Exhibit 4(h)-4

________________________________________

PPL ENERGY SUPPLY, LLC,
  Issuer
  TO
  JPMORGAN CHASE BANK
  (formerly known as The Chase Manhattan Bank),
  Trustee

_________

Supplemental Indenture No. 2

Dated as of August 15, 2004

Supplemental to the Indenture
  dated as of October 1, 2001
  Establishing a series of Securities designated
  Senior Notes, 5.40% Series due 2014
  limited in aggregate principal amount to $300,000,000

________________________________________



SUPPLEMENTAL INDENTURE NO. 2, dated as of August 15,
  2004 between PPL ENERGY SUPPLY, LLC, a limited liability company duly
  organized and existing under the laws of the State of Delaware (herein called
  the "Company"), and JPMORGAN CHASE BANK, a New York banking
  corporation (formerly known as The Chase Manhattan Bank), as Trustee (herein
  called the "Trustee"), under the Indenture dated as of October 1,
  2001 (hereinafter called the "Original Indenture"), this Supplemental
  Indenture No. 2 being supplemental thereto. The Original Indenture and any and
  all indentures and instruments supplemental thereto are hereinafter sometimes
  collectively called the "Indenture."

Recitals of the Company

The Original Indenture was authorized, executed and delivered
  by the Company to provide for the issuance by the Company from time to time
  of its Securities (such term and all other capitalized terms used herein without
  definition having the meanings assigned to them in the Original Indenture),
  to be issued in one or more series as contemplated therein.

As contemplated by Sections 301 and 1201(f) of the Original
  Indenture, the Company wishes to establish a series of Securities to be designated
  "Senior Notes, 5.40% Series due 2014" to be limited in aggregate principal
  amount (except as contemplated in Section 301(b) and the last paragraph of Section
  301 of the Original Indenture) to $300,000,000, such series of Securities to
  be hereinafter sometimes called "Series No. 3."

The Company has duly authorized the execution and delivery
  of this Supplemental Indenture No. 2 to establish the Securities of Series No.
  3 and has duly authorized the issuance of such Securities; and all acts necessary
  to make this Supplemental Indenture No. 2 a valid agreement of the Company and
  to make the Securities of Series No. 3 valid obligations of the Company have
  been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 2 WITNESSETH:

For and in consideration of the premises and of the purchase
  of the Securities by the Holders thereof, it is mutually covenanted and agreed,
  for the equal and proportionate benefit of all Holders of the Securities of
  Series No. 3, as follows:

ARTICLE ONE
  Third Series of Securities

Section   1.There
  is hereby created a series of Securities designated "Senior Notes, 5.40%
  Series due 2014" and limited in aggregate principal amount (except as contemplated
  in Section 301(b) and the last paragraph of Section 301 of the Original Indenture)
  to $300,000,000. The form and terms of the Securities of Series No. 3 shall
  be established in an Officer's Certificate of the Company, as contemplated by
  Section 301 of the Original Indenture.

Section 2.The
  Company hereby agrees that, if the Company shall make any deposit of money and/or
  Eligible Obligations with respect to any Securities of Series No. 3, or any
  portion of the principal amount thereof, as contemplated by Section 701 of the
  Indenture, the Company shall not deliver an Officer's Certificate described
  in clause (z) in the first paragraph of said Section 701 unless the Company
  shall also deliver to the Trustee, together with such Officer's Certificate,
  either:

(A)     an instrument wherein the
  Company, notwithstanding the satisfaction and discharge of its indebtedness
  in respect of such Securities, shall assume the obligation (which shall be absolute
  and unconditional) to irrevocably deposit with the Trustee or Paying Agent such
  additional sums of money, if any, or additional Eligible Obligations (meeting
  the requirements of Section 701), if any, or any combination thereof, at such
  time or times, as shall be necessary, together with the money and/or Eligible
  Obligations theretofore so deposited, to pay when due the principal of and premium,
  if any, and interest due and to become due on such Securities or portions thereof,
  all in accordance with and subject to the provisions of said Section 701; provided,
  however, that such instrument may state that the obligation of the Company
  to make additional deposits as aforesaid shall arise only upon the delivery
  to the Company by the Trustee of a notice asserting the deficiency and showing
  the calculation thereof and shall continue only until the Company shall have
  delivered to the Trustee an opinion of an independent public accountant of nationally
  recognized standing to the effect that no such deficiency exists and showing
  the calculation of the sufficiency of the deposits then held by the Trustee;
  or

(B)     an Opinion of Counsel to the
  effect that the Holders of such Securities, or portions of the principal amount
  thereof, will not recognize income, gain or loss for United States federal income
  tax purposes as a result of the satisfaction and discharge of the Company's
  indebtedness in respect thereof and will be subject to United States federal
  income tax on the same amounts, at the same times and in the same manner as
  if such satisfaction and discharge had not been effected.

Section 3.The
  Company agrees that for so long as any Securities of Series No. 3 shall remain
  Outstanding, without consent of the Holders of a majority in principal amount
  of the Outstanding Securities of such series, the Company shall not create,
  incur or assume any Lien (other than Permitted Liens) upon any property of the
  Company, whether now owned or hereafter acquired, in order to secure any Debt
  of the Company. The foregoing agreement shall not restrict the ability of Subsidiaries
  or Affiliates of the Company to create, incur or assume any Lien upon their
  properties or assets.

Section 4.The
  provisions of Section 3 above shall not prohibit the creation, issuance, incurrence
  or assumption of any Lien if either

(A)     the Company shall make effective
  provision whereby all Securities of Series No. 3 then Outstanding shall be secured
  equally and ratably with all other Debt then outstanding under such Lien; or

(B)     the Company shall deliver
  to the Trustee bonds, notes or other evidences of indebtedness secured by the
  Lien which secures such Debt (hereinafter called "Secured Obligations")
  (I) in an aggregate principal amount equal to the aggregate principal amount
  of the Securities of Series No. 3 then Outstanding, (II) maturing (or being
  subject to mandatory redemption) on such dates and in such principal amounts
  that, at each Stated Maturity of the Outstanding Securities of Series No. 3,
  there shall mature (or be redeemed) Secured Obligations equal in principal amount
  to such Securities then to mature and (III) containing, in addition to any mandatory
  redemption provisions applicable to all Secured Obligations outstanding under
  such Lien and any mandatory redemption provisions contained therein pursuant
  to clause (II) above, mandatory redemption provisions correlative to the provisions,
  if any, for the mandatory redemption (pursuant to a sinking fund or otherwise)
  of the Securities of Series No. 3 or for the redemption thereof at the option
  of the Holder, as well as a provision for mandatory redemption upon an acceleration
  of the maturity of all Outstanding Securities of Series No. 3 following an Event
  of Default (such mandatory redemption to be rescinded upon the rescission of
  such acceleration); it being expressly understood that such Secured Obligations
  (X) may, but need not, bear interest, (Y) may, but need not, contain provisions
  for the redemption thereof at the option of the issuer, any such redemption
  to be made at a redemption price or prices not less than the principal amount
  thereof and (Z) shall be held by the Trustee for the benefit of the Holders
  of all Securities of Series No. 3 from time to time Outstanding subject to such
  terms and conditions relating to surrender to the Company, transfer restrictions,
  voting, application of payments of principal and interest and other matters
  as shall be set forth in an indenture supplemental hereto specifically providing
  for the delivery to the Trustee of such Secured Obligations.

Section 5.If
  the Company shall elect either of the alternatives described in Section 4 above,
  the Company shall deliver to the Trustee:

(A)     an indenture supplemental
  to the Original Indenture (I) together with any appropriate inter-creditor arrangements,
  whereby such Securities of Series No. 3 then Outstanding shall be secured by
  the Lien referred to in Section 4 above equally and ratably with all other indebtedness
  secured by such Lien or (II) providing for the delivery to the Trustee of Secured
  Obligations; and

(B)     an Officer's Certificate (I)
  stating that, to the knowledge of the signer, (1) no Event of Default has occurred
  and is continuing and (2) no event has occurred and is continuing which entitles
  the secured party under such Lien to accelerate the maturity of the indebtedness
  outstanding thereunder and (II) stating the aggregate principal amount of indebtedness
  issuable, and then proposed to be issued, under and secured by such Lien; and

(C)     an Opinion of Counsel (I)
  if the Securities of Series No. 3 then Outstanding are to be secured by such
  Lien, to the effect that all such Securities then Outstanding are entitled to
  the benefit of such Lien equally and ratably with all other indebtedness outstanding
  under such Lien or (II) if Secured Obligations are to be delivered to the Trustee,
  to the effect that such Secured Obligations have been duly issued under such
  Lien and constitute valid obligations, entitled to the benefit of such Lien
  equally and ratably with all other indebtedness then outstanding under such
  Lien.

Section 6.The
  Company agrees that for so long as any Securities of Series No. 3 shall remain
  Outstanding, and except for the sale of the properties and assets of the Company
  substantially as an entirety pursuant to Article Eleven of the Original Indenture,
  and other than assets required to be sold to conform with governmental requirements,
  the Company shall not, and shall not permit any of its Subsidiaries to, consummate
  any Asset Sale, if the aggregate net book value of all such Asset Sales consummated
  during the four calendar quarters immediately preceding any date of determination
  would exceed 15% of the consolidated assets of the Company and its consolidated
  Subsidiaries as of the beginning of the Company's most recently ended full fiscal
  quarter; provided, however, that any such Asset Sale will be disregarded
  for purposes of the 15% limitation specified above (i) if any such Asset Sale
  is in the ordinary course of business, (ii) to the extent that such assets are
  worn out or are no longer useful or necessary in connection with the operation
  of the business of the Company or its Subsidiaries, (iii) to the extent such
  assets are being transferred to a wholly-owned Subsidiary of the Company, (iv)
  to the extent any such assets subject to any such Asset Sale involve transfers
  of assets of or equity interests in connection with (a) the formation of any
  joint venture between the Company or any of its Subsidiaries and any other entity,
  or (b) any project development and acquisition activities, and (v) if the proceeds
  thereof (a) are, within 12 months of such Asset Sale, invested or reinvested
  by the Company or any Subsidiary in a Permitted Business, (b) are used by the
  Company or a Subsidiary to repay Debt of the Company or such Subsidiary, or
  (c) are retained by the Company or its Subsidiaries. Additionally, if prior
  to any Asset Sale that otherwise would cause the 15% limitation to be exceeded,
  Moody's and S&P confirm the then current long term debt rating of such Securities
  of Series No. 3 after giving effect to such Asset Sale, such Asset Sale shall
  also be disregarded for purposes of the foregoing limitations.

Section 7.So
  long as any Securities of Series No. 3 shall remain Outstanding, the following
  event shall be an Event of Default with respect to the Securities of Series
  No. 3: the occurrence of a matured event of default, as defined in any instrument
  of the Company under which there may be issued or evidenced any Debt of the
  Company, that has resulted in the acceleration of such Debt in excess of $25,000,000,
  or any default in payment of Debt in excess of $25,000,000 at final maturity,
  after the expiration of any applicable grace or cure periods; provided,
  however, that the waiver or cure of any such default under any such instrument
  or Debt shall constitute a waiver and cure of the corresponding Event of Default
  under the Indenture and the rescission and annulment of the consequences thereof
  shall constitute a rescission and annulment of the corresponding consequences
  under the Indenture.

Section 8.So
  long as any Securities of Series No. 3 shall remain Outstanding, for purposes
  of Section 1101(a) of the Indenture, "corporation" shall be deemed
  to refer to a corporation or limited liability company. For all other purposes,
  the definition of "corporation" in Section 101 of the Original Indenture
  shall govern.

Section 9.For
  the purposes of this Article One, except as otherwise expressly provided or
  unless the context otherwise requires:

(A)     "Asset Sale" shall
  mean any sale of any assets of the Company or its Subsidiaries including by
  way of the sale by the Company or any of its Subsidiaries of equity interests
  in such Subsidiaries.

(B)     "Debt", with respect
  to any Person, means (A) indebtedness of such Person for borrowed money evidenced
  by a bond, debenture, note or other similar written instrument or agreement
  by which such Person is obligated to repay such borrowed money and (B) any guaranty
  by such Person of any such indebtedness of another Person. "Debt"
  does not include, among other things, (W) indebtedness of such Person under
  any installment sale or conditional sale agreement or any other agreement relating
  to indebtedness for the deferred purchase price of property or services, (X)
  any trade obligations (including obligations under agreements relating to the
  purchase and sale of any commodity, including power purchase or sale agreements,
  and any commodity hedges or derivatives regardless or whether such transaction
  is a "financial" or physical transaction) or other obligations of
  such Person in the ordinary course of business, (Y) obligations of such Person
  under any lease agreement (including any lease intended as security), whether
  or not such obligations are required to be capitalized on the balance sheet
  of such Person under generally accepted accounting principles, or (Z) liabilities
  secured by any Lien on any property owned by such Person if and to the extent
  that such Person has not assumed or otherwise become liable for the payment
  thereof.

(C)     "Lien" means any
  lien, mortgage, deed of trust, pledge or security interest, in each case, intended
  to secure the repayment of Debt, except for any Permitted Lien.

(D)     "Material Subsidiary"
  means PPL Global, LLC, a Delaware limited liability company, PPL EnergyPlus,
  LLC, a Delaware limited liability company, or PPL Generation, LLC, a Delaware
  limited liability company.

(E)     "Moody's" means
  Moody's Investors Service, Inc. and its successors and assigns, or absent a
  successor, or if such entity ceases to rate the Securities of Series No. 3,
  such other nationally recognized statistical rating organization as the Company
  may designate by notice to the Trustee.

(F)     "Permitted Business"
  means a business that is the same or similar to the business of the Company
  or any Subsidiary as of the date that Securities of Series No. 3 are first authenticated
  hereunder, or any business reasonably related thereto.

(G)     "Permitted Liens"
  means

(i)     any
  Liens existing at August 19, 2004;

(ii)     any
  vendors' Liens, purchase money Liens and other Liens on property at the time
  of acquisition thereof by the Company and Liens to secure or provide for the
  construction or improvement of property provided that no such Lien shall extend
  to or cover any other property of the Company;

(iii)     any
  Liens on cash or securities (other than limited liability company interests
  issued by any Material Subsidiary) on hand or in banks or other financial institutions,
  deposit accounts and interests in general or limited partnerships;

(iv)     any
  Liens on the equity interest of any Subsidiary that is not a Material Subsidiary;

(v)     any
  Liens on property or shares of capital stock, or arising out of any Debt of
  any corporation existing at the time the corporation becomes or is merged or
  consolidated into the Company;

(vi)     any
  Liens in connection with the issuance of tax-exempt industrial development or
  pollution control bonds or other similar bonds issued pursuant to Section 103(b)
  of the Internal Revenue Code of 1986, as amended (or any successor provision),
  to finance all or any part of the purchase price of or the cost of constructing,
  equipping or improving property, provided that such Liens are limited to the
  property acquired or constructed or improved and to substantially unimproved
  real property on which such construction or improvement is located; provided,
  further, that the Company may further secure all or any part of such
  purchase price or the cost of construction or improvement by an interest on
  additional property of the Company only to the extent necessary for the construction,
  maintenance and operation of, and access to, such property so acquired or constructed
  or such improvement;

(vii)     any
  Liens on contracts, leases and other agreements of whatsoever kind and nature;
  any Liens on contract rights, bills, notes and other instruments; any Liens
  on revenues, income and earnings, accounts, accounts receivable and unbilled
  revenues, claims, credits, demands and judgments; any Liens on governmental
  and other licenses, permits, franchises, consents and allowances; and any Liens
  on patents, patent licenses and other patent rights, patent applications, trade
  names, trademarks, copyrights, claims, credits, choses in action and other intangible
  property and general intangibles including, but not limited to, computer software;

(viii)     any
  Liens securing Debt which matures less than one year from the date of issuance
  or incurrence thereof and is not extendible at the option of the issuer, and
  any refundings, refinancings and/or replacements of any such Debt by or with
  similar secured Debt;

(ix)     any
  Liens on automobiles, buses, trucks and other similar vehicles and movable equipment;
  vessels, boats, barges and other marine equipment; airplanes, helicopters, aircraft
  engines and other flight equipment; parts, accessories and supplies used in
  connection with any of the foregoing;

(x)     any
  Liens on furniture and furnishings, and computers, data processing, data storage,
  data transmission, telecommunications and other equipment and facilities, equipment
  and apparatus, which, in any case, are used primarily for administrative or
  clerical purposes;

(xi)     any
  Liens on property which is the subject of a lease agreement designating the
  Company as lessee and all right, title and interest of the Company in and to
  such property and in, to and under such lease agreement, whether or not such
  lease agreement is intended as security;

(xii)     other
  Liens securing Debt the principal amount of which does not exceed 10% of the
  total assets of the Company and its consolidated Subsidiaries as shown on the
  Company's most recent audited consolidated balance sheet; and

(xiii)     any
  Liens granted in connection with extending, renewing, replacing or refinancing,
  in whole or in part, the Debt secured by liens described in the foregoing clauses
  (i) through (xii), to the extent of such Debt so extended, renewed, replaced
  or refinanced.

(H)     "S&P" means
  Standard & Poor's Ratings Services, a division of The McGraw Hill Companies,
  Inc. and its successors and assigns, or absent a successor, or if such entity
  ceases to rate the Securities of Series No.3, such other nationally recognized
  statistical rating organization as the Company may designate by notice to the
  Trustee.

(I)     "Subsidiary" means
  any corporation a majority of the outstanding Voting Stock of which is owned,
  directly or indirectly, by the Company or by one or more other Subsidiaries
  of the Company.

(J)     "Voting Stock" means
  stock (or other interests) of a corporation having voting power for the election
  of directors, managers or trustees thereof, whether at all times or only so
  long as no senior class of stock has such voting power by reason of any contingency.

ARTICLE TWO
  Miscellaneous Provisions

Section
  1.This
  Supplemental Indenture No. 2 is a supplement to the Original Indenture. As supplemented
  by this Supplemental Indenture No. 2, the Indenture is in all respects ratified,
  approved and confirmed, and the Original Indenture and this Supplemental Indenture
  No. 2 shall together constitute one and the same instrument.

Section 2.The
  recitals contained in this Supplemental Indenture No. 2 shall be taken as the
  statements of the Company and the Trustee assumes no responsibility for their
  correctness and makes no representations as to the validity or sufficiency of
  this Supplemental Indenture No. 2.

Section 3.This
  instrument may be executed in any number of counterparts, each of which so executed
  shall be deemed to be an original, but all such counterparts shall together
  constitute but one and the same instrument.





IN WITNESS WHEREOF, the parties hereto have caused
  this Supplemental Indenture No. 2 to be duly executed, and their respective
  seals to be hereunto affixed and attested, all as of the day and year first
  written above.



| | PPL ENERGY SUPPLY, LLC            
| | ----------------------------------
| | By:

        Name: 
        Title:

|[SEAL]
      ATTEST: |                                        
|-------------------- | ---------------------------------------
|                     | JPMORGAN CHASE BANK,
        as Trustee
|                     | By:

        Name: 
        Title:     
|[SEAL]
      ATTEST: |