Nuclear Oversight Committee Charter

Revised July 23, 2004

The Nuclear Oversight Committee (the "Committee") shall consist of at least two members, all of whom shall be "independent directors" as that term is used in the rules of the New York Stock Exchange and satisfy such additional criteria as set forth in the rules of the Security and Exchange Commission. Upon request of the Committee, independent consultants will be retained to provide expert advice to the membership, and to perform specific studies or analyses as directed by the Committee.

The Senior Vice President and Chief Nuclear Officer of PPL Generation, LLC shall be the Staff Liaison assigned to the Committee. Administrative support as deemed necessary by the Committee will be provided by PPL Corporation or its subsidiaries (the "Company") or by alternative arrangement.

Meetings

The Committee shall hold annually at least three regular meetings. In addition, the Committee shall hold such other meetings at such times and places as it may deem appropriate or necessary.

Principal Functions

The principal functions of the Committee are:

1. Advising and assisting the Board of Directors in the fulfillment of its responsibilities for oversight of the Company’s nuclear function.
   
   
2. Providing advice and counsel to the chief executive officer and to the principal senior executives responsible for the nuclear operation.
   
   
3. Identifying those matters involving the nuclear function that warrant the attention of the Board of Directors.
   
   
4. Providing recommendations to the Board of Directors concerning the future direction of the Company relating to the nuclear function.
   
   
5. Communicating to the Board of Directors their judgment and perceptions of management performance relating to the nuclear function.

In pursuit of these functions, the Committee shall:

1. Select items for consideration from various aspects of the Company’s nuclear operation and from issues affecting the nuclear industry in general.
   
   
2. Continually strive to assure that the nuclear function has systems in place to protect the health and safety of the public, maintain compliance with applicable laws and regulations, preserve and protect this major corporate asset, and meet the operational and financial objectives of the Company.
   
   
3. Focus deliberations on management systems and processes for the nuclear function which address and provide insight on issues critical to the long term safe, reliable, economical operation of the nuclear generating units, major decisions and significant management issues for the future, effectiveness of management, and the human resource.

Review of Committee Function and Charter

The Committee shall ensure that there is an annual performance evaluation of the committee. Also, the Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any changes to the Board of Directors.