PPL CORPORATION



                          COMMON STOCK, $0.01 PAR VALUE





                             UNDERWRITING AGREEMENT













__________, ______











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                                                            ___________, ____





[Underwriters]

As Representatives of the several Underwriters



      ________________________________

      ________________________________

      ________________________________



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-_____-01 and 333-_____-02), 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

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