PPL Corporation

Common Stock, par value $0.01 per share

UNDERWRITING AGREEMENT

[Date]

Ladies and Gentlemen:

PPL Corporation, a Pennsylvania corporation (the Company), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the Underwriters), for whom you are acting as representatives (the Representatives), subject to the terms and conditions stated herein, an aggregate of              shares of its common stock, par value $0.01 per share (the Common Stock), the terms of which are set forth in Schedule II hereto (the Underwritten Shares). Additionally, the Company proposes to issue and sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Underwritten Shares, at the option of the Underwriters, up to an additional              shares (the Option Shares). The Underwritten Shares and any Option Shares are herein referred to as the Shares.

The Company has filed with the Securities and Exchange Commission (the Commission), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the Securities Act), a registration statement on Form S-3 (Registration Nos. 333-            , 333-             and 333-            ), including a related prospectus, relating to the registration of certain securities of the Company and of PPL Capital Funding, Inc., a Delaware corporation, and of PPL Capital Funding Trust II, a Delaware statutory business trust (the Shelf Securities), to be sold from time to time by the Company. The registration statement as amended at the date of this Agreement, including information, if any, deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the Registration Statement, and the prospectus included therein relating to the Shelf Securities, in the form first used to confirm sales of the Shares, is hereinafter referred to as the Basic Prospectus. The Basic Prospectus, as supplemented by the prospectus supplement, dated              (the Prospectus Supplement), relating to the Shares, in the form first used to confirm sales of the Shares, is hereinafter referred to as the Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the Rule 462 Registration Statement), then any reference herein to the term Registration Statement shall be deemed to include such Rule 462 Registration Statement. Any reference to the term Registration Statement, the Basic Prospectus, any preliminary form of prospectus previously filed with the Commission pursuant to Rule 424 of the Securities Act or the Prospectus shall include the documents incorporated therein by reference. The terms supplement and amendment or amend as used in this Agreement shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the Exchange Act) that are deemed to be incorporated by reference in the Prospectus.

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