Pp&l Capital Funding Inc Sample Contracts

Ppl Capital Funding Inc – PPL CORPORATION as Collateral Agent and Securities Intermediary and JPMORGAN CHASE BANK, N.A., as Purchase Contract Agent (March 20th, 2006)

PLEDGE AGREEMENT, dated as of , among PPL CORPORATION, a Pennsylvania corporation (the “Company”), , as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (as defined herein) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and JPMORGAN CHASE BANK, N.A., a national banking association, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.

Ppl Capital Funding Inc – Supplemental Indenture No. Dated as of 1, (March 20th, 2006)

SUPPLEMENTAL INDENTURE No. , dated as of the first day of , made and entered into by and between PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of Pennsylvania, whose address is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), a national banking association, whose address is 4 New York Plaza, 15th Floor, New York, New York 10004 (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture, dated as of August 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereafter sometimes collectively called the “Indenture.”

Ppl Capital Funding Inc – OFFICER’S CERTIFICATE (Under Section 301 of the Indenture of PPL Energy Supply, LLC (March 20th, 2006)

The undersigned , of PPL ENERGY SUPPLY, LLC (the “Company”), in accordance with Section 301 of the Indenture, dated as of October 1, 2001, as heretofore supplemented (the “Indenture”, capitalized terms used herein and not defined herein having the meanings specified in the Indenture), of the Company to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee”), does hereby establish for the series of Securities established in Supplemental Indenture No. , dated as of (the “Supplemental Indenture”), the following terms and characteristics (the lettered clauses set forth below corresponding to the lettered clauses of Section 301 of the Indenture):

Ppl Capital Funding Inc – PPL CORPORATION and JPMORGAN CHASE BANK, N.A., as Purchase Contract Agent and Trustee (March 20th, 2006)

PURCHASE CONTRACT AGREEMENT, dated as of , , between PPL CORPORATION, a Pennsylvania corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).

Ppl Capital Funding Inc – PPL ELECTRIC UTILITIES CORPORATION OFFICER’S CERTIFICATE (Under Sections 201 and 301 of the Indenture, dated as of August 1, 2001) Establishing the Form and Certain Terms of the Series of Securities Designated Senior Secured Bonds, % Series due (March 20th, 2006)

The undersigned, , [Treasurer] of PPL Electric Utilities Corporation (the “Company”), pursuant to Supplemental Indenture No. dated as of , (“Supplemental Indenture No. ”) (all capitalized terms used herein which are not defined herein but are defined in the Indenture referred to below, shall have the meanings specified in the Indenture, as supplemented by Supplemental Indenture No. ), and Sections 201 and 301 of the Indenture of the Company dated as of August 1, 2001 (as heretofore supplemented, the “Indenture”), to JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), does hereby establish for the series of Securities established in Supplemental Indenture No. the following terms and characteristics (the lettered clauses set forth herein corresponding to such clauses in said Section 301):

Ppl Capital Funding Inc – PPL CORPORATION PPL CAPITAL FUNDING, INC. PPL Capital Funding, Inc. % [Deferrable] Notes Due Guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation REMARKETING AGREEMENT [Date] (March 20th, 2006)

(the “Remarketing Agent”) is undertaking to remarket the % [Deferrable] Notes due (the “Securities”), issued by PPL Capital Funding, Inc., a Delaware corporation (“Capital Funding”), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation, a Pennsylvania corporation (the “Company”), pursuant to the Indenture, dated as of , among Capital Funding, the Company and , as trustee (the “Indenture Trustee”) as amended and supplemented by the First Supplemental Indenture to the Indenture, dated , relating to the Notes (as amended or supplemented, the “Indenture”).

Ppl Capital Funding Inc – PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company) TO DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers Trust Company, successor to Morgan Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York) As Trustee under PPL Electric Utilities Corporation’s Mortgage and Deed of Trust, Dated as of October 1, 1945 (March 20th, 2006)

SUPPLEMENTAL INDENTURE, dated as of 1, made and entered into by and between PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company), a corporation of the Commonwealth of Pennsylvania, whose address is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers Trust Company), a corporation of the State of New York, whose address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the Trustee), as Trustee under the Mortgage and Deed of Trust, dated as of October 1, 1945 (hereinafter called the Mortgage and, together with any indentures supplemental thereto, hereinafter called the Indenture), which Mortgage was executed and delivered by Pennsylvania Power & Light Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which said Mortgage is hereby made,

Ppl Capital Funding Inc – INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA COMMON STOCK PAR VALUE $.01 NUMBER [image] SHARES THIS CERTIFICATE IS TRANSFERABLE IN MINNEAPOLIS, MINNESOTA, NEW YORK, NEW YORK OR ALLENTOWN, PENNSYLVANIA CUSIP 69351T 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS PPL CORPORATION THIS IS TO CERTIFY THAT PPL IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF PPL Corporation (hereinafter referred to as the “Company”) transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly (March 20th, 2006)
Ppl Capital Funding Inc – Supplemental Indenture No. Dated as of Supplemental to the Indenture dated as of November 1, 1997 Establishing a series of Securities designated Medium Term Notes, Series limited in aggregate principal amount to $ (March 20th, 2006)

SUPPLEMENTAL INDENTURE No. , dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Trustee (herein called the “Trustee”), under the Indenture dated as of November 1, 1997 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Ppl Capital Funding Inc – Supplemental Indenture No. Dated as of Supplemental to the Indenture dated as of October 1, 2001 Establishing a series of Securities designated Senior Notes % Series , due limited in aggregate principal amount to $ (March 20th, 2006)

SUPPLEMENTAL INDENTURE No. , dated as of between PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), under the Indenture dated as of October 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Ppl Capital Funding Inc – OFFICERS’ CERTIFICATE (Under Section 301 of the Indenture of PPL Capital Funding, Inc. and PPL Corporation) (March 20th, 2006)

The undersigned , of PPL CAPITAL FUNDING, INC. (the “Company”), in accordance with Section 301 of the Indenture, dated as of November 1, 1997, as heretofore supplemented (the “Indenture”, capitalized terms used herein and not defined herein having the meanings specified in the Indenture), of the Company and PPL CORPORATION (the “Guarantor”), to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee”), does hereby establish for the series of Securities established in Supplemental Indenture No. , dated as of (the “Supplemental Indenture”), the following terms and characteristics (the lettered clauses set forth below corresponding to the lettered clauses of Section 301 of the Indenture), and the undersigned , of the Guarantor, does hereby approve of such terms and characteristics on behalf of the Guarantor:

Ppl Capital Funding Inc – Form of Deposit Agreement Preference Stock (March 20th, 2006)

DEPOSIT AGREEMENT dated as of , among PPL ELECTRIC UTILITIES CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, , organized under the laws of the United States of America, and the holders from time to time of the Receipts described herein.

Ppl Capital Funding Inc – Form of Deposit Agreement Preferred Stock (March 20th, 2006)

DEPOSIT AGREEMENT dated as of , among PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, , organized under the laws of the United States of America, and the holders from time to time of the Receipts described herein.

Ppl Capital Funding Inc – INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA COMMON STOCK PAR VALUE $.01 NUMBER [image] SHARES THIS CERTIFICATE IS TRANSFERABLE IN MINNEAPOLIS, MINNESOTA, NEW YORK, NEW YORK OR ALLENTOWN, PENNSYLVANIA CUSIP 69351T 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS PPL CORPORATION THIS IS TO CERTIFY THAT PPL IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF PPL Corporation (hereinafter referred to as the “Company”) transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly (June 15th, 2004)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Ppl Capital Funding Inc – PPL CORPORATION as Collateral Agent and Securities Intermediary and JPMORGAN CHASE BANK, as Purchase Contract Agent (June 15th, 2004)

PLEDGE AGREEMENT, dated as of , among PPL CORPORATION, a Pennsylvania corporation (the “Company”), , as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (as defined herein) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and JPMORGAN CHASE BANK, a New York banking corporation, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.

Ppl Capital Funding Inc – PPL CORPORATION PPL CAPITAL FUNDING, [INC.] or [TRUST II] [PPL Capital Funding Trust II % Preferred Securities Due ] [PPL Capital Funding, Inc. % Deferrable Notes Due ] [Guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation] REMARKETING AGREEMENT [Date] (June 15th, 2004)

(the “Remarketing Agent”) is undertaking to remarket the [ % Deferrable Notes due (the “Securities”), issued by PPL Capital Funding, Inc., a Delaware corporation (“Capital Funding”), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation, a Pennsylvania corporation (the “Company”), pursuant to the Indenture, dated as of , among Capital Funding, the Company and , as trustee (the “Indenture Trustee”) as amended and supplemented by the First Supplemental Indenture to the Indenture, dated , relating to the Notes (as amended or supplemented, the “Indenture”).] [ % Preferred Securities due (the “Securities”), issued by PPL Capital Funding Trust II (the “Trust”), pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of , by and among , [Describe Notes for Preferred Securities]]

Ppl Capital Funding Inc – PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), Trustee (June 15th, 2004)

SUPPLEMENTAL INDENTURE No. [7], dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (herein called the “Trustee”), under the Indenture dated as of November 1, 1997 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. [7] being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Ppl Capital Funding Inc – OFFICERS’ CERTIFICATE (Under Section 301 of the Subordinated Indenture of PPL Capital Funding, Inc. and PPL Corporation) (June 15th, 2004)

The undersigned , of PPL CAPITAL FUNDING, INC. (the “Company”), in accordance with Section 301 of the Subordinated Indenture, dated as of , [2004], as heretofore supplemented (the “Subordinated Indenture”, capitalized terms used herein and not defined herein having the meanings specified in the Subordinated Indenture), of the Company and PPL CORPORATION (the “Guarantor”), to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee”), does hereby establish for the series of Securities established in Supplemental Indenture No. 1, dated as of (the “Supplemental Indenture”), the following terms and characteristics (the lettered clauses set forth below corresponding to the lettered clauses of Section 301 of the Indenture), and the undersigned , of the Guarantor, does hereby approve of such terms and characteristics on behalf of the Guarantor:

Ppl Capital Funding Inc – PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, Trustee (June 15th, 2004)

SUPPLEMENTAL INDENTURE No. 1, dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (herein called the “Trustee”), under the Subordinated Indenture dated as of (hereinafter called the “Original Indenture”), this Supplemental Indenture No. 1 being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Ppl Capital Funding Inc – AMENDED AND RESTATED TRUST AGREEMENT among PPL CORPORATION, as Depositor and Trust Securities Guarantor, JPMORGAN CHASE BANK, as Property Trustee, CHASE MANHATTAN BANK USA, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN and THE SEVERAL HOLDERS OF THE TRUST SECURITIES Dated as of , PPL CAPITAL FUNDING TRUST II (June 15th, 2004)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of , , among (i) PPL Corporation, a Pennsylvania corporation as depositor (the “Depositor”) and as Trust Securities guarantor (the “Trust Securities Guarantor”), (ii) JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Property Trustee” and, in its separate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, a national association], as Delaware trustee (the “Delaware Trustee”), (iv) and , each an individual, and each of whose address is c/o PPL Corporation, Two North Ninth Street, Allentown, Pennsylvania 18101-1179 (each, an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to herein each as a “Trustee” and collectively as the “Trustees”), and (v) the several Holders, as hereinafter def

Ppl Capital Funding Inc – TRUST SECURITIES GUARANTEE AGREEMENT Among PPL Corporation (as Guarantor) and JPMorgan Chase Bank (as Guarantee Trustee) Relating to PPL Capital Funding Trust II dated as of (June 15th, 2004)

This TRUST SECURITIES GUARANTEE AGREEMENT (“Guarantee Agreement”), dated as of , is executed and delivered by PPL Corporation, a Pennsylvania corporation (the “Guarantor”), and JPMorgan Chase Bank, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Trust Securities [and Common Trust Securities] ([each] as defined herein [and together, the “Securities”]) of PPL Capital Funding Trust II, a Delaware statutory business trust (the “Issuer”).

Ppl Capital Funding Inc – PPL CORPORATION and JPMORGAN CHASE BANK, as Purchase Contract Agent and Trustee (June 15th, 2004)

PURCHASE CONTRACT AGREEMENT, dated as of , , between PPL CORPORATION, a Pennsylvania corporation (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).

Ppl Capital Funding Inc – PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK, Trustee (June 15th, 2004)
Ppl Capital Funding Inc – PPL CAPITAL FUNDING, INC., Issuer and PPL CORPORATION, Guarantor TO JPMORGAN CHASE BANK Trustee (June 15th, 2004)

SUBORDINATED INDENTURE, dated as of among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18101, PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18101-1179, 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”).

Ppl Capital Funding Inc – OFFICERS’ CERTIFICATE (Under Section 301 of the Indenture of PPL Capital Funding, Inc. and PPL Corporation) (June 15th, 2004)

The undersigned ________, ________ of PPL CAPITAL FUNDING, INC. (the “Company”), in accordance with Section 301 of the Indenture, dated as of November 1, 1997, as heretofore supplemented (the “Indenture”, capitalized terms used herein and not defined herein having the meanings specified in the Indenture), of the Company and PPL CORPORATION (the “Guarantor”), to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee”), does hereby establish for the series of Securities established in Supplemental Indenture No. [6], dated as of ________ (the “Supplemental Indenture”), the following terms and characteristics (the lettered clauses set forth below corresponding to the lettered clauses of Section 301 of the Indenture), and the undersigned ________, ________ of the Guarantor, does hereby approve of such terms and characteristics on behalf of the Guarantor:

Ppl Capital Funding Inc – INDENTURE (May 25th, 2004)

EXHIBIT 4.1 ------------------------------------------ PPL CAPITAL FUNDING, INC., AS ISSUER PPL CORPORATION, AS GUARANTOR TO JPMORGAN CHASE BANK, AS TRUSTEE --------- INDENTURE DATED AS OF FEBRUARY 26, 2004 4.33% NOTES SERIES A DUE 2009 AND 4.33% NOTES EXCHANGE SERIES A DUE 2009 ------------------------------------------ TABLE OF CONTENTS

Ppl Capital Funding Inc – REGISTRATION RIGHTS AGREEMENT (May 25th, 2004)

EXHIBIT 10.1 $201,000,000 PPL CAPITAL FUNDING, INC. 4.33% NOTES SERIES A DUE 2009 UNCONDITIONALLY GUARANTEED AS TO PAYMENT BY PPL CORPORATION REGISTRATION RIGHTS AGREEMENT February 26, 2004 Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc., J.P. Morgan Securities Inc., as Representatives of the several Initial Purchasers, c/o Wachovia Capital Markets, LLC, One Wachovia Center, 301 South College Street, TW-7, Charlotte, North Carolina 28288. Ladies and Gentlemen: PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), proposes to issue and sell to Wachovia Capit

Ppl Capital Funding Inc – PURCHASE CONTRACT AGREEMENT (November 18th, 2003)

EXHIBIT 4.1 PPL CORPORATION and JPMORGAN CHASE BANK, as Purchase Contract Agent, Collateral Agent And Custodial Agent PURCHASE CONTRACT AGREEMENT Dated as of , 2003 TABLE OF CONTENTS Page RECITALS........................................................... 1 ARTICLE 1 Definitions and Other Provisions of General Applications..... 1 SECTION 1.01.Definitions............................................ 1 SECTION 1.02.Compliance Certificates and Opinions................... 13 SECTION 1.03.Form of Documents

Ppl Capital Funding Inc – SUPPLEMENTAL INDENTURE NUMBER 5 (November 18th, 2003)

EXHIBIT 4.10 PPL CAPITAL FUNDING, INC., ISSUER AND PPL CORPORATION, GUARANTOR TO JPMORGAN CHASE BANK, TRUSTEE --------------- SUPPLEMENTAL INDENTURE NUMBER 5 DATED AS OF , 2003 SUPPLEMENTAL TO THE INDENTURE DATED AS OF NOVEMBER 1, 1997 --------------- NOTES DUE MAY 18, 2006 --------------- TABLE OF CONTENTS(1)

Pp&l Capital Funding Inc – SUPPLEMENTAL INDENTURE NUMBER 5 Dated as of , 2003 Supplemental to the Indenture dated as of November 1, 1997 (October 21st, 2003)

THIS SUPPLEMENTAL INDENTURE NUMBER 5 (the “Supplemental Indenture”) is made as of , 2003, by and between PPL CAPITAL FUNDING, INC. (formerly known as PP&L Capital Funding, Inc.) a corporation duly organized and existing under the laws of the state of Delaware, having its principal office at Two North Ninth Street Allentown, Pennsylvania, 18101 (herein called the “Corporation”), PPL CORPORATION (formerly known as PP&L Resources, Inc.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (herein called the “Trustee”).

Pp&l Capital Funding Inc – SUPPLEMENTAL INDENTURE NUMBER 5 Dated as of , 2003 Supplemental to the Indenture dated as of November 1, 1997 (September 3rd, 2003)

THIS SUPPLEMENTAL INDENTURE NUMBER 5 (the “Supplemental Indenture”) is made as of , 2003, by and between PPL CAPITAL FUNDING, INC. (formerly known as PP&L Capital Funding, Inc.) a corporation duly organized and existing under the laws of the state of Delaware, having its principal office at Two North Ninth Street Allentown, Pennsylvania, 18101 (herein called the “Corporation”), PPL CORPORATION (formerly known as PP&L Resources, Inc.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (herein called the “Trustee”).

Pp&l Capital Funding Inc – PPL CORPORATION and JPMORGAN CHASE BANK, as Purchase Contract Agent, Collateral Agent And Custodial Agent PURCHASE CONTRACT AGREEMENT Dated as of , 2003 (September 3rd, 2003)

PURCHASE CONTRACT AGREEMENT, dated as of , 2003, (the “Agreement”) between PPL CORPORATION, a Pennsylvania corporation (the “Company”), JPMORGAN CHASE BANK, a New York banking corporation, acting as purchase contract agent for the Holders of Securities (as defined herein) from time to time (the “Purchase Contract Agent”), JPMORGAN CHASE BANK, a New York banking corporation, acting as collateral agent (the “Collateral Agent”) and JPMORGAN CHASE BANK, a New York banking corporation, acting as custodial agent for the Company (the “Custodial Agent”).

Pp&l Capital Funding Inc – PPL CORPORATION and JPMORGAN CHASE BANK, as Collateral Agent, Securities Intermediary, Custodial Agent and Purchase Contract Agent PLEDGE AGREEMENT Dated as of , 2003 (September 3rd, 2003)

PLEDGE AGREEMENT, dated as of , 2003, among PPL Corporation, a Pennsylvania corporation (the “Company”), JPMorgan Chase Bank, a New York banking corporation, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and as securities intermediary with respect to the Collateral Account (as defined below) (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), JPMorgan Chase Bank, a New York banking corporation, as custodial agent for the Company (in such capacity, together with its successors in such capacity, the “Custodial Agent”) and JPMorgan Chase Bank, a New York banking corporation, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities under the Purchase Contract Agreement (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”).

Pp&l Capital Funding Inc – REMARKETING AGREEMENT (September 3rd, 2003)

Morgan Stanley & Co. Incorporated is undertaking to remarket the 7.29% notes due May 18, 2006 (the “Notes”), issued by PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital Funding”), and guaranteed PPL Corporation, a Pennsylvania corporation (the “Company”).

Pp&l Capital Funding Inc – AS PURCHASE CONTRACT AGENT AND TRUSTEE (April 5th, 2002)

EXHIBIT 4.8 ================================================================================ PPL CORPORATION AND JPMORGAN CHASE BANK, AS PURCHASE CONTRACT AGENT AND TRUSTEE ------------------------------- PURCHASE CONTRACT AGREEMENT ------------------------------- Dated as of ------------- ================================================================================ Reconciliation and Tie between Trust Indenture Act of 1939 and Purchase Contract Agreement dated as of ________, ____ Section of