Exhibit 4(b)

__________________________________________

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

__________________________________________

Table of Contents

|                                                                                          |               |                                                                    |    | Page
|----------------------------------------------------------------------------------------- | ------------- | ------------------------------------------------------------------ | -- | ----
|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.                  |    | 11  
|                                                                                          | SECTION 109.  | Successors and Assigns.                                            |    | 11  
|                                                                                          | 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                                                                   |               | 26                                                                
|                                                                                          | SECTION 301.  | Payment of Principal and Interest.                                 |    | 26  
|                                                                                          | 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  
|ARTICLE FOUR REDEMPTION OF SECURITIES                                                     |               | 29                                                                
|                                                                                          | SECTION 401.  | No Right of Redemption.                                            |    | 29  
|ARTICLE FIVE SATISFACTION AND DISCHARGE                                                   |               | 29                                                                
|                                                                                          | SECTION 501.  | Satisfaction and Discharge of
        Indenture.                   |    | 29  
|ARTICLE SIX EVENTS OF DEFAULT;
        REMEDIES                                           |               | 30                                                                
|                                                                                          | SECTION 601.  | Events of Default.                                                 |    | 30  
|                                                                                          | SECTION 602.  | Acceleration of Stated Maturity;
        Rescission and Annulment. |    | 31  
|                                                                                          | SECTION 603.  | Collection of Indebtedness and
        Suits                       |    |     
|                                                                                          |               | for Enforcement by Trustee.                                        |    | 32  
|                                                                                          | SECTION 604.  | Trustee May File Proofs of Claim.                                  |    | 32  
|                                                                                          | SECTION 605.  | Trustee May Enforce Claims Without
        Possession              |    |     
|                                                                                          |               | of Securities.                                                     |    | 33  
|                                                                                          | SECTION 606.  | Application of Money Collected.                                    |    | 33  
|                                                                                          | SECTION 607.  | Limitation on Suits.                                               |    | 34  
|                                                                                          | SECTION 608.  | Unconditional Right of Holders
        to Receive Principal        |    |     
|                                                                                          |               | and Interest.                                                      |    | 34  
|                                                                                          | SECTION 609.  | Restoration of Rights and Remedies.                                |    | 34  
|                                                                                          | SECTION 610.  | Rights and Remedies Cumulative.                                    |    | 35  
|                                                                                          | SECTION 611.  | Delay or Omission Not Waiver.                                      |    | 35  
|                                                                                          | SECTION 612.  | Control by Holders of Securities.                                  |    | 35  
|                                                                                          | SECTION 613.  | Waiver of Past Defaults.                                           |    | 35  
|                                                                                          | SECTION 614.  | Undertaking for Costs.                                             |    | 36  
|                                                                                          | SECTION 615.  | Waiver of Usury, Stay or Extension
        Laws.                   |    | 36  
|ARTICLE SEVEN THE TRUSTEE                                                                 |               | 36                                                                
|                                                                                          | SECTION 701.  | Certain Duties and Responsibilities.                               |    | 36  
|                                                                                          | SECTION 702.  | Notice of Defaults.                                                |    | 37  
|                                                                                          | SECTION 703.  | Certain Rights of Trustee.                                         |    | 37  
|                                                                                          | SECTION 704.  | Not Responsible for Recitals
        or Issuance of Securities.    |    | 39  
|                                                                                          | SECTION 705.  | May Hold Securities.                                               |    | 39  
|                                                                                          | SECTION 706.  | Money Held in Trust.                                               |    | 39  
|                                                                                          | SECTION 707.  | Compensation and Reimbursement.                                    |    | 39  
|                                                                                          | SECTION 708.  | Disqualification; Conflicting
        Interests.                   |    | 40  
|                                                                                          | SECTION 709.  | Corporate Trustee Required; Eligibility.                           |    | 40  
|                                                                                          | SECTION 710.  | Resignation and Removal; Appointment
        of Successor.         |    | 40  
|                                                                                          | SECTION 711.  | Acceptance of Appointment by
        Successor.                    |    | 41  
|                                                                                          | SECTION 712.  | Merger, Conversion, Consolidation
        or Succession to         |    |     
|                                                                                          |               | Business.                                                          |    | 42  
|                                                                                          | SECTION 713.  | Preferential Collection of Claims
        Against Company.         |    | 42  
|                                                                                          | SECTION 714.  | Appointment of Authenticating
        Agent.                       |    | 42  
|ARTICLE EIGHT GUARANTEE                                                                   |               | 45                                                                
|                                                                                          | SECTION 801.  | Guarantee.                                                         |    | 45  
|                                                                                          | SECTION 802.  | Subrogation.                                                       |    | 46  
|                                                                                          | SECTION 803.  | Consideration.                                                     |    | 46  
|ARTICLE NINE CONSOLIDATION, MERGER,
        CONVEYANCE OR                                 |               |                                                                   
|OTHER TRANSFER OF GUARANTOR                                                               |               | 47                                                                
|                                                                                          | SECTION 901.  | Guarantor May Consolidate, Etc.,
        Only on Certain Terms.    |    | 47  
|                                                                                          | SECTION 902.  | Successor Person Substituted.                                      |    | 47  
|                                                                                          | SECTION 903.  | Limitations.                                                       |    | 47  
|ARTICLE TEN HOLDERS' LISTS AND
        REPORTS BY TRUSTEE AND COMPANY                     |               | 48                                                                
|                                                                                          | SECTION 1001. | Lists of Holders.                                                  |    | 48  
|                                                                                          | SECTION 1002. | Reports by Trustee and Company.                                    |    | 48  
|ARTICLE ELEVEN CONSOLIDATION, MERGER,
        CONVEYANCE OR OTHER TRANSFER OF THE COMPANY | 49           
|                                                                                          | SECTION 1101. | Company May Consolidate, Etc.,
        Only on Certain Terms.      |    | 49  
|                                                                                          | SECTION 1102. | Successor Person Substituted.                                      |    | 49  
|                                                                                          | SECTION 1103. | Limitations.                                                       |    | 49  
|ARTICLE TWELVE SUPPLEMENTAL INDENTURES                                                    |               | 50                                                                
|                                                                                          | SECTION 1201. | Supplemental Indentures Without
        Consent of Holders.        |    | 50  
|                                                                                          | SECTION 1202. | Supplemental Indentures With
        Consent of Holders.           |    | 51  
|                                                                                          | SECTION 1203. | Execution of Supplemental Indentures.                              |    | 52  
|                                                                                          | SECTION 1204. | Effect of Supplemental Indentures.                                 |    | 52  
|                                                                                          | SECTION 1205. | Conformity With Trust Indenture
        Act.                       |    | 52  
|                                                                                          | SECTION 1206. | Reference in Securities to Supplemental
        Indentures.        |    | 52  
|ARTICLE THIRTEEN IMMUNITY OF STOCKHOLDERS,
        OFFICERS                               |               |                                                                   
|AND DIRECTORS                                                                             |               |                                                                    | 53
|                                                                                          | SECTION 1301. | Liability Limited.                                                 |    | 53  

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

PPL CAPITAL FUNDING, INC.

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

|Trust Indenture Act Section | Indenture Section
|--------------------------- | -----------------
|                            |                  
|§310                        | (a)(1)           
|                            | (a)(2)           
|                            | (a)(3)           
|                            | (a)(4)           
|                            | (b)              
|                            |                  
|§311                        | (a)              
|                            | (b)              
|                            | (c)              
|§312                        | (a)              
|                            | (b)              
|                            | (c)              
|§313                        | (a)              
|                            | (b)(1)           
|                            | (b)(2)           
|                            | (c)              
|                            | (d)              
|§314                        | (a)              
|                            | (a)(4)           
|                            | (b)              
|                            | (c)(1)           
|                            | (c)(2)           
|                            | (c)(3)           
|                            | (d)              
|                            | (e)              
|§315                        | (a)              
|                            | (b)              
|                            | (c)              
|                            | (d)              
|                            | (d)(1)           
|                            | (d)(2)           
|                            | (d)(3)           
|                            | (e)              
|§316                        | (a)              
|                            |                  
|                            | (a)(1)(A)        
|                            |                  
|                            | (a)(1)(B)        
|                            | (a)(2)           
|                            | (b)              
|§317                        | (a)(1)           
|                            | (a)(2)           
|                            | (b)              
|§318                        | (a)              
|                            |                  
|                            |                  

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

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 ONEDEFINITIONS 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

(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.

"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.

"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 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.

"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.

"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, 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 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 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

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.

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 TWOTHE 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 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.

(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 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.

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.

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
  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.

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, 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.

(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.

(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 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;

(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 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 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.

ARTICLE THREECOVENANTS

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 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

(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.

ARTICLE FOURREDEMPTION OF SECURITIES

SECTION 401.   No Right of Redemption.

The Securities are not subject to redemption.

ARTICLE FIVESATISFACTION 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 SIXEVENTS 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

(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 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.

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.

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

(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.

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.

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;

(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, 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. 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 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.

(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 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 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:

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



ARTICLE EIGHTGUARANTEE

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.

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.

ARTICLE NINECONSOLIDATION, 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.

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 TENHOLDERS' 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.

ARTICLE ELEVENCONSOLIDATION, 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:

(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 TWELVESUPPLEMENTAL 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

(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,
  providedthat 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, 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.

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 THIRTEENIMMUNITY 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.

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:_____________________________
  Name: James E. Abel
  Title: Treasurer

PPL CORPORATION
  By:_____________________________
  Name: James E. Abel
  Title: Vice President-Finance and Treasurer

JPMORGAN CHASE BANK,
  as Trustee
  By:_____________________________
  Name:
  Title:

[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 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.

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:



(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.

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 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.

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



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                                                                                                                                                                                                                                             
|[   ] | 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.

_______________________________________]*
  Dated:

* To be deleted in Exchange Securities.



[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:

|Date of Exchange | Amount of decrease in Principal Amount
        of this Global Security | Amount of increase in Principal Amount
        of this Global Security | Principal Amount of this Global Security
        following such decrease or increase | Signature of authorized signatory of Trustee
        or Securities Custodian
|---------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------