DEALER MANAGER AGREEMENT

November 17, 2003

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs:

          1. General. PPL Corporation, a Pennsylvania corporation (the Company) plans to make an exchange offer (the Offer) to purchase its outstanding 7 3/4% PEPS Units (the Outstanding PEPS Units), each such PEPS Unit initially consisting of a unit with a stated amount of $25 and comprising (a) a purchase contract (a Purchase Contract) under which (i) the holder of a PEPS Unit will purchase from the Company pursuant to the Purchase Contract Agreement (the Purchase Contract Agreement) dated as of May 9, 2001, among the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Purchase Contract Agent, on May 18, 2004 (the Settlement Date), for $25 per PEPS Unit, a number of shares of common stock of the Company, par value $0.01 per share (each a Common Share and, collectively with all other Common Shares that may be issued and sold by the Company upon settlement of the Purchase Contracts, the Common Shares), and (ii) the Company pays contract adjustment payments at a rate of 0.46% of the stated amount per year, and (b) one preferred security (the Preferred Security) of PPL Capital Funding Trust I, a Delaware statutory business trust (the Trust), having a stated liquidation amount of $25, representing an undivided beneficial ownership interest in the assets of the Trust and guaranteed by the Company to the extent set forth in the Guarantee Agreement dated as of May 9, 2001 between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee, for the benefit of the holders from time to time of the Preferred Securities.

          Pursuant to the Offer, the Company will offer to exchange (the Exchange) for the Outstanding PEPS Units (1) its newly issued 7 3/4% PEPS Units (the "New PEPS Units), each such New PEPS Unit initially consisting of a unit with a stated amount of $25 and comprising (a) a purchase contract (a New Purchase Contract) under which (i) the holder of a PEPS Unit will purchase from the Company, pursuant to the New Purchase Contract Agreement (as defined herein), on the Settlement Date, for $25 per New PEPS Unit, a number of shares of common stock of the Company, par value $0.01 per share (each a New Common Share and, collectively with all other New Common Shares that may be issued and sold by the Company upon settlement of the New Purchase Contracts, the New Common Shares), and (ii) the Company will pay contract adjustment payments at a rate of 0.46% of the stated amount per year,

Morgan Stanley & Co. Incorporated	November 17, 2003

and (b) a 2.5% undivided beneficial ownership interest in a $1,000 principal amount Note (the New Note) issued by PPL Capital Funding, Inc., a Delaware corporation (PPL Capital Funding) and guaranteed by the Company to the extent set forth in the New Guarantee (as defined herein), and (2) $0.375 in cash. The terms and conditions of the Offer are set forth in the Offer Materials (as defined in Section 4(c) below).

          The New PEPS Units and New Purchase Contracts will be issued pursuant to a purchase contract agreement (the New Purchase Contract Agreement) to be entered into among the Company and JPMorgan Chase Bank as the Purchase Contract Agent (the New Purchase Contract Agent), Collateral Agent (the New Collateral Agent), and Custodial Agent (the New Custodial Agent) . In accordance with the New Purchase Contract Agreement, the holders of the New PEPS Units will pledge their beneficial ownership interest in the New Notes to the New Collateral Agent, pursuant to a pledge agreement (the New Pledge Agreement) to be entered into between the Company and JPMorgan Chase Bank, as New Collateral Agent, Securities Intermediary (the New Securities Intermediary), New Custodial Agent, and New Purchase Contract Agent, to secure the holders obligations to purchase New Common Shares under the New Purchase Contracts. The New Purchase Contracts, the New Purchase Contract Agreement and the New Pledge Agreement are herein collectively referred to as the New PEPS Agreements.

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