EXHIBIT 4.5
This Preferred Security is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
such limited circumstances.
Unless this Preferred Security is presented by an authorized representative
of the Depositary to PP&L Capital Trust II or its agent for registration of
transfer, exchange or payment, and any Preferred Security issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment hereon is made to Cede & Co. or
to such other entity as is requested by an authorized representative of the
Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
CERTIFICATE NO.: NUMBER OF PREFERRED SECURITIES:
P-1 6,000,000
CUSIP NO. ____________________
CERTIFICATE EVIDENCING PREFERRED SECURITIES
OF
PP&L CAPITAL TRUST II
_______% TRUST ORIGINATED PREFERRED SECURITIES
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
PP&L Capital Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co.(the
"Holder") is the registered owner of preferred securities in the aggregate
liquidation amount of $150,000,000 of the Trust representing an undivided
beneficial ownership interest in the assets of the Trust and designated the PP&L
Capital Trust II ______% Trust Originated Preferred Securities (liquidation
amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be
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subject to, the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust dated as of ________ __, 1997, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Pennsylvania Power & Light
Company, a Pennsylvania corporation ("PP&L"), and The Chase Manhattan Bank, a
New York banking corporation ("Chase"), as guarantee trustee, dated as of
_______ __, 1997, (the "Guarantee"), to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.
Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee and (ii) the Junior Subordinated
Indenture entered into by PP&L and Chase, as trustee, dated as of April 1, 1997.
IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate.
Dated: _______ __, 1997 PP&L Capital Trust II
By:___________________________
Name:
Administrative Trustee
This is one of the Securities referred to in the within mentioned Trust
Agreement.
THE CHASE MANHATTAN BANK,
as Property Trustee
By: ________________________________
Authorized Officer
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ASSIGNMENT
For Value Received, the undersigned assigns and transfers this Preferred
Security to:
(Insert assignee's social security or tax identification number)
(Insert address and zip code of assignee)
and irrevocably appoints
agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.
Date:
Signature:
(Sign exactly as your name appears on the other side of this Preferred
Security Certificate)
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.1
