Pp&l Capital Funding Trust I Sample Contracts

Pp&l Capital Funding Trust I – TRUST AGREEMENT (January 29th, 2001)

EXHIBIT 4.15 ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT among PPL CORPORATION, as Depositor and Trust Securities Guarantor, THE CHASE MANHATTAN BANK, as Property Trustee, CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN and THE SEVERAL HOLDERS OF THE TRUST SECURITIES Dated as of , ------ ---- PPL CAPITAL FUNDING TRUST I =============================

Pp&l Capital Funding Trust I – CERTIFICATE OF AMENDMENT (January 29th, 2001)

EXHIBIT 4.12 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST (PURSUANT TO SECTION 3810 OF THE DELAWARE BUSINESS TRUST ACT) To the Secretary of State State of Delaware It is hereby certified that: 1. The name of the business trust (hereinafter referred to as the "trust") is PP&L Capital Funding Trust I. 2. Article 1 of the Certificate of Trust of the trust is hereby amended to read as follows: "Name. The name of the business trust formed hereby is PPL Capital Funding Trust I." 3. The undersigned person is a trustee of the trust. 4. This Certificate of Amendment to Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware. Signed on May 22, 2000

Pp&l Capital Funding Trust I – REMARKETING AGREEMENT (January 29th, 2001)

EXHIBIT 4.10 PPL CORPORATION PPL CAPITAL FUNDING[, INC.] OR [TRUST I] [PPL CAPITAL FUNDING TRUST I % 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] [Remarketing Agent] ----------------- ----------------- Ladies and Gentlemen: (the "Remarketing Agent") is undertaking --------------------------------- to remarket the [ % Deferrable Notes due

Pp&l Capital Funding Trust I – (UNDER SECTION 301 OF THE INDENTURE OF (January 29th, 2001)

EXHIBIT 4.7 OFFICERS' CERTIFICATE (UNDER SECTION 301 OF THE INDENTURE OF PPL CAPITAL FUNDING, INC. AND PPL CORPORATION) 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 The Chase Manhattan Bank, as Trustee (the "Trustee"), does hereby establish for the series of Securities established in Supplemental Indenture No.5, dated as of (the "Supplemental Indenture"), the following terms and ---------------- characteristics (the lettered clauses set fort

Pp&l Capital Funding Trust I – TRUST SECURITIES GUARANTEE AGREEMENT (January 29th, 2001)

EXHIBIT 4.19 TRUST SECURITIES GUARANTEE AGREEMENT Among PPL Corporation (as Guarantor) and The Chase Manhattan Bank (as Guarantee Trustee) Relating to PPL Capital Funding Trust I dated as of ------------ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS SECTION 1.01 Definitions........

Pp&l Capital Funding Trust I – AMENDMENT OF TRUST AGREEMENT (January 29th, 2001)

EXHIBIT 4.14 REMOVAL AND APPOINTMENT OF TRUSTEE AND AMENDMENT OF TRUST AGREEMENT OF PP&L CAPITAL FUNDING TRUST I This Removal and Appointment of Trustee and Amendment of Trust Agreement of PP&L Capital Funding Trust I (the "Trust") is made as of August 15, 2000 (this "Appointment and Amendment"), among PPL Corporation, a Pennsylvania corporation (formally known as "PP&L Rosources, Inc."), as depositor (the "Depositor"), The Chase Manhattan Bank, a New York banking corporation, as trustee, and James E. Abel, as trustee (jointly, the "Trustees"), and Chase Manhattan Bank USA, National Association ("Chase Delaware"), as an additional trustee of the Trust. WHEREAS, the Trust was created pursuant to the filing of a Certificate of Trust of the Trust

Pp&l Capital Funding Trust I – (UNDER SECTION 301 OF THE SUBORDINATED INDENTURE OF (January 29th, 2001)

EXHIBIT 4.18 OFFICERS' CERTIFICATE (UNDER SECTION 301 OF THE SUBORDINATED INDENTURE OF PPL CAPITAL FUNDING, INC. AND PPL CORPORATION) The undersigned , of PPL CAPITAL FUNDING, -------------- ------------ INC. (the "Company"), in accordance with Section 301 of the Subordinated Indenture, dated as of , 2000, 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 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

Pp&l Capital Funding Trust I – AS PURCHASE CONTRACT AGENT AND TRUSTEE (January 29th, 2001)

EXHIBIT 4.8 ================================================================================ PPL CORPORATION AND THE CHASE MANHATTAN 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 , [2000]

Pp&l Capital Funding Trust I – AS PURCHASE CONTRACT AGENT AND TRUSTEE (September 27th, 1999)

EXHIBIT 4.6 ----------- =============================================================================== PP&L RESOURCES, INC. AND THE CHASE MANHATTAN 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 ________, 1999.

Pp&l Capital Funding Trust I – TRUST AGREEMENT (September 27th, 1999)

EXHIBIT 4.9 ----------- TRUST AGREEMENT OF PP&L CAPITAL FUNDING TRUST I This TRUST AGREEMENT of PP&L Capital Funding Trust I (the "Trust"), dated as of September 21, 1999, among (i) PP&L Resources, Inc., a Pennsylvania corporation (the "Depositor"), (ii) The Chase Manhattan Bank, a New York banking corporation (the "Property Trustee"), as trustee of the Trust, (iii) Chase Manhattan Bank Delaware, a Delaware banking corporation (the "Delaware Trustee"), as trustee of the Trust, and (iv) James E. Abel, an individual employed by the Depositor or one of its affiliates, as trustee of the Trust (the "Administrative Trustee")(the Administrative Trustee, together with any administrative trustees appointed by the Depositor after the date hereof, the "Administrative Trustees")(each of such truste

Pp&l Capital Funding Trust I – TRUST AGREEMENT (September 27th, 1999)

EXHIBIT 4.10 =========================================================================== AMENDED AND RESTATED TRUST AGREEMENT among PP&L RESOURCES, INC., as Depositor and Trust Securities Guarantor, THE CHASE MANHATTAN BANK, as Property Trustee, CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN and THE SEVERAL HOLDERS OF THE TRUST SECURITIES Dated as of ______, ____ PP&L CAPITAL FUNDING TRUST I ========================================================================

Pp&l Capital Funding Trust I – REMARKETING AGREEMENT (September 27th, 1999)

EXHIBIT 4.8 ----------- PP&L RESOURCES, INC. PP&L CAPITAL FUNDINGS, INC. _____% DEFERRABLE NOTES DUE ____ GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY PP&L RESOURCES, INC. REMARKETING AGREEMENT [Date] [Remarketing Agent] ------------------- ------------------- Ladies and Gentlemen: _________________________________ (the "Remarketing Agent") is undertaking to remarket the ___% Deferrable Notes due _______________ (the "Notes"), issued by PP&L Capital Funding, Inc., a Delaware corporation ("Capital Funding"), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PP&L Resources, Inc., a Penn

Pp&l Capital Funding Trust I – TRUST SECURITIES GUARANTEE AGREEMENT (September 27th, 1999)

EXHIBIT 4.13 TRUST SECURITIES GUARANTEE AGREEMENT Among PP&L Resources, Inc. (as Guarantor) and The Chase Manhattan Bank (as Guarantee Trustee) Relating to PP&L Capital Funding Trust I dated as of ------------ TABLE OF CONTENTS ------------------ Page ---- ARTICLE I DEFINITIONS .............................. 1 SECTION 1.

Pp&l Capital Funding Trust I – (UNDER SECTION 301 OF THE INDENTURE OF (September 27th, 1999)

EXHIBIT 4.5 ----------- OFFICERS' CERTIFICATE (UNDER SECTION 301 OF THE INDENTURE OF PP&L CAPITAL FUNDING, INC. AND PP&L RESOURCES, INC.) The undersigned ______________, ____________ of PP&L 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 PP&L RESOURCES, INC. (the "Guarantor"), to The Chase Manhattan Bank, as Trustee (the "Trustee"), does hereby establish for the series of Securities established in Supplemental Indenture No. 3, dated as of ________________ (the "Supplemental Indenture"), the following terms and characteristics (the let