exv4w33



 





EXHIBIT
4.33




OFFICER’S CERTIFICATE

(Under Section 301 of the Subordinated Indenture of

PPL Energy Supply, LLC




          The undersigned                                         ,                    &nbs
p;                     of PPL ENERGY SUPPLY, LLC (the “Company”), in
accordance with Section 301 of the Subordinated Indenture, dated as of                     , as heretofore
supplemented (the “Subordinated Indenture”, capitalized terms used herein and not defined herein
having the meanings specified in the Subordinated Indenture), of the Company to The Bank of New
York, as Trustee (the “Trustee”), does hereby establish for the series of Securities established in
Supplemental Indenture No.                     , dated as of                                          (the “Supplemental Indenture”), the
following terms and characteristics (the lettered clauses set forth below corresponding to the
lettered clauses of Section 301 of the Subordinated Indenture):





     (a) the title of the Securities of such series shall be “                    % Subordinated
Debentures, Series                     ” (the “Notes”);




     (b) the aggregate principal amount of Notes which may be authenticated and
delivered under the Subordinated Indenture shall be limited to $                                        , except
as contemplated in Section 301(b) and the last paragraph of Section 301 of the
Subordinated Indenture;




     (c) interest on the Notes shall be payable as provided in the form of Note
attached hereto and hereby authorized and approved;




     (d) the date or dates on which the principal of the Notes shall be payable
shall be as provided in the form of Note attached hereto and hereby authorized and
approved; [the Company shall not have the right to extend the Maturity of the Notes,
as contemplated by Section 301(d) of the Subordinated Indenture];




     (e) the Notes shall bear interest as provided in the form of Note attached
hereto and hereby authorized and approved, and the Interest Payment Dates and
Regular Record Dates shall be such dates as are specified in such form; [the Company
shall not have the right to extend any interest payment periods for the Notes, as
contemplated by Sections 301(e) and 312 of the Subordinated Indenture];



 









 






[Insert any provision for interest deferral]




     (f) the Corporate Trust Office of the Trustee in New York, New York shall be
the office or agency of the Company at which the principal of and any premium and
interest, on the Notes shall be payable, at which registration of transfer and
exchange of Notes may be effected and at which notices and demands to or upon the
Company in respect of the Notes and the Subordinated Indenture may be served;
provided, however, that the Company reserves the right to change, by one or more
Officer’s Certificates supplemental to this Officer’s Certificate, any such office
or agency; and provided, further, that the Company reserves the right to designate,
by one or more Officer’s Certificates supplemental to this Officer’s Certificate,
its principal office in Allentown, Pennsylvania, as any such office or agency; the
Trustee shall be the initial Security Registrar and Paying Agent for the Notes;
provided, that the Company reserves the right, by one or more Officer’s Certificates
supplemental to this Officer’s Certificate, to designate a different Security
Registrar or a different or an additional Paying Agent (which in each case, may be
the Company or any Affiliate of the Company) and to remove any Security Registrar or
Paying Agent;




     (g) the Notes shall be redeemable, in whole or in part, at the option of the
Company as and to the extent provided in the form of Note attached hereto and hereby
authorized and approved;




     (h) [insert provisions for other mandatory redemption or repurchase at option
of the Holder];




     (i) the Notes shall be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000, unless otherwise authorized
by the Company;




     (j) [not applicable];




     (k) [not applicable];




     (l) [not applicable];




     (m) [not applicable]; [see clause (e) with respect to the interest rate or
rates on the Notes;]




     (n) [not applicable];




     (o) reference is hereby made to the provisions of Supplemental Indenture No.                     
for an Event of Default in addition to those specified in Section 801 of the
Subordinated Indenture, and for certain covenants of the Company for the benefit of
the Holders of the Notes;




     (p) [not applicable];



2









 






     (q) the only obligations or instruments which shall be considered Eligible
Obligations in respect of the Notes shall be Government Obligations; and the
provisions of Section 701 and 702 of the Subordinated Indenture and Section 2 of
Article One of the Supplemental Indenture shall apply to the Notes;




     (r) [the Notes may be issued in global form (the “Global Notes”) and the
depository for the Global Notes shall initially be The Depository Trust Company
(“DTC”); provided, that the Company reserves the right to provide for
another depository, registered as a clearing agency under the Exchange Act, to act
as depository for the Global Notes (DTC and any such successor depository, the
“Depositary”); beneficial interests in Notes issued in global form may not be
exchanged in whole or in part for individual certificated Notes in definitive form,
and no transfer of a Global Note in whole or in part may be registered in the name
of any Person other than the Depositary or its nominee except that if the Depositary
(A) has notified the Company that it is unwilling or unable to continue as
depository for the Global Notes or (B) has ceased to be a clearing agency registered
under the Exchange Act and, in either case, a successor depository is not appointed
by the Company within 90 days after such notice or cessation, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Notes, will authenticate and deliver Notes in definitive
certificated form in an aggregate principal amount equal to the principal amount of
the Global Note representing such Notes in exchange for such Global Note, such
definitive Notes to be registered in the names provided by the Depositary; each
Global Note (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of the outstanding Notes to be represented by such Global
Note, (ii) shall be registered in the name of the Depositary or its nominee, (iii)
shall be delivered by the Trustee to the Depositary, its nominee, any custodian for
the Depositary or otherwise pursuant to the Depositary’s instruction and (iv) shall
bear a legend restricting the transfer of such Global Note to any person other than
the Depositary or its nominee; none of the Company, the Trustee, any Paying Agent or
any Authenticating Agent will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a Global Note or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests];




     (s) [not applicable];




     (t) reference is made to clause (r) above; no service charge shall be made for
the registration of transfer or exchange of Notes; provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the exchange or transfer;




     (u) [insert alternative holiday provisions, if any];




     (v) (i) except as otherwise determined by the proper officers of the Company
and communicated to the Trustee in a Company Order or as established in one or



3









 






more Officer’s Certificates supplemental to this Officer’s Certificate, the
Notes shall be substantially in the form of Note attached hereto and hereby
authorized and approved and shall have such further terms as are set forth in such
form; and




(ii) [other provisions, if any].



4









 





          IN WITNESS WHEREOF, I have hereunto signed my name this day of                                         .




	 	 	 
	 

	 	PPL ENERGY SUPPLY, LLC
	 
	 	 
	 

	 	 
	 

	 	Name:
	 

	 	Title:






5









 





[FORM OF NOTE]




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




                    

PPL ENERGY SUPPLY, LLC

                    % Subordinated Debentures, Series                     




	 	 	 
	Original Issue Date:

	 	[Redeemable: Yes                     No                    ]
	Stated Maturity:

	 	[Initial Redemption Date:]
	Interest Rate:

	 	[ Initial Redemption Price:]
	Interest Payment Dates:

	 	[Annual Redemption Percentage
Reduction: %]
	First Interest Payment Date:

	 	[Repayable at Option of the Holder: Yes                     No                    ]
	Regular Record Dates:

	 	[Optional Repayment Date(s):]
	Issue Price (                    %):

	 	[Repayment Price: %]
	 

	 	Other/Additional Provisions:






This Security is not a Discount Security within

the meaning of the within-mentioned Indenture




                                                                 
               




	 	 	 
	Principal Amount

	 	No. [  ]
	$[          ]

	 	CUSIP [     ]






     PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws
of the State of Delaware (herein called the “Company,” which term includes any successor under the
Indenture referred to below), for value received, hereby promises to pay to [          ], or
registered assigns, the principal sum of [                    ] ($[          ]) on
the Stated Maturity specified above, and to pay interest on said principal sum from the Original
Issue Date specified above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, [semi-annually] in arrears on the Interest Payment Dates specified above
in each year, commencing [     ], and at Maturity, at the Interest Rate per annum specified above,
until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity
shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in the
Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security



 









 




(or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Interest on this Security shall be computed on the basis of a 360-day year consisting of twelve
30-day months, and with respect to any period less than a full calendar month, on the basis of
actual days elapsed during such period.




     [Insert provisions, if any, relating to alternative interest rate formula.]



     [Insert provisions, if any, relating to interest deferral or maturity extension.]



     Payment of the principal of and premium, if any, on this Security and interest hereon at
Maturity shall be made upon presentation of this Security at the corporate trust office of The Bank
of New York in New York, New York or at such other office or agency as may be designated for such
purpose by the Company from time to time. Payment of interest, if any, on this Security (other
than interest at Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that (a) if such Person shall
be a securities depositary, such payment may be made by such other means in lieu of check as shall
be agreed upon by the Company, the Trustee or other Paying Agent and such Person and (b) if such
Person is a Holder of $10,000,000 or more in aggregate principal amount of Securities of this
series such payment may be in immediately available funds by wire transfer to such account as may
have been designated in writing by the Person entitled thereto as set forth herein in time for the
Paying Agent to make such payments in accordance with its normal procedures. Any such designation
for wire transfer purposes shall be made by filing the appropriate information with the Trustee at
its Corporate Trust Office in The City of New York not less than fifteen calendar days prior to the
applicable payment date and, unless revoked by written notice to the Trustee received on or prior
to the Regular Record Date immediately preceding the applicable Interest Payment Date, shall remain
in effect with respect to any further interest payments (other than interest payments due at
Maturity) with respect to this Security payable to such Holder. Payment of the principal of and
premium, if any, and interest, if any, on this Security, as aforesaid, shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts.



     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and issuable in one or more series under a Subordinated Indenture, dated
as of                      (such Subordinated Indenture as originally executed and delivered and as supplemented
or amended from time to time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the “Indenture”), between the Company and The
Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture, all indentures supplemental thereto and the
Officer’s Certificate filed with the Trustee on                     , 2007, creating the series designated on the
face hereof (herein called the “Officer’s Certificate”) reference is hereby made for a description
of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee
and the Holders of the Securities thereunder and of the terms and conditions upon which the
Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall
be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and
provisions of the Indenture. This Security is one of the series designated above.



     If any Interest Payment Date, any Redemption Date, any Optional Repayment Date or the Stated
Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day, and, if such payment is made
or duly provided for on such next succeeding Business Day, no interest shall accrue on such amounts
for the



2









 







period from and after such Interest Payment Date, Redemption Date, Optional Repayment Date or
Stated Maturity, as the case may be, to such Business Day.



     [If, as specified above, this Security is redeemable, this Security is subject to redemption
at any time on or after the Initial Redemption Date specified above, in whole or in part in
increments of $1,000, at the election of the Company, at the applicable redemption price (as
described below) plus accrued interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified above for the twelve-month period commencing on the
Initial Redemption Date and shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of principal amount equal to the Annual
Redemption Percentage Reduction specified above until such redemption price is 100% of the
principal amount of this Security to be redeemed.]



     [Insert provisions, if any, for redemption pursuant to a sinking fund or other mandatory
redemption or purchase provisions or other put or call provisions.]



     Notice of redemption (other than at the option of the Holder) shall be given by mail to
Holders of Securities of this series, not less than 30 days nor more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of
redemption at the election of the Company as aforesaid may state that such redemption shall be
conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay
the principal of and premium, if any, and interest, if any, on this Security on or prior to the
date fixed for such redemption; a notice of redemption so conditioned shall be of no force or
effect if such money is not so received and, in such event, the Company shall not be required to
redeem this Security.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series, of like tenor, representing the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness of the Company, whether now outstanding or hereafter incurred, and waives reliance by
each such Holder upon said provisions.



     [If this Security is specified on the face hereof to be repayable at the option of the Holder,
this Security will be so repaid in whole or in part in increments of $1,000, provided that the
remaining principal amount of any Security surrendered for partial repayment shall be at least
$1,000, on any Optional Repayment Date (as stated on the face hereof), at the option of the Holder,
at 100% of the principal amount to be repaid, plus accrued interest, if any, to the repayment date.
In order for the exercise of the option to be effective and the Security to be repaid, the Company
must receive at the applicable address of the Trustee set forth below, or at such other place or
places of which the Company shall from time to time notify the Holder of this Security, on or
before the thirtieth, but not earlier than the sixtieth calendar day, or, if such day is not a
Business Day, the next succeeding Business Day, prior to the repayment date, either (i) this
Security, with the form below entitled “Option to Elect Repayment” duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or a trust



3









 







company in the United States of America setting forth (a) the name, address, and telephone
number of the Holder of this Security, (b) the principal amount of this Security and the amount of
this Security to be repaid, (c) a statement that the option to elect repayment is being exercised
thereby, and (d) a guarantee stating that the Trustee on behalf of the Company will receive this
Security, with the form below entitled “Option to Elect Repayment” duly completed, not later than
five Business Days after the date of such telegram, telex, facsimile transmission, or letter (and
this Security and form duly completed are received by the Trustee on behalf of the Company by such
fifth Business Day). Any such election shall be irrevocable. The address to which such deliveries
are to be made is The Bank of New York, Attention: Corporate Trust Administration, 101 Barclay
Street, New York, New York 10286 (or, at such other places as the Company shall notify the Holders
of the Securities). All questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company, whose determination
will be final and binding.]



     If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of this Security may be declared due and payable in the manner and with
the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into
one or more supplemental indentures for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however, that
if there shall be Securities of more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights of the Holders of Securities of
one or more, but less than all, of such series, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of Securities of one or
more, but less than all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided, further, that the
Indenture permits the Trustee to enter into one or more supplemental indentures for limited
purposes without the consent of any Holders of Securities. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities then Outstanding, on
behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest, if any, on this Security at the times, place
and rate, in the coin or currency, and in the manner, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein and herein set forth,
this Security or any portion of the principal amount hereof shall be deemed to have been paid for
all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of
the Company, the Company’s entire indebtedness in respect thereof shall be satisfied and
discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company), in trust, money in an amount which shall be sufficient and/or Eligible
Obligations, the principal of and interest on which



4









 







when due, without any regard to reinvestment thereof, shall provide moneys which, together
with moneys so deposited, shall be sufficient to pay when due the principal of and premium, if any,
and interest, if any, on this Security when due.



     The Indenture contains terms, provisions and conditions relating to the consolidation or
merger of the Company with or into, and the conveyance or other transfer, or lease, of assets to,
another Person, to the assumption by such other Person, in certain circumstances, of all of the
obligations of the Company under the Indenture and on the Securities and to the release and
discharge of the Company in certain circumstances, from such obligations.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office of The Bank of New York in New York, New York or such
other office or agency as may be designated by the Company from time to time, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, shall be issued to the designated transferee or transferees.



     The Securities of this series are issuable only as registered Securities, without coupons, and
in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of the same series and Tranche, of any authorized
denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender
of the Security or Securities to be exchanged at the office of The Bank of New York in New York,
New York or such other office or agency as may be designated by the Company from time to time.



     The Company shall not be required to execute and the Security Registrar shall not be required
to register the transfer of or exchange of (a) Securities of this series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of the Securities of
this series called for redemption or (b) any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes (subject to Sections 305 and
307 of the Indenture), whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



     The Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York (including, without limitation, Section 5-1401 of the New York
General Obligations Law or any successor to such statute), except to the extent that the Trust
Indenture Act shall be applicable.



     As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is not a
day on which banking institutions or trust companies are generally authorized or required by law,
regulation or executive order to close in The City of New York or other city in which is located
any Paying Agent



5









 







for the Securities of this series. All other terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.



     As provided in the Indenture, no recourse shall be had for the payment of the principal of or
premium, if any, or interest on any Securities or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any member, officer, director or manager, as such,
past, present or future of the Company or of any predecessor or successor of the Company (either
directly or through the Company or a predecessor or successor of the Company), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the Indenture and this Security
are solely obligations of the Company and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the execution of the
Indenture and the issuance of this Security.



     Unless the certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



6









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	 	PPL ENERGY SUPPLY, LLC
	 
	 	 	 	 
	[SEAL]

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Treasurer






	 	 	 	 	 
	Attested:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Secretary
	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:                                                             	 	THE BANK OF NEW YORK,
	 	 	  as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






7









 






OPTION TO ELECT REPAYMENT

[TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHTS]



The undersigned hereby irrevocably requests and instructs the Company to repay the within Security
(or portion thereof specified below) pursuant to its terms at a price equal to the principal amount
thereof, together with interest to the repayment date, to the undersigned, at




(Please print or type name and address of the undersigned)



For this Security to be repaid the Company must receive at the Corporate Trust Office of the
Trustee in The City of New York or at such other place or places of which the Company shall from
time to time notify the Holder of the within Security, on or before the thirtieth, but not earlier
than the sixtieth, calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Security, with this “Option to Elect Repayment”
form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of
a national securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth (a) the name,
address, and telephone number of the Holder of the Security, (b) the principal amount of the
Security and the amount of the Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the Security to be repaid
with this form duly completed will be received by the Trustee on behalf of the Company not later
than five Business Days after the date of such telegram, telex, facsimile transmission, or letter
(and such Security and form duly completed are received by the Trustee on behalf of the Company by
such fifth Business Day). Exercise of the repayment option by the Holder shall be irrevocable.



If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be an integral multiple of $1,000) which the Holder elects to have
repaid:                                                                                 
; and specify the
denomination or denominations (which shall be $1,000 or an integral multiple thereof) of the
Security or Securities to be issued to the Holder for the portion of the within Security or
Securities not being repaid (in the absence of any specification, one such Security will be issued
for the portion not being repaid):




Date:                                        




	 	 	 
	 

Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon the face of the
Security in every particular without
alteration or enlargement or any other
change whatsoever.

	 	 






8









 






FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto




 




[please insert social security or other identifying number of assignee]




 




[please print or typewrite name and address of assignee]




 




the within Security of PPL ENERGY SUPPLY, LLC and does hereby irrevocably constitute and appoint
                                                            , Attorney, to transfer said Security on the books
of the within-mentioned Company, with full power of substitution in the premises.




Dated:                                                            




 





Notice: The signature to this assignment must correspond with the name as written upon the face of
the Security in every particular without alteration or enlargement or any change whatsoever.





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