Exhibit 10(dd)

DEMAND LOAN AGREEMENT(this "Agreement")
  dated as of August 20, 2004 among CEP Lending, Inc. (the
  "Lender") and PPL Energy Funding Corporation (the "Borrower").

The Borrower has requested the Lender, and the Lender has agreed,
  to provide a credit facility to the Borrower in an aggregate principal amount
  of up to $300,000,000 on the terms and conditions set out in this Agreement.

ARTICLE I
  DEFINITIONS

Section 1.01   Definitions.
  Capitalized terms used in this Agreement shall have the respective meanings
  set forth below.

"Agreement" means this Loan Agreement, as
  amended, restated, supplemented or modified from time to time.

"Availability Period" means the period from
  and including the Closing Date to but excluding the Termination Date.

"Bankruptcy Code" means the Bankruptcy Reform
  Act of 1978, as amended, or any successor statute.

"Borrower" is defined in the introductory
  paragraph of this Agreement.

"Business Day" means any day except a Saturday,
  Sunday or other day on which commercial banks in Allentown, Pennsylvania and
  New York, New York are authorized by law to close.

"Closing Date" means the date hereof.

"Commitment" means the commitment of the Lender
  to make Loans under Section 2.01 of this Agreement.

"Credit Rating" means (i) with respect to
  any entity other than a financial institution, the current (A) rating issued
  or maintained by S&P or Moody's with respect to such entity's senior, unsecured
  debt securities or (B) corporate credit rating or long-term issuer rating issued
  or maintained with respect to such entity by S&P or Moody's, or (ii) if
  such entity is a financial institution, the ratings issued or maintained by
  S&P or Moody's with respect to such entity's long-term, unsecured, unsubordinated
  deposits.

"Default" means any condition or event which
  constitutes an Event of Default or which with the giving of notice or lapse
  of time or both would, unless cured or waived, become an Event of Default.

"Dollars" and the sign "$" means
  lawful money of the United States of America.

"Event of Default" has the meaning set forth
  in Section 5.01.

"Interest Period" means, unless otherwise
  agreed to by the Borrower and the Lender, a period commencing on the first day
  of each calendar quarter and ending on the last day of such calendar quarter;
  provided, that no Interest Period shall end after the Termination Date.

"Investment Grade Entity" means an entity
  having a Credit Rating of BBB- or above from S&P or Baa3 or above from Moody's.

"Lender" is defined in the introductory paragraph
  of this Agreement.

"Loan" means a demand loan made by the Lender
  to the Borrower pursuant to the terms of this Agreement.

"Loan Documents" means this Agreement and
  the Notes, collectively.

"London Interbank Offered Rate" means, for any Interest Period,
  the interest rate for deposits in Dollars for a three-month period which appears
  on Telerate Page 3750 (or any successor page) as the London interbank offered
  rate for deposits in Dollars at approximately 11:00 a.m. (London time) one Business
  Day before the first day of such Interest Period; provided, however,
  if more than one rate is specified on Telerate page 3750, the applicable rate
  shall be the arithmetic means of all such rates. If for any reason such rate
  is not available, the term "London Interbank Offered Rate" means for
  any Interest Period, the rate per annum appearing on Reuters Screen LIBO Page
  as the London interbank offered rate for deposits in Dollars at approximately
  11:00 a.m. (London time) one Business Day before the first day of such Interest
  Period for a period of time comparable to such Interest Period; provided,
  however, that if more than one such rate is specified on Reuters Screen
  LIBO Page, the applicable rate shall be the arithmetic mean of all such rates
  (rounded upwards, if necessary, to the nearest 1/100 of 1%). If for any reason
  the London interbank offered rate is not available on either Telerate page 3750
  or Reuters Screen LIBO Page, the term "London Interbank Offered Rate"
  means for any Interest Period, the rate per annum at which deposits in Dollars
  are offered to Wachovia Bank, National Association in the London interbank market
  at approximately 11:00 a.m. (London time) one Business Day before the first
  day of such Interest Period in an amount approximately equal to the principal
  amount of the Loan to which such Interest Period is to apply and for a period
  of time comparable to such Interest Period.

"Maximum Commitment" has the meaning set forth in Section
  2.01.

"Moody's" means Moody's Investors Service, Inc., or any successor
  thereto.

"Note" means any promissory note issued pursuant to this Agreement
  to evidence the obligation of the Borrower to repay outstanding Loans.

"Notice of Borrowing" has the meaning set
  forth in Section 2.02.

"PPL Energy Supply" means PPL Energy Supply,
  LLC, or any successor thereto.

"S&P" means the Standard & Poor's Rating Group, a
  division of The McGraw-Hill Companies, Inc., or any successor thereto.

"Termination Date" means December 31, 2009
  or such earlier date upon which the Commitment shall have been terminated in
  its entirety in accordance with this Agreement or the Agreement shall have been
  otherwise terminated.

ARTICLE II
  THE LOANS

Section 2.01   Commitment to Lend.
  Subject to Sections 2.07 and 6.01(c), the Lender agrees, on the terms and conditions
  set forth in this Agreement, to make Loans to the Borrower pursuant to this
  Section 2.01 from time to time during the Availability Period in amounts such
  that the aggregate of all outstanding Loans shall not exceed $300,000,000 (the
  "Maximum Commitment"). Within the foregoing limits, the Borrower may
  borrow under this Section 2.01, repay or prepay Loans and reborrow under this
  Section 2.01.

Section 2.02   Notice of Borrowings.
  The Borrower shall give the Lender notice, either in writing or electronically
  (a "Notice of Borrowing"), specifying (i) the date of such Loan, which
  shall be a Business Day; and (ii) the aggregate amount of such Loan.

Section 2.03   Irrevocability of
  Notice; Funding of Loans.

(a)   Irrevocability of Notice.
  Upon the Lender's receipt of a Notice of Borrowing, such Notice of Borrowing
  shall not thereafter be revocable by the Borrower.

(b)   Funding of Loans. The Lender
  shall make available each Loan, in United States Federal or other funds immediately
  available in Allentown, Pennsylvania, to the Borrower for credit to any bank
  account designated by the Borrower from time to time not later than 6:00 p.m.
  (Allentown, Pennsylvania time) on the date of each Loan.

Section 2.04   Noteless Agreement;
  Evidence of Indebtedness.

(a)   The Lender shall maintain an account or
  accounts evidencing the indebtedness of the Borrower to the Lender resulting
  from each Loan made by the Lender from time to time, including (i) the amount
  of each Loan made hereunder and the Interest Period with respect thereto, (ii)
  the amount of any principal or interest due and payable or to become due and
  payable from the Borrower to the Lender hereunder and (iii) the amount of any
  sum received for the benefit of the Lender hereunder from the Borrower.

(b)   The entries maintained in the accounts
  maintained pursuant to paragraph (a) above shall be prima facie evidence
  of the existence and amounts of the principal and interest payment obligations
  therein recorded; provided, however,that the failure of
  the Lender to maintain such accounts or any error therein shall not in any manner
  affect the obligation of the Borrower to repay the principal and interest payment
  obligations in accordance with their terms.

(c)   The Lender may request that its Loans
  be evidenced by a Note. In such event, the Borrower shall prepare, execute and
  deliver to the Lender a Note payable to the order of the Lender. Thereafter,
  the Loans evidenced by such Note and interest thereon shall at all times be
  represented by one or more Notes payable to the order of the payee named therein
  (or any assignee), except to the extent that the Lender or an assignee subsequently
  returns any such Note for cancellation and requests that such Loans once again
  be evidenced as described in paragraph (a) above.

Section 2.05   Interest Rates.

(a)   Interest Rates. Each Loan
  shall bear interest on the outstanding principal amount thereof, for each day
  during the Interest Period applicable thereto, at a rate per annum equal to
  the sum of the London Interbank Offered Rate for such Interest Period plus 1.25%.
  Such interest shall be payable for each Interest Period on the twentieth (20th)
  calendar day (or, if such calendar day is not a Business Day, the next following
  Business Day) following the last day of such Interest Period. Any overdue principal
  of or interest on any Loan shall bear interest, payable on demand, for each
  day until paid at a rate per annum equal to the sum of 2% plus the London Interbank
  Offered Rate applicable to such Loan at the date such payment was due.

(b)   Determination and Notice of Interest
  Rates. The same interest rate shall apply to all outstanding Loans during
  an Interest Period. The Lender shall determine the interest rate applicable
  to all Loans during each Interest Period one Business Day before the first day
  of such Interest Period. The Lender shall give prompt notice to the Borrower
  of each rate of interest so determined, and its determination thereof shall
  be conclusive in the absence of manifest error.

Section 2.06   Optional Prepayments
  and Repayments. The Borrower may prepay any Loan, in each case in whole
  or in part at any time, or from time to time.

Section 2.07   General Provisions
  as to Payments. The Borrower shall make each payment of principal of
  and interest on the Loans not later than 6:00 p.m. (Allentown, Pennsylvania
  time) on the third business day following receipt of demand notice from the
  Lender and otherwise on the date when due, without set-off, counterclaim or
  other deduction, in United States Federal or other funds immediately available,
  to the Lender at any bank account designated by the Lender from time to time.
  If the date for any payment of principal is extended by operation of law or
  otherwise, interest thereon shall be payable for such extended time.

Section 2.08   Computation of Interest
  and Fees. All interest and fees shall be computed on the basis of a
  year of 360 days and paid for the actual number of days elapsed (including the
  first day but excluding the last day).

ARTICLE III
  CONDITIONS TO LOANS

Section 3.01   Conditions to All
  Loans. The obligation of the Lender to make any Loan is subject to the
  satisfaction of the following conditions:

(a)   receipt by the Lender of a Notice of Borrowing
  as required by Section 2.02;

(b)   the fact that, immediately before and
  after giving effect to such Loan, no Default or Event of Default shall have
  occurred and be continuing;

(c)   the fact that the representations and
  warranties of the Borrower contained in the Loan Documents shall be true and
  correct on and as of the date of such Loan;

(d)   receipt by the Lender of such other assurances,
  certificates, documents, consents or opinions as the Lender may reasonably request,
  in each case in form and substance satisfactory to them.

Each Loan shall be deemed to be a representation and warranty
  by the Borrower on the date of such Loan as to the facts specified in clauses
  (b) and (c) of this Section.

ARTICLE IV
  REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

Section 4.01   Status.
  The Borrower is a corporation duly organized, validly existing and in good standing
  under the laws of the Commonwealth of Pennsylvania and has the corporate authority
  to make and perform each Loan Document.

Section 4.02   Authority; No Conflict.
  The execution, delivery and performance by the Borrower of each Loan Document
  have been duly authorized by all necessary corporate action and do not violate
  (i) any provision of law or regulation, or any decree, order, writ or judgment,
  (ii) any provision of its articles of incorporation or bylaws, or (iii) result
  in the breach of or constitute a default under any indenture or other agreement
  or instrument to which the Borrower is a party.

Section 4.03   Legality; Etc.
  Each Loan Document constitutes the legal, valid and binding obligation of the
  Borrower, and the Notes, when executed and delivered in accordance with this
  Agreement, will constitute legal, valid and binding obligations of the Borrower,
  in each case enforceable against the Borrower in accordance with their terms
  except to the extent limited by (a) bankruptcy, insolvency, fraudulent conveyance
  or reorganization laws or by other laws relating to or affecting the enforceability
  of creditors' rights generally and by general equitable principles which may
  limit the right to obtain equitable remedies regardless of whether enforcement
  is considered in a proceeding of law or equity or (b) any applicable public
  policy on enforceability of provisions relating to contribution and indemnification.

Section 4.04   Compliance with
  Laws. To the knowledge of the Borrower, the Borrower is in compliance
  with all applicable laws, regulations and orders of any governmental authority,
  domestic or foreign, in respect of the conduct of its business and the ownership
  of its property, except to the extent (a) such compliance is being contested
  in good faith by appropriate proceedings or (b) non-compliance would not reasonably
  be expected to materially and adversely affect its ability to perform any of
  its obligations under the Loan Documents.

Section 4.05   No Default.
  No Default or Event of Default has occurred and is continuing.

ARTICLE V
  DEFAULTS

Section 5.01   Events of Default.
  If one or more of the following events (each an "Event of Default")
  shall have occurred and be continuing:

(a)   the Borrower shall fail to pay when due
  any principal of the Loans; or

(b)   the Borrower shall fail to pay when due
  any interest on the Loans for five (5) Business Days following the date such
  payment becomes due hereunder; or

(c)   any representation, warranty or certification
  made by the Borrower in any Loan Document shall prove to have been incorrect
  in any material respect when made or deemed made; or

(d)   the Borrower shall commence a voluntary
  case or other proceeding seeking liquidation, reorganization or other relief
  with respect to itself or its debts under any bankruptcy, insolvency or other
  similar law now or hereafter in effect or seeking the appointment of a trustee,
  receiver, liquidator, custodian or other similar official of it or any substantial
  part of its property, or shall consent to any such relief or to the appointment
  of or taking possession by any such official in an involuntary case or other
  proceeding commenced against it, or shall make a general assignment for the
  benefit of creditors, or shall fail generally to pay, or shall admit in writing
  its inability to pay, its debts as they become due, or shall take any corporate
  action to authorize any of the foregoing; or

(e)   an involuntary case or other proceeding
  shall be commenced against the Borrower seeking liquidation, reorganization
  or other relief with respect to it or its debts under any bankruptcy, insolvency
  or other similar law now or hereafter in effect or seeking the appointment of
  a trustee, receiver, liquidator, custodian or other similar official of it or
  any substantial part of its property, and such involuntary case or other proceeding
  shall remain undismissed and unstayed for a period of 60 days; or an order for
  relief shall be entered against the Borrower under the Bankruptcy Code;

then, and in every such event, while such event is continuing,
  the Lender may (A) by notice to the Borrower terminate the Commitment, and the
  Commitment shall thereupon terminate, and (B) by notice to the Borrower declare
  the Loans (together with accrued interest and accrued and unpaid fees thereon)
  to be, and the Loans shall thereupon become, immediately due and payable without
  presentment, demand, protest or other notice of any kind (except as set forth
  in clause (A) above), all of which are hereby waived by the Borrower; provided,
  that, in the case of any Default or any Event of Default specified in clause
  5.01(d) or 5.01(e) above with respect to the Borrower, without any notice to
  the Borrower or any other act by the Lender, the Commitment shall thereupon
  terminate and the Loans (together with accrued interest and accrued and unpaid
  fees thereon) shall become immediately due and payable without presentment,
  demand, protest or other notice of any kind, all of which are hereby waived
  by the Borrower. Nothing in this Article V or elsewhere in this Agreement shall
  alter the nature of this Agreement as a demand loan agreement or alter or otherwise
  diminish the Lender's rights at any time to declare the Loans (together with
  accrued interest and accrued and unpaid fees thereon, if applicable) due and
  payable with three business days' notice, irrespective of whether a Default
  or an Event of Default then exists.

ARTICLE VI

COLLATERAL REQUIREMENT

Section 6.01   Collateral Requirement.
  The Borrower hereby represents, warrants and undertakes to the Lender as follows:

(a)   As of the date hereof, PPL Energy Supply
  is a wholly owned subsidiary of the Borrower and its Credit Ratings are BBB
  by S&P or Baa2 by Moody's.

(b)   The Borrower will notify the Lender promptly
  of any downgrade in PPL Energy Supply's Credit Ratings.

(c)   If PPL Energy Supply's Credit Ratings
  are downgraded below BBB by S&P and Baa2 by Moody's, the Borrower will (i)
  promptly (and, in any event with ten (10) days) thereafter notify the Lender
  thereof and (ii) cause PPL Energy Supply to provide to the Lender, within thirty
  (30) days thereafter, (x) a letter of credit, in form and substance reasonably
  acceptable to the Lender, from any of PPL Energy Supply's then-existing credit
  facilities (or, if no such credit facility exists or PPL Energy Supply is unable
  to cause a letter of credit to be issued thereunder, from an Investment Grade
  Entity reasonably acceptable to the Lender), or (y) other comparable form of
  credit support acceptable to the Lender in its sole discretion, in each case
  in a face or principal amount equal to the aggregate principal amount of all
  Loans then outstanding plus any accrued and unpaid interest thereon; provided,
  that the Lender shall not thereafter be required to make any additional Loans
  to the Borrower unless and until the face or principal amount of such letter
  of credit or other comparable form of credit support is increased by the amount
  of any such additional Loans. The Lender shall be entitled to draw upon any
  such letter of credit or other comparable form of credit support only in the
  amount and to the extent that the Borrower fails to make a payment in accordance
  with the terms of this Agreement. In the event that, at any time after the issuance
  of any such letter of credit or other comparable form of credit support in favor
  of the Lender, this Agreement is terminated in accordance with its terms (other
  as a result of the termination of the Commitment pursuant to Section 5.01 while
  any amounts are outstanding hereunder) or PPL Energy Supply's Credit Ratings
  are upgraded to BBB or above by S&P or Baa2 or above by Moody's, then the
  Lender shall return to PPL Energy Supply such letter of credit or other comparable
  form of credit support for cancellation (or otherwise cause such letter of credit
  or other comparable form of credit support to be cancelled).

ARTICLE VII
  MISCELLANEOUS

Section 7.01   Notices.
  Except as otherwise expressly provided herein, all notices and other communications
  shall have been duly given and shall be effective (i) when delivered, (ii) when
  transmitted via telecopy (or other facsimile device) to the number set out below,
  (iii) the Business Day following the day on which the same has been delivered
  prepaid (or on an invoice basis) to a reputable national overnight air courier
  service or (iv) the third Business Day following the day on which the same is
  sent by certified or registered mail, postage prepaid, in each case to the respective
  parties at the address or telecopy numbers set forth below, or at such other
  address as such party may specify by written notice to the other party hereto:

if to the Lender:

CEP Lending, Inc.
  3993 Howard Hughes Parkway, Suite 250 
  Las Vegas, Nevada 89109
  Attention: Mindy Riddle
  Telephone: 702-866-2203
  Facsimile: 702-866-2244

if to the Borrower:

PPL Energy Funding Corporation
  Two North Ninth Street
  Allentown, PA 18101-1179
  Attention: Treasury Department, GENTW14
  Telephone: 610-774-5771
  Facsimile: 610-774-5235

Section 7.02   Termination.
  The Lender may terminate this Agreement at any time with three business days'
  notice to the Borrower. The Borrower may terminate this Agreement at any time
  with three business days' notice to the Lender; provided, that no such termination
  shall be effective unless and until all amounts outstanding hereunder (including
  any accrued and unpaid interest) have been paid in full to the Lender.

Section 7.03   No Waivers; Non-Exclusive
  Remedies. No failure by the Lender to exercise, no course of dealing
  with respect to, and no delay in exercising any right, power or privilege hereunder
  or under any Loan Document shall operate as a waiver thereof nor shall any single
  or partial exercise thereof preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege. The rights and remedies
  provided in the Loan Documents shall be cumulative and not exclusive of any
  rights or remedies provided by law.

Section 7.04   Amendments and Waivers.
  Any provision of this Agreement or the Notes may be amended or waived if, but
  only if, such amendment or waiver is in writing and is signed by the Borrower
  and the Lender.

Section 7.05   Successors and Assigns.
  The provisions of this Agreement shall be binding upon and inure to the benefit
  of the parties hereto and their respective successors and permitted assigns.
  The Borrower may not assign this Agreement or its obligations hereunder or under
  the Notes without the prior written consent of the Lender.

Section 7.06   Governing Law.
  This Agreement and each Note shall be governed by and construed in accordance
  with the internal laws of the State of New York.

Section 7.07   Counterparts; Integration;
  Effectiveness. This Agreement may be signed in any number of counterparts,
  each of which shall be an original, with the same effect as if the signatures
  thereto and hereto were upon the same instrument. This Agreement and the Notes
  constitute the entire agreement and understanding among the parties hereto and
  supersede any and all prior agreements and understandings, oral or written,
  relating to the subject matter hereof and thereof.

[signature page follows]



IN WITNESS WHEREOF, the parties hereto
  have caused this Agreement to be duly executed by their respective authorized
  officers as of the day and year first above written.



| | CEP LENDING, INC., as the Lender  
| | ----------------------------------
| | By: 
        Name: 
        Title:

| | PPL ENERGY FUNDING CORPORATION, as the Borrower
| | -----------------------------------------------
| | By: 
        Name: 
        Title: