holder's business, (iii) has no arrangements or understandings with
  any person to participate in the distribution of the Exchange Securities and
  (iv) is not prohibited by any law or policy of the Commission from participating
  in the Registered Exchange Offer) and (b) to trade such Exchange Securities
  from and after their receipt without any limitations or restrictions under the
  Securities Act and without material restrictions under the securities laws of
  the several states of the United States.

The Company, the Guarantor, the Initial Purchasers and each Exchanging Dealer
  (as defined below) acknowledge that, pursuant to current interpretations by
  the Commission's staff of Section 5 of the Securities Act, in the absence
  of an applicable exemption therefrom, (i) each Holder which is a broker-dealer
  electing to exchange Initial Securities, acquired for its own account as a result
  of market making activities or other trading activities, for Exchange Securities
  (an "Exchanging Dealer"), is required to deliver a prospectus
  containing the information substantially in the form set forth in (a) Annex
  A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures"
  section and the "Purpose of the Exchange Offer" section, and (c) Annex
  C hereto in the "Plan of Distribution" section of such prospectus
  in connection with a sale of any such Exchange Securities received by such Exchanging
  Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser
  that elects to sell Securities (as defined below) acquired in exchange for Initial
  Securities constituting any portion of an unsold allotment, is required to deliver
  a prospectus containing the information required by Items 507 or 508 of Regulation
  S-K under the Securities Act, as applicable, in connection with such sale.

"Transfer Restricted Securities" means each Security until
  (i) the date on which such Security has been exchanged by a person for
  a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following
  the exchange by a broker-dealer in the Registered Exchange Offer of an Initial
  Security for an Exchange Security, the date on which such Exchange Security
  is sold to a purchaser who receives from such broker-dealer on or prior to the
  date of such sale a copy of the prospectus contained in the Exchange Offer Registration
  Statement, (iii) the date on which such Security has been effectively registered
  under the Securities Act and disposed of in accordance with the Shelf Registration
  Statement as defined below or (iv) the date on which such Security is distributed
  to the public pursuant to Rule 144 under the Securities Act or is saleable
  pursuant to Rule 144(k) under the Securities Act.

In connection with the Registered Exchange Offer, the Company and the Guarantor
  shall:

(a)   mail to each Holder a copy of the prospectus forming part
  of the Exchange Offer Registration Statement, together with an appropriate letter
  of transmittal and related documents;

(b)   keep the Registered Exchange Offer open for not less than
  30 days (or longer, if required by applicable law) after the date notice
  thereof is mailed to the Holders;

(c)   utilize the services of a depositary for the Registered
  Exchange Offer with an address in the Borough of Manhattan, The City of New
  York, which may be the Trustee or an affiliate of the Trustee;

(d)   permit Holders to withdraw tendered Securities at any
  time prior to the close of business, New York time, on the last business day
  on which the Registered Exchange Offer shall remain open; and

(e)   otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer the
  Company and the Guarantor shall:

(x)    accept for exchange all the Securities validly tendered
  and not withdrawn pursuant to the Registered Exchange Offer;

(y)   deliver to the Trustee for cancellation all the Initial
  Securities so accepted for exchange; and

(z)   cause the Trustee to authenticate and deliver promptly
  to each Holder of the Initial Securities, Exchange Securities equal in principal
  amount to the Initial Securities of such Holder so accepted for exchange.

The Company and the Guarantor shall use their reasonable best efforts to keep
  the Exchange Offer Registration Statement effective and to amend and supplement
  the prospectus contained therein, in order to permit such prospectus to be lawfully
  delivered by all persons subject to the prospectus delivery requirements of
  the Securities Act for such period of time as such persons must comply with
  such requirements in order to resell the Exchange Securities; provided, however,
  that (i) in the case where such prospectus and any amendment or supplement thereto
  must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
  shall be the lesser of 90 days and the date on which all Exchanging Dealers
  and the Initial Purchasers have sold all Exchange Securities held by them (unless
  such period is extended pursuant to Section 3(j) below) and (ii) the Company
  and the Guarantor shall make such prospectus and any amendment or supplement
  thereto available to any broker-dealer upon request for use in connection with
  any resale of any Exchange Securities for a period of not less than 180 days
  after the consummation of the Registered Exchange Offer.

The Indenture will provide that the Exchange Securities will not be subject
  to the transfer restrictions set forth in the Indenture and that all the Securities
  will vote and consent together on all matters as one class and that none of
  the Securities will have the right to vote or consent as a class separate from
  one another on any matter.

Interest on each Exchange Security issued pursuant to the Registered Exchange
  Offer will accrue from the last interest payment date on which interest was
  paid on the Initial Securities surrendered in exchange therefor or, if no interest
  has been paid on the Initial Securities, from the date of original issue of
  the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required
  to represent to the Company and the Guarantor that at the time of the consummation
  of the Registered Exchange Offer (i) any Exchange Securities received by
  such Holder will be acquired in the ordinary course of business, (ii) such
  Holder will have no arrangements or understanding with any person to participate
  in the distribution of the Securities or the Exchange Securities within the
  meaning of the Securities Act, (iii) such Holder is not an "affiliate,"
  as defined in Rule 405 of the Securities Act, of the Company or the Guarantor
  or if it is an affiliate, such Holder will comply with the registration and
  prospectus delivery requirements of the Securities Act to the extent applicable,
  (iv) if such Holder is not a broker-dealer, that it is not engaged in,
  and does not intend to engage in, the distribution of the Exchange Securities
  and (v) if such Holder is a broker-dealer, that it will receive Exchange
  Securities for its own account in exchange for Initial Securities that were
  acquired as a result of market-making activities or other trading activities
  and that it will be required to acknowledge that it will deliver a prospectus
  in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company and the Guarantor
  will ensure that:

(i)   any Exchange Offer
  Registration Statement and any amendment thereto and any prospectus forming
  part thereof and any supplement thereto complies in all material respects with
  the Securities Act and the rules and regulations thereunder,

(ii)   any Exchange Offer
  Registration Statement and any amendment thereto does not, when it becomes effective,
  contain an untrue statement of a material fact or omit to state a material fact
  required to be stated therein or necessary to make the statements therein not
  misleading, and

(iii)   any prospectus forming
  part of any Exchange Offer Registration Statement, and any supplement to such
  prospectus, does not include an untrue statement of a material fact or omit
  to state a material fact required to be stated therein or necessary in order
  to make the statements therein, in the light of the circumstances under which
  they were made, not misleading.

2.   Shelf Registration. If (i) the Company and the Guarantor
  are not permitted to effect a Registered Exchange Offer, as contemplated by
  Section 1 hereof, because of any change in law or in applicable interpretations
  thereof by the staff of the Commission, (ii) the Registered Exchange Offer
  is not consummated by the 280th day after the Closing Date, (iii) any Initial
  Purchaser so requests with respect to the Initial Securities not eligible to
  be exchanged for Exchange Securities in the Registered Exchange Offer and held
  by it following consummation of the Registered Exchange Offer, or (iv) the
  Company and the Guarantor so elect, the Company and the Guarantor shall take
  the following actions (the date on which any of the conditions described in
  the foregoing clauses (i) through (iv) occur, including in the case of
  clause (iii) the receipt of the required notice, being a "Trigger
  Date"):

(a)   The Company and the Guarantor shall use their reasonable
  best efforts to file as promptly as practicable (but in no event more than 90 days
  after the Trigger Date (such 90th day being a "Filing Deadline"))
  with the Commission and thereafter use their reasonable best efforts to cause
  to be declared effective no later than 180 days after the Trigger Date (such
  180th day being an "Effectiveness Deadline") a registration
  statement (the "Shelf Registration Statement" and, together
  with the Exchange Offer Registration Statement, a "Registration
  Statement") on an appropriate form under the Securities Act relating
  to the offer and sale of the Transfer Restricted Securities by the Holders thereof
  from time to time in accordance with the methods of distribution set forth in
  the Shelf Registration Statement and Rule 415 under the Securities Act
  (hereinafter, the "Shelf Registration"); provided, however,
  that no Holder (other than an Initial Purchaser) shall be entitled to have the
  Securities held by it covered by such Shelf Registration Statement unless such
  Holder agrees in writing to be bound by all the provisions of this Agreement
  applicable to such Holder.

(b)   The Company and the Guarantor shall use their reasonable
  best efforts to keep the Shelf Registration Statement continuously effective
  in order to permit the prospectus forming a part thereof to be lawfully delivered
  by the Holders of the relevant Securities, for a period ending on the earlier
  of (i) two years from the Closing Date or (ii) such shorter period
  that will terminate when all the Securities covered by the Shelf Registration
  Statement (A) have been sold pursuant thereto or (B) are no longer restricted
  securities (as defined in Rule 144 under the Securities Act, or any successor
  rule thereof).

(c)   Notwithstanding any other provisions of this Agreement
  to the contrary, the Company and the Guarantor shall cause the Shelf Registration
  Statement and the related prospectus and any amendment or supplement thereto,
  as of the effective date of the Shelf Registration Statement, amendment or supplement,
  (i) to comply in all material respects with the applicable requirements of the
  Securities Act and the rules and regulations of the Commission and (ii) in each
  case, other than with respect to information included therein in reliance upon
  or in conformity with information furnished to the Company and the Guarantor
  by or on behalf of any Holder specifically for use therein ("Holders'
  Information"), not to contain any untrue statement of a material fact
  or omit to state a material fact required to be stated therein or necessary
  in order to make the statements therein, in light of the circumstances under
  which they were made, not misleading.

3.   Registration Procedures. In connection with any
  Shelf Registration contemplated by Section 2 hereof and, to the extent
  applicable, any Registered Exchange Offer contemplated by Section 1 hereof,
  the following provisions shall apply:

(a)   The Company and the Guarantor shall (i) furnish to
  each Initial Purchaser, prior to the filing thereof with the Commission, a copy
  of the Registration Statement and each amendment thereof and each supplement,
  if any, to the prospectus included therein and, in the event that an Initial
  Purchaser (with respect to any portion of an unsold allotment from the original
  offering) is participating in the Registered Exchange Offer or the Shelf Registration
  Statement, the Company and the Guarantor shall use their reasonable best efforts
  to reflect in each such document, when so filed with the Commission, such comments
  as such Initial Purchaser reasonably may propose; (ii) include the information
  substantially in the form set forth in Annex A hereto on the cover, in
  Annex B hereto in the "Exchange Offer Procedures" section and the
  "Purpose of the Exchange Offer" section and in Annex C hereto in the
  "Plan of Distribution" section of the prospectus forming a part of
  the Exchange Offer Registration Statement (including any such changes, reasonably
  acceptable to the Initial Purchasers, the Company and the Guarantor, necessary
  to reflect any changes in the positions taken or policies made by the staff
  of the Commission with respect to the potential "underwriter" status
  of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
  under the Securities Exchange Act of 1934, as amended (the "Exchange
  Act")) of Exchange Securities received by such broker-dealer in the
  Registered Exchange Offer (a "Participating Broker-Dealer"),
  whether such positions or policies have been publicly disseminated by the staff
  of the Commission or such positions or policies, in the reasonable judgment
  of the Initial Purchasers based upon advice of counsel (which may be in-house
  counsel), represent the prevailing views of the staff of the Commission) and
  include the information set forth in Annex D hereto in the Letter of Transmittal
  delivered pursuant to the Registered Exchange Offer; (iii) if requested
  by an Initial Purchaser, include the information required by Items 507 or 508
  of Regulation S-K under the Securities Act, as applicable, in the prospectus
  forming a part of the Exchange Offer Registration Statement; and (iv) in the
  case of a Shelf Registration Statement, include the names of the Holders who
  propose to sell Securities pursuant to the Shelf Registration Statement as selling
  securityholders.

(b)   The Company and the Guarantor shall give written notice
  to the Initial Purchasers, the Holders of the Securities, if applicable, and
  any Participating Broker-Dealer from whom the Company and the Guarantor have
  received prior written notice that it will be a Participating Broker-Dealer
  in the Registered Exchange Offer (which notice pursuant to clauses (ii) through
  (v) of this Section 3(b) shall be accompanied by an instruction to suspend the
  use of the prospectus until the requisite changes have been made):

(i)   when the Registration
  Statement or any amendment thereto has been filed with the Commission and when
  the Registration Statement or any post-effective amendment thereto has become
  effective;

(ii)   of any request by
  the Commission for amendments or supplements to the Registration Statement or
  the prospectus included therein or for additional information;

(iii)   of the issuance
  by the Commission of any stop order suspending the effectiveness of the Registration
  Statement or the initiation of any proceedings for that purpose;

(iv)   of the receipt by
  the Company or the Guarantor of any notification with respect to the suspension
  of the qualification of the Securities for sale in any jurisdiction or the initiation
  or threatening of any proceeding for such purpose; and

(v)   of the happening of
  any event that requires the Company or the Guarantor to make changes in the
  Registration Statement or the prospectus in order that the Registration Statement
  or the prospectus do not contain an untrue statement of a material fact nor
  omit to state a material fact required to be stated therein or necessary to
  make the statements therein (in the case of the prospectus, in light of the
  circumstances under which they were made) not misleading.

(c)   The Company and the Guarantor shall make every reasonable
  effort to obtain the withdrawal at the earliest possible time of any order suspending
  the effectiveness of the Registration Statement.

(d)   Upon the written request of any Holder, the Company and
  the Guarantor shall furnish to such Holder of Securities included within the
  coverage of the Shelf Registration, without charge, at least one conformed copy
  of the Shelf Registration Statement and any post-effective amendment thereto,
  including financial statements and schedules, and, if any such Holder specifies
  in such request, all exhibits thereto (including those, if any, incorporated
  by reference).

(e)   The Company and the Guarantor shall deliver to each Exchanging
  Dealer and each Initial Purchaser, and to any other Holder who so requests,
  without charge, at least one conformed copy of the Exchange Offer Registration
  Statement and any post-effective amendment thereto, including financial statements
  and schedules, and, if any Initial Purchaser or any such Holder requests in
  writing, all exhibits thereto (including those incorporated by reference).

(f)   The Company and the Guarantor shall, during the Shelf
  Registration Period, deliver to each Holder of Securities included within the
  coverage of the Shelf Registration, without charge, as many copies of the prospectus
  (including each preliminary prospectus) included in the Shelf Registration Statement
  and any amendment or supplement thereto as such person may reasonably request.
  The Company and the Guarantor consent, subject to the provisions of this Agreement,
  to the use of the prospectus or any amendment or supplement thereto by each
  of the selling Holders of the Securities in connection with the offering and
  sale of the Securities covered by the prospectus, or any amendment or supplement
  thereto, forming a part of the Shelf Registration Statement.

(g)   The Company and the Guarantor shall deliver to each Initial
  Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other
  persons required to deliver a prospectus following the Registered Exchange Offer,
  without charge, as many copies of the final prospectus included in the Exchange
  Offer Registration Statement and any amendment or supplement thereto as such
  persons may reasonably request. The Company and the Guarantor consent, subject
  to the provisions of this Agreement, to the use of the prospectus or any amendment
  or supplement thereto by any Initial Purchaser, if necessary, any Participating
  Broker-Dealer and such other persons required to deliver a prospectus following
  the Registered Exchange Offer in connection with the offering and sale of the
  Exchange Securities covered by the prospectus, or any amendment or supplement
  thereto, included in such Exchange Offer Registration Statement.

(h)   Prior to the effective date of any Registration Statement,
  the Company and the Guarantor will use their reasonable best efforts to register
  or qualify or cooperate with the Holders of the Securities included therein
  and their respective counsel in connection with the registration or qualification
  of the Securities for offer and sale under the securities or "blue sky"
  laws of such states of the United States as any Holder of the Securities reasonably
  requests in writing and do any and all other acts or things necessary or advisable
  to enable the offer and sale in such jurisdictions of the Securities covered
  by such Registration Statement; provided, however, that neither the Company
  nor the Guarantor shall be required to qualify to do business as a foreign corporation
  or as a securities dealer or to file a general consent to service of process
  or to file annual reports or to comply with any other requirements deemed by
  the Company or the Guarantor to be unduly burdensome.

(i)   The Company and the Guarantor shall cooperate with the
  Holders of the Securities to facilitate the timely preparation and delivery
  of certificates representing the Securities to be sold pursuant to any Registration
  Statement free of any restrictive legends and in such denominations and registered
  in such names as the Holders may request in writing a reasonable period of time
  prior to sales of the Securities pursuant to such Registration Statement.

(j)   Upon the occurrence of any event contemplated by paragraphs
  (ii) through (v) of Section 3(b) above during the period for which
  the Company and the Guarantor are required to maintain an effective Registration
  Statement, the Company and the Guarantor shall promptly prepare and file a post-effective
  amendment to the Registration Statement or a supplement to the related prospectus
  and any other required document so that, as thereafter delivered to Holders
  of the Securities or purchasers of Securities, the prospectus will not contain
  an untrue statement of a material fact or omit to state any material fact required
  to be stated therein or necessary to make the statements therein, in light of
  the circumstances under which they were made, not misleading.

(k)   In the case of a Shelf Registration Statement, each Holder
  of Securities to be registered pursuant thereto agrees by acquisition of such
  Securities that, upon receipt of any notice from the Company and the Guarantor
  pursuant to paragraphs (ii) through (v) of Section 3(b) above, such Holder will
  discontinue disposition of such Securities until such Holder's receipt of copies
  of the supplemental or amended prospectus contemplated by Section 3(j) or until
  advised in writing (the "Advice") by the Company or the Guarantor
  that the use of the applicable prospectus may be resumed. If the Company or
  the Guarantor shall give any notice under paragraphs (ii) through (v) of Section
  3(b) above, during the period that the Company and the Guarantor are required
  to maintain an effective Registration Statement (the "Effectiveness
  Period"), such Effectiveness Period shall be extended by the number
  of days during such period from and including the date of the giving of such
  notice to and including the date when each seller of Securities covered by such
  Registration Statement shall have received (x) the copies of the supplemental
  or amended prospectus contemplated by Section 3(j) (if an amended or supplemental
  prospectus is required) or (y) the Advice (if no amended or supplemental prospectus
  is required).

(l)   Not later than the effective date of the applicable Registration
  Statement, the Company or the Guarantor will provide a CUSIP number for the
  Initial Securities or the Exchange Securities, as the case may be, and provide
  the Trustee with printed certificates for the Initial Securities or the Exchange
  Securities, as the case may be, in a form eligible for deposit with The Depository
  Trust Company.

(m)   The Company and the Guarantor will comply with all rules
  and regulations of the Commission to the extent and so long as they are applicable
  to the Registered Exchange Offer or the Shelf Registration and will make generally
  available to the Guarantor's security holders (or otherwise provide in accordance
  with Section 11(a) of the Securities Act) an earnings statement satisfying
  the provisions of Section 11(a) of the Securities Act, no later than 45 days
  after the end of a 12-month period (or 90 days, if such period is a fiscal
  year) beginning with the first month of the Guarantor's first fiscal quarter
  commencing after the effective date of the Registration Statement, which statement
  shall cover such 12-month period.

(n)   The Company and the Guarantor shall cause the Indenture
  to be qualified under the Trust Indenture Act of 1939, as amended, as required
  by applicable law.

(o)   The Company and the Guarantor may require each Holder
  of Securities to be sold pursuant to the Shelf Registration Statement to furnish
  to the Company and the Guarantor such information regarding the Holder and the
  distribution of the Securities as the Company and the Guarantor may from time
  to time reasonably require for inclusion in the Shelf Registration Statement,
  and the Company and the Guarantor may exclude from such registration the Securities
  of any Holder that fails to furnish such information within a reasonable time
  after receiving such request.

(p)   In the case of a Shelf Registration Statement, the Company
  and the Guarantor shall enter into such customary agreements (including, if
  requested, an underwriting agreement in customary form) and take all such other
  action, if any, as Holders of a majority in aggregate principal amount of the
  Securities being sold or the managing underwriters (if any) shall reasonably
  request in order to facilitate any disposition of Securities pursuant to such
  Shelf Registration Statement.

(q)   In the case of any Shelf Registration, the Company and
  the Guarantor shall (i) make reasonably available for inspection by a representative
  of the Holders of a majority in aggregate principal amount of the Securities
  registered pursuant thereto, one firm of legal counsel retained by the Holders
  of the Securities, any managing underwriter participating in any disposition
  pursuant to the Shelf Registration Statement and one firm of legal counsel retained
  by such underwriter all relevant financial and other records, pertinent corporate
  documents and properties of the Company and the Guarantor and (ii) use
  their reasonable best efforts to cause the Guarantor's officers, directors,
  employees, accountants and auditors to supply all relevant information reasonably
  requested by such Holders of Securities or any such underwriter, attorney or
  agent in connection with the Shelf Registration Statement, in each case, as
  shall be reasonably necessary to enable such persons, to conduct a reasonable
  investigation within the meaning of Section 11 of the Securities Act; provided,
  however, that the foregoing inspection and information gathering shall be
  coordinated on behalf of the Initial Purchasers by you and on behalf of the
  other parties, by one counsel designated by and on behalf of such other parties
  as described in Section 4 hereof.

(r)   In the case of any Shelf Registration, the Company and
  the Guarantor, if requested by the Holders of a majority in aggregate principal
  amount of the Securities registered pursuant thereto, their counsel or any managing
  underwriting in connection with such Shelf Registration, shall use their reasonable
  best efforts to cause (i) their counsel to deliver an opinion and updates
  thereof relating to the Securities in customary form addressed to such Holders
  and the managing underwriters, if any, thereof and dated, in the case of the
  initial opinion, the effective date of such Shelf Registration Statement with
  such changes as are customary in connection with the preparation of a Shelf
  Registration Statement; (ii) their officers to execute and deliver all
  customary documents and certificates and updates thereof requested by any underwriters
  of the applicable Securities and (iii) their independent public accountants
  and the independent public accountants with respect to any other entity for
  which financial information is provided in the Shelf Registration Statement
  to provide to the selling Holders of the applicable Securities and any underwriter
  therefor a comfort letter in customary form and covering matters of the type
  customarily covered in comfort letters in connection with primary underwritten
  offerings, subject to receipt of appropriate documentation as contemplated,
  and only if permitted, by Statement of Auditing Standards No. 72.

4.   Registration Expenses. (a) All expenses incident
  to the Company and the Guarantor's performance of and compliance with this Agreement
  will be borne by the Company and the Guarantor, regardless of whether a Registration
  Statement is ever filed or becomes effective, including without limitation;

(i)   all registration and
  filing fees and expenses;

(ii)   all fees and expenses
  of compliance with federal securities and state "blue sky" or securities
  laws;

(iii)   all expenses of
  printing (including printing certificates for the Securities to be issued in
  the Registered Exchange Offer and printing of Prospectuses), messenger and delivery
  services and telephone;

(iv)   all fees and disbursements
  of counsel for the Company and the Guarantor;

(v)   all application and
  filing fees in connection with listing the Exchange Securities on a national
  securities exchange or automated quotation system pursuant to the requirements
  hereof; and

(vi)   all fees and disbursements
  of independent certified public accountants of the Company and the Guarantor
  (including the expenses of any special audit and comfort letters required by
  or incident to such performance).

The Company and the Guarantor will bear their internal expenses (including,
  without limitation, all salaries and expenses of their officers and employees
  performing legal or accounting duties), the expenses of any annual audit and
  the fees and expenses of any person, including special experts, retained by
  the Company and the Guarantor.

(b)   In connection with any Registration Statement required
  by this Agreement, the Company and the Guarantor will reimburse the Initial
  Purchasers and the Holders of Transfer Restricted Securities who are tendering
  Initial Securities in the Registered Exchange Offer and/or selling or reselling
  Securities pursuant to the "Plan of Distribution" contained in the
  Exchange Offer Registration Statement or the Shelf Registration Statement, as
  applicable, for the reasonable fees and disbursements of not more than one counsel,
  who shall be Sullivan & Cromwell LLP unless another firm reasonably acceptable
  to the Company and the Guarantor shall be chosen by the Holders of a majority
  in principal amount of the Transfer Restricted Securities for whose benefit
  such Registration Statement is being prepared.

5.   Indemnification. (a) In the event of a Shelf Registration
  Statement or in connection with any prospectus delivery pursuant to an Exchange
  Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
  applicable, the Company and the Guarantor shall indemnify and hold harmless
  each Holder (including, without limitation, any such Initial Purchaser or Exchanging
  Dealer) and each person, if any, who controls such Holder within the meaning
  of Section 15 of the Securities Act (collectively referred to for purposes
  of this Section 5 as a Holder) against any and all loss, expense, claim, damage
  or liability to which, jointly or severally, such Holder or such controlling
  person may become subject, under the Securities Act or otherwise, insofar as
  such loss, expense, claim, damage or liability (or actions in respect thereof)
  arises out of or is based upon any untrue statement or alleged untrue statement
  of any material fact contained in such Registration Statement or any prospectus
  forming a part thereof or any amendment or supplement to any thereof, or arises
  out of or is based upon the omission or alleged omission to state therein any
  material fact required to be stated therein or necessary to make the statements
  therein not misleading; and, except as hereinafter in this Section provided,
  the Company and the Guarantor agree to reimburse each Holder and each person
  who controls any Holder as aforesaid for any reasonable legal or other expenses
  as incurred by such Holder or such controlling person in connection with investigating
  or defending any such loss, expense, claim, damage or liability; provided,
  however, that the Company and the Guarantor shall not be liable in any
  such case to the extent that any such loss, expense, claim, damage or liability
  arises out of or is based on an untrue statement or alleged untrue statement
  or omission or alleged omission made in any such document in reliance upon,
  and in conformity with, any Holders' Information furnished to the Company and
  the Guarantor by or through any such Holder expressly for use in any such document;
  and provided further, that the foregoing indemnity agreement with respect
  to any preliminary prospectus shall not inure to the benefit of any Holder from
  whom the person asserting any such losses, expenses, claims, damages or liabilities
  purchased Securities, or any person controlling such Holder, if a copy of the
  prospectus (as then amended or supplemented if the Company and the Guarantor
  shall have furnished any amendments or supplements thereto) was not sent or
  given by or on behalf of such Holder to such person, at or prior to the written
  conformation of the sale of the Securities to such person, and if the prospectus
  (as so amended or supplemented) would have cured the defect giving rise to such
  losses, claims, damages or liabilities, unless such failure is the result of
  noncompliance by the Company and the Guarantor with Section 5(a) hereof.

(b)   In the event of a Shelf Registration Statement, each Holder
  shall indemnify and hold harmless the Company and the Guarantor, their affiliates,
  their respective officers, directors, members, managers, employees, representatives
  and agents, and each person, if any, who controls the Company or the Guarantor
  within the meaning of Section 15 of the Securities Act (collectively referred
  to for purposes of this Section 5(b) as the Company and the Guarantor), from
  and against any loss, expense, claim, damage or liability to which it or they
  may become subject, under the Securities Act or otherwise, insofar as such loss,
  expense, claim, damage or liability (or actions in respect thereof) arises out
  of or is based on any untrue statement or alleged untrue statement of any material
  fact contained in Shelf Registration Statement or in any prospectus forming
  a part thereof or any amendment or supplement to any thereof, or arises out
  of or is based upon the omission or alleged omission to state therein any material
  fact required to be stated therein or necessary to make the statements therein
  not misleading, in each case to the extent, and only to the extent, that such
  untrue statement or alleged untrue statement or omission was made in any such
  documents in reliance upon, and in conformity with, any Holders' Information
  furnished to the Company and the Guarantor by or through any Holder expressly
  for use in any such document; and, except as hereinafter in this Section provided,
  each Holder agrees to reimburse the Company and the Guarantor, their officers
  and directors, and each of them, and each person, if any, who controls the Company
  or the Guarantor within the meaning of Section 15 of the Securities Act,
  for any reasonable legal or other expenses incurred by it or them in connection
  with investigating or defending any such loss, expense, claim, damage or liability;
  provided, however, that no such Holder shall be liable for any indemnity
  claims hereunder in excess of the amount of net proceeds received by such Holder
  from the sale of Securities pursuant to such Shelf Registration Statement.

(c)   Upon receipt of notice of the commencement of any action
  against an indemnified party, the indemnified party shall, with reasonable promptness,
  if a claim in respect thereof is to be made against an indemnifying party under
  its agreement contained in this Section 5, notify such indemnifying party
  in writing of the commencement thereof; but the omission so to notify an indemnifying
  party shall not relieve it from any liability which it may have to the indemnifying
  party otherwise than under its agreement contained in this Section 5. In
  the case of any such notice to an indemnifying party, it shall be entitled to
  participate at its own expense in the defense, or if it so elects, to assume
  the defense, of any such action, but if it elects to assume the defense, such
  defense shall be conducted by counsel chosen by it and satisfactory to the indemnified
  party and to any other indemnifying party, defendant in the suit. In the event
  that any indemnifying party elects to assume the defense of any such action
  and retain such counsel, the indemnified party shall bear the fees and expenses
  of any additional counsel retained by it. No indemnifying party shall be liable
  in the event of any settlement of any such action effected without its consent
  except as provided in Section 5(e) hereof. Each indemnified party agrees
  promptly to notify each indemnifying party of the commencement of any litigation
  or proceedings against it in connection with the issue and sale of the Securities.

(d)   If any Holder or person entitled to indemnification by
  the terms of subsection (a) of this Section 5 shall have given notice
  to the Company and the Guarantor of a claim in respect thereof pursuant to Section 5(c)
  hereunder, and if such claim for indemnification is thereafter held by a court
  to be unavailable or insufficient for any reason other than by reason of the
  terms of this Section 5 or if such claim is unavailable under controlling
  precedent, such Holder or person shall be entitled to contribution from the
  Company and the Guarantor to liabilities and expenses, except to the extent
  that contribution is not permitted under Section 11(f) of the Securities Act.
  In determining the amount of contribution to which such Holder or person is
  entitled, there shall be considered the relative benefits received by such Holder
  or person and the Company and the Guarantor from the offering of the Securities
  that were the subject of the claim for indemnification (taking into account
  the portion of the proceeds of the offering realized by the Holder under such
  Shelf Registration and by the Company and the Guarantor in the initial offering),
  the Holder's or person's relative knowledge and access to information concerning
  the matter with respect to which the claim was asserted, the opportunity to
  correct and prevent any statement or omission, and any other equitable considerations
  appropriate under the circumstances. The parties hereto agree that it would
  not be equitable if the amount of such contribution were determined by pro rata
  or per capita allocation (even if the Holders were treated as one entity for
  such purpose). Notwithstanding the provisions of this Section 5(d), an indemnifying
  party that is a Holder of Securities shall not be required to contribute any
  amount in excess of the amount by which the total price at which the Securities
  sold by such indemnifying party to any purchaser exceeds the amount of any damages
  which such indemnifying party has otherwise paid or become liable to pay by
  reason of any untrue or alleged untrue statement or omission or alleged omission.

(e)   No indemnifying party shall, without the prior written
  consent of the indemnified parties, settle or compromise or consent to the entry
  of any judgment with respect to any litigation, or any investigation or proceeding
  by any governmental agency or body, commenced or threatened, or any claim whatsoever
  in respect of which indemnification or contribution could be sought under this
  Section 5 (whether or not the indemnified parties are actual or potential
  parties thereto), unless such settlement, compromise or consent (i) includes
  an unconditional release of each indemnified party and all liability arising
  out of such litigation, investigation, proceeding or claim, and (ii) does
  not include a statement as to or an admission of fault, culpability or the failure
  to act by or on behalf of any indemnified party.

(f)   The indemnity and contribution provided for in this Section
  5 shall remain operative and in full force and effect regardless of (i) any
  investigation made by or on behalf of any Holder or any person controlling any
  Holder, the Company, the Guarantor or their respective directors or officers
  and (ii) any termination of this Agreement.

6.   Additional Interest Under Certain Circumstances.
  (a)  Additional interest (the "Additional Interest")
  with respect to the Securities shall be assessed as follows if any of the following
  events occur (each such event in clauses (i) through (iv) below being herein
  called a "Registration Default"):

(i)   any Registration Statement
  required by this Agreement is not filed with the Commission on or prior to the
  applicable Filing Deadline;

(ii)   any Registration
  Statement required by this Agreement is not declared effective by the Commission
  on or prior to the applicable Effectiveness Deadline;

(iii)   the Registered
  Exchange Offer has not been consummated on or prior to the Consummation Deadline;
  or

(iv)   any Registration
  Statement required by this Agreement has been declared effective by the Commission
  but (A) such Registration Statement thereafter ceases to be effective,
  without being succeeded within 90 days by an additional Registration Statement
  filed and declared effective or (B) such Registration Statement or the
  related prospectus ceases to be usable for a period of more than 90 days in
  connection with resales of Transfer Restricted Securities during the periods
  specified herein because either (1) any event occurs as a result of which
  the related prospectus forming part of such Registration Statement would include
  any untrue statement of a material fact or omit to state any material fact necessary
  to make the statements therein in the light of the circumstances under which
  they were made not misleading, or (2) it shall be necessary to amend such
  Registration Statement or supplement the related prospectus, to comply with
  the Securities Act or the Exchange Act or the respective rules thereunder.

Additional Interest shall accrue on the Securities over and above the interest
  set forth in the title of the Securities from and including the date on which
  any such Registration Default shall occur to but excluding the date on which
  all such Registration Defaults have been cured, at a rate of 0.25% per annum
  (the "Additional Interest Rate") during the 90-day period immediately
  following the occurrence of such Registration Default and shall increase by
  0.25% per annum at the end of each subsequent 90-day period, but in no event
  shall the Additional Interest Rate exceed 0.50% per annum.

Notwithstanding anything to the contrary in this Section, the Company and the
  Guarantor shall not be required to pay additional interest to a Holder of Transfer
  Restricted Securities if such Holder failed to comply with its obligations to
  make the representations set forth in the second to last paragraph of Section 1
  or failed to provide the information required to be provided by it, if any,
  pursuant to Section 3(o).

Following the cure of all Registration Defaults, the accrual of Additional
  Interest shall cease.

(b)   A Registration Default referred to in Section 6(a)(iv)
  hereof shall be deemed not to have occurred and be continuing in relation to
  a Shelf Registration Statement or the related prospectus if (i) such Registration
  Default has occurred solely as a result of (x) the filing of a post-effective
  amendment to such Shelf Registration Statement to incorporate annual audited
  financial information with respect to the Company and the Guarantor where such
  post-effective amendment is not yet effective and needs to be declared effective
  to permit Holders to use the related prospectus or (y) other material events,
  with respect to the Company and the Guarantor that would need to be described
  in such Shelf Registration Statement or the related prospectus (which could
  include description in a report filed under the Exchange Act and incorporated
  by reference in such Shelf Registration Statement) and (ii) in the case of clause
  (y), the Company and the Guarantor is proceeding promptly and in good faith
  to amend or supplement such Shelf Registration Statement and/or related prospectus
  to describe such events; provided, however, that in any case if such
  Registration Default occurs for a continuous period in excess of 90 days,
  Additional Interest shall be payable in accordance with the above paragraph
  from the day such Registration Default occurs until such Registration Default
  is cured.

(c)   Any amounts of Additional Interest due pursuant to Section 6(a)
  will be payable in cash on the regular interest payment dates with respect to
  the Securities in the same manner and to the same persons as regular interest
  payments. The amount of Additional Interest will be determined by multiplying
  the applicable Additional Interest Rate by the principal amount of the Securities
  and further multiplied by a fraction, the numerator of which is the number of days
  such Additional Interest Rate was applicable during such period (determined
  on the basis of a 360-day year comprised of twelve 30-day months), and the denominator
  of which is 360.

7.   Rules 144 and 144A. The Company and the Guarantor
  shall use their reasonable best efforts to file the reports required to be filed
  by it under the Securities Act and the Exchange Act in a timely manner and,
  if at any time the Company or the Guarantor is not required to file such reports,
  it will, upon the written request of any Holder of Transfer Restricted Securities,
  make publicly available other information so long as necessary to permit sales
  of such Holder's Securities pursuant to Rules 144 and 144A. The Company
  and the Guarantor covenant that they will take such further action as any Holder
  of Securities may reasonably request, all to the extent required from time to
  time to enable such Holder to sell Transfer Restricted Securities without registration
  under the Securities Act within the limitation of the exemptions provided by
  Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).
  Upon the written request of any Holder of Initial Securities, the Company and
  the Guarantor shall deliver to such Holder a written statement as to whether
  they have complied with such requirements. The Company and the Guarantor will
  provide a copy of this Agreement to prospective purchasers of Initial Securities
  identified to the Company and the Guarantor by the Initial Purchasers upon request.
  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed
  to require the Company and the Guarantor to register any of their securities
  pursuant to the Exchange Act.

8.   Underwritten Registrations. If any of the Transfer
  Restricted Securities covered by any Shelf Registration are to be sold in an
  underwritten offering, the investment banker or investment bankers and manager
  or managers that will administer the offering ("Managing Underwriters")
  will be selected by the Holders of a majority in aggregate principal amount
  of such Transfer Restricted Securities to be included in such offering, subject
  to the consent of the Company and the Guarantor (which consent shall not be
  unreasonably withheld) and such Holders shall be responsible for all underwriting
  commissions and discounts in connection therewith.

No person may participate in any underwritten registration hereunder unless
  such person (i) agrees to sell such person's Transfer Restricted Securities
  on the basis reasonably provided in any underwriting arrangements approved by
  the persons entitled hereunder to approve such arrangements and (ii) completes
  and executes all questionnaires, powers of attorney, indemnities, underwriting
  agreements and other documents reasonably required under the terms of such underwriting
  arrangements.

9.   Miscellaneous.

(a)   Remedies. The Company and the Guarantor acknowledge
  and agree that any failure by the Company or the Guarantor to comply with its
  obligations under Section 1 and 2 hereof may result in material irreparable
  injury to the Initial Purchasers or the Holders for which there is no adequate
  remedy at law, that it will not be possible to measure damages for such injuries
  precisely and that, in the event of any such failure, the Initial Purchasers
  or any Holder may obtain such relief as may be required to specifically enforce
  the Company's or the Guarantor's obligations under Sections 1 and 2 hereof.
  The Company and the Guarantor further agree to waive the defense in any action
  for specific performance that a remedy at law would be adequate.

(b)   No Inconsistent Agreements. The Company and the
  Guarantor will not on or after the date of this Agreement enter into any agreement
  with respect to their securities that is inconsistent with the rights granted
  to the Holders in this Agreement or otherwise conflicts with the provisions
  hereof. The rights granted to the Holders hereunder do not in any way conflict
  with and are not inconsistent with the rights granted to the holders of the
  Company's and the Guarantor's securities under any agreement in effect on the
  date hereof.

(c)   Amendments and Waivers. The provisions of this
  Agreement may not be amended, modified or supplemented, and waivers or consents
  to departures from the provisions hereof may not be given, except by the Company
  and the Guarantor and the written consent of the Holders of a majority in principal
  amount of the Securities affected by such amendment, modification, supplement,
  waiver or consents. Notwithstanding the foregoing, a waiver or consent to depart
  from the provisions hereof with respect to a matter that relates exclusively
  to the rights of Holders whose Securities are being sold pursuant to a Registration
  Statement and that does not directly or indirectly affect the rights of other
  Holders may be given by Holders of a majority in aggregate principal amount
  of the Securities being sold by such Holders pursuant to such Registration Statement.

(d)   Notices. All notices and other communications provided
  for or permitted hereunder shall be made in writing by hand delivery, first-class
  mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)   if to a Holder of the Securities, at the most current
  address given by such Holder to the Company and the Guarantor.

(2)   if to the Initial Purchasers:

Wachovia Capital Markets, LLC
  One Wachovia Center
  301 South College Street, TW-7
  Charlotte, North Carolina 28288
  Fax No.: (704) 383-0661
  Attention: James T. Williams, Jr.

with a copy to:

Sullivan & Cromwell LLP
  125 Broad Street
  New York, NY 10004
  Fax No: (212) 558-3588
  Attention: Robert W. Downes

(3)   if to the Company and the Guarantor, at their address
  as follows:

PPL Capital Funding, Inc.
  Two North Ninth Street
  Allentown, PA 18101
  Fax No.: (610) 774-5106
  Attention: Treasurer

with a copy to:

PPL Services Corporation
  Two North Ninth Street
  Allentown, PA 18101
  Fax No.: (610) 774-6726
  Attention: Thomas D. Salus

and a copy to:

Simpson Thacher & Bartlett LLP 
  425 Lexington Avenue 
  New York, NY  10017-3954 
  Fax No.: (212) 455-2502
  Attention: Vincent Pagano

All such notices and communications shall be deemed to have been duly given
  at the time delivered by hand, if personally delivered; five business days
  after being deposited in the mail, postage prepaid, if mailed; when receipt
  is acknowledged by recipient's facsimile machine operator, if sent by facsimile
  transmission; and on the day delivered, if sent by overnight air courier
  guaranteeing next day delivery.

(e)   Successors and Assigns. This Agreement shall be
  binding upon the Company and the Guarantor and their successors and assigns.

(f)   Counterparts. This Agreement may be executed in
  any number of counterparts and by the parties hereto in separate counterparts,
  each of which when so executed shall be deemed to be an original and all of
  which taken together shall constitute one and the same agreement.

(g)   Headings. The headings in this Agreement are for
  convenience of reference only and shall not limit or otherwise affect the meaning
  hereof.

(h)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED
  BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
  YORK.

(i)   Severability. If any one or more of the provisions
  contained herein, or the application thereof in any circumstance, is held invalid,
  illegal or unenforceable, the validity, legality and enforceability of any such
  provision in every other respect and of the remaining provisions contained herein
  shall not be affected or impaired thereby.

If the foregoing is in accordance with your understanding of our agreement,
  please sign and return to the Company and the Guarantor a counterpart hereof,
  whereupon this instrument, along with all counterparts, will become a binding
  agreement among the several Initial Purchasers and the Company and the Guarantor
  in accordance with its terms.



| | Very truly yours,
      PPL CAPITAL FUNDING, INC.
      By:          Name:
                 Title:
      PPL CORPORATION
      By:          Name:
                 Title:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                          



The foregoing Registration 
  Rights Agreement is hereby confirmed
  and accepted as of the date first above written.

WACHOVIA CAPITAL MARKETS, LLC
  BANC ONE CAPITAL MARKETS, INC.
  J.P. MORGAN SECURITIES INC.
  Acting severally on behalf of themselves and
        as Representatives of the several Initial
  Purchasers

WACHOVIA CAPITAL MARKETS, LLC

By: _________________________
          Name: 
          Title:

BANC ONE CAPITAL MARKETS, INC.

By: _________________________
          Name: 
          Title:

J.P. MORGAN SECURITIES INC.

By: ________________________
          Name: 
          Title:





ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant
  to the Exchange Offer must acknowledge that it will deliver a prospectus in
  connection with any resale of such Exchange Securities. The Letter of Transmittal
  states that by so acknowledging and by delivering a prospectus, a broker-dealer
  will not be deemed to admit that it is an "underwriter" within the
  meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
  from time to time, may be used by a broker-dealer in connection with resales
  of Exchange Securities received in exchange for Initial Securities where such
  Initial Securities were acquired by such broker-dealer as a result of market-making
  activities or other trading activities. The Company and the Guarantor has agreed
  that, for a period of 90 days after the consummation of Registered Exchange
  Offer, it will make this Prospectus available to any broker-dealer after for
  use in connection with any such resale. See "Plan of Distribution."

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in
  exchange for Initial Securities, where such Initial Securities were acquired
  by such broker-dealer as a result of market-making activities or other trading
  activities, must acknowledge that it will deliver a prospectus in connection
  with any resale of such Exchange Securities. See "Plan of Distribution."

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant
  to the Exchange Offer must acknowledge that it will deliver a prospectus in
  connection with any resale of such Exchange Securities. This Prospectus, as
  it may be amended or supplemented from time to time, may be used by a broker-dealer
  in connection with resales of Exchange Securities received in exchange for Initial
  Securities where such Initial Securities were acquired as a result of market-making
  activities or other trading activities. The Company and the Guarantor have agreed
  that, for a period of 180 days after the consummation of a Registered Exchange
  Offer, they will make this prospectus, as amended or supplemented, available
  to any broker-dealer for use in connection with any such resale. In addition,
  until , 200__, all dealers effecting transactions in the Exchange Securities
  may be required to deliver a prospectus. (1)

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

____________________________________

(1) In addition, the legend required by Item 502(e) of Regulation S-K
  will appear on the back cover page of the Exchange Offer prospectus.



For a period of 180 days after the consummation of a Registered Exchange
  Offer, the Company and the Guarantor will promptly send additional copies of
  this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
  that requests such documents in the Letter of Transmittal. The Company and the
  Guarantor have agreed to pay all expenses incident to the Exchange Offer (including
  the expenses of one counsel for the Holders of the Securities) other than commissions
  or concessions of any brokers or dealers and will indemnify the Holders of the
  Securities (including any broker-dealers) against certain liabilities, including
  liabilities under the Securities Act.

ANNEX D

[ ]   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
  10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
  THERETO.

Name:   ____________________________________Address:   __________________________________

If the undersigned is not a broker-dealer, the undersigned represents that
  it is not engaged in, and does not intend to engage in, a distribution of Exchange
  Securities. If the undersigned is a broker-dealer that will receive Exchange
  Securities for its own account in exchange for Initial Securities that were
  acquired as a result of market-making activities or other trading activities,
  it acknowledges that it will deliver a prospectus in connection with any resale
  of such Exchange Securities; however, by so acknowledging and by delivering
  a prospectus, the undersigned will not be deemed to admit that it is an "underwriter"
  within the meaning of the Securities Act.