Exhibit 4(b)


    Exhibit
      4(b)

     

    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

    5.70
      % REset Put Securities (“REPSSM*”)
      due 2035

     

    
      	
              Original
                Issue Date: 

            	
              October
                26, 2005

            
	 	 
	
              Stated
                Maturity:

            	
              October
                15, 2035

            
	 	 
	
              Interest
                Rate: 

            	
              To
                but excluding the Remarketing Date, 5.70%. From and including the
                Remarketing Date, the New Coupon Rate, as discussed below in this
                Security.

            
	 	 
	
              Interest
                Payment Dates: 

            	
              April
                15 and October 15

            
	 	 
	
              First
                Interest Payment Date: 

            	
              April
                15, 2006

            
	 	 
	
              Regular
                Record Dates: 

            	
              April
                1 and October 1

            
	 	 
	
              Remarketing
                Date:

            	
              October
                15, 2015, or if such date is not a Business Day (as defined herein),
                the
                next succeeding Business Day.

               

            


    

     

     

    This
      Security is not a Discount Security within

    the
      meaning of the within-mentioned Indenture

    _____________________________________

     

     

    
      
        	 Principal Amount	  No.
                R-1
	 $300,000,000 	 CUSIP
                69352 JAG 2


      

    

     

    _________________________________

    *
      REPS is
      a servicemark of Morgan Stanley & Co. Incorporated.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    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 Cede & Co., or registered assigns, the
      principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on the Stated
      Maturity specified above, and to pay interest thereon from the Original Issue
      Date specified above or from the most recent 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 April 15, 2006, and at Maturity,
      at the Interest Rates per annum provided for 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 such 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, provided that (a) interest payable on the Remarketing Date shall
      be paid to the Person to whom the Purchase Price (as defined below) shall be
      paid, and (b) interest payable at Maturity shall be paid to the Person to whom
      principal shall be paid. Except as otherwise provided in said 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.

     

    Payment
      of the principal of and premium, if any, on this Security and interest hereon
      due at Maturity or on the Remarketing Date shall be made upon presentation
      of
      this Security at the corporate trust office of JPMorgan Chase Bank, N.A. 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 due at Maturity or on the Remarketing Date) 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 or
      on
      the Remarketing Date) 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.

     

    If
      any
      Interest Payment Date, the Remarketing Date or the 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 period from and after such
      Interest Payment Date, the Remarketing Date or Maturity, as the case may be,
      to
      such Business Day.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    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 an
      Indenture, dated as of October 1, 2001 (such 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
      JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as
      Trustee (herein called the “Trustee,” which term includes any successor trustee
      under the Indenture), to which Indenture and all indentures supplemental thereto
      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 (the “Notes”).

     

    New
      Coupon Rate; Remarketing

     

    The
      Remarketing Dealer.
      On or
      prior to the Original Issue Date specified above, the Company and Morgan Stanley
      & Co. International Limited (the “Remarketing Dealer”) entered into a
      Remarketing Agreement (the “Remarketing Agreement”). No Holder or beneficial
      owner of any Notes shall have any rights or claims under the Remarketing
      Agreement or against the Company or the Remarketing Dealer as a result of the
      Remarketing Dealer not purchasing the Notes as described below.

     

    This
      Security will bear interest at the rate of 5.70% from and including the Original
      Issue Date specified above to but excluding the Remarketing Date specified
      above. If the Remarketing Dealer purchases the Notes as described below, the
      Remarketing Dealer will reset the interest rate for the Notes effective on
      the
      Remarketing Date (the “New Coupon Rate”), pursuant to the Remarketing Process
      described below. In such circumstance, (a) this Security will be purchased
      by
      the Remarketing Dealer at 100% of the principal amount hereof on the Remarketing
      Date, on the terms and subject to the conditions described herein, and (b)
      from
      and including the Remarketing Date, the Notes will bear interest at the New
      Coupon Rate determined by the Remarketing Dealer in accordance with the
      procedures set forth under “Remarketing Process and New Coupon Rate” below.
      Interest accrued to but excluding the Remarketing Date will be paid by the
      Company on such date to the Person to whom the Purchase Price shall be
      paid.

     

    Maturity
      Date; Mandatory Purchase on Remarketing Date.
      The
      Notes will mature on the Stated Maturity specified above. On the Remarketing
      Date pursuant to automatic mandatory purchase of this Security, the Holder
      hereof will be entitled to receive, and will be required to accept, 100% of
      the
      principal amount hereof (the “Purchase Price”) from either (a) the Remarketing
      Dealer, if the Remarketing Dealer purchases this Security, or (b) the Company,
      pursuant to either optional or mandatory repurchase of this Note by the
      Company.

     

    The
      transactions described above will be executed on the Remarketing Date through
      the Depositary in accordance with the procedures of the Depositary, and the
      accounts of participants will be debited and credited and the Notes delivered
      by
      book-entry as necessary to effect the purchases and sales thereof.

     

    Purchase
      by the Remarketing Dealer; Remarketing.
      If the
      Remarketing Dealer gives notice in writing in accordance with the Remarketing
      Agreement, of its intention to commence the Remarketing Process (as defined
      below) and purchase the Notes for remarketing (the “Remarketing Notification”),
      to the Company and the Trustee on a Business Day (the “Notification Date”) not
      earlier than September 23, 2015 and not later than September 30, 2015, the
      Notes
      will be automatically purchased, or deemed purchased, by the Remarketing Dealer
      at the Purchase Price on the Remarketing Date, except in the circumstances
      described below. If the Remarketing Dealer purchases the Notes as aforesaid,
      from and including the Remarketing Date, the Notes will bear interest at the
      New
      Coupon Rate.

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

    The
      Remarketing Dealer’s notice to the Trustee must contain the requisite delivery
      details, including the identity of the Remarketing Dealer’s account with The
      Depository Trust Company, New York, New York (the “Depositary”). The Remarketing
      Dealer may revoke its Remarketing Notification, and terminate its obligation
      to
      remarket the Notes, by giving notice thereof to the Company and the Trustee
      at
      any time prior to 3:00 p.m. on the Determination Date (as defined below). Such
      revocation will terminate the Remarketing Process.

     

    The
      Remarketing Dealer’s obligation to purchase the Notes will be terminated and the
      Remarketing Process will terminate, if any of the following (a “Termination
      Event”) occurs: (i) an Event of Default has occurred and is continuing under
      clause (a), (b) or (c) of Section 801 of the Indenture (in which case,
      termination is at the Remarketing Dealer’s option); (ii) an Event of Default has
      occurred and is continuing as provided in Article One, Section 7 of Supplemental
      Indenture No. 3 to the Indenture (in which case, termination is at the
      Remarketing Dealer’s option); (iii) an Event of Default has occurred and is
      continuing under clauses (d) or (e) of Section 801 of the Indenture (in which
      case, termination is automatic); (iv) fewer than two Reference Corporate Dealers
      (as defined below) have submitted timely Bids (as defined below) substantially
      as provided below (in which case, termination is automatic); (v) the Company
      exercises its right to terminate the Remarketing Process and repurchase the
      Notes as described under “—Optional Repurchase by the Company” below (in which
      case, termination is automatic); (vi) the Notes have been deemed paid in
      accordance with Section 701 of the Indenture (in which case, termination is
      automatic); (vii) the Remarketing Dealer fails to pay the Purchase Price by
      1:30
      p.m., New York City time, on the Remarketing Date (in which case, termination
      is
      automatic); (viii) the Remarketing Dealer does not give the Remarketing
      Notification in the manner set forth above (in which case, termination is
      automatic); (ix) the Remarketing Dealer revokes the Remarketing Notification
      in
      the manner set forth above (in which case, termination is automatic); (x) prior
      to the Notification Date the Remarketing Dealer resigns and no successor has
      been appointed (in which case, termination is automatic); or (xi) a Settlement
      Event has occurred and is continuing as described in Section 4(c) of the Credit
      Support Agreement dated as of October 26, 2005 among the Company, the
      Remarketing Dealer and Morgan Stanley & Co. Incorporated, as Securities
      Intermediary (in which case termination is at the election of the Remarketing
      Dealer).

     

    The
      Remarketing Dealer will give the Trustee immediate written notice of any
      Termination Event under clause (iv) above and, if the Remarketing Dealer
      exercises its option to terminate the Remarketing Process under clause (i),
      (ii)
      or (xi) above, of such termination, and the Company will give the Trustee
      immediate written notice of any Termination Event under clause (iii) or (x)
      above. If a Termination Event occurs, the Company shall repurchase the Notes
      on
      the Remarketing Date as described below.

     

    Notice
      to Holders by Trustee.
      In
      anticipation of the purchase of the Notes by the Remarketing Dealer or the
      repurchase of the Notes by the Company on the Remarketing Date, the Trustee
      will
      notify the Holders of the Notes, not less than 30 days nor more than 60 days
      prior to the Remarketing Date, that the Notes shall be delivered on the
      Remarketing Date through the facilities of the Depositary against payment of
      the
      Purchase Price by the Remarketing Dealer or the Company.

     

    Remarketing
      Process and New Coupon Rate.
      If the
      Remarketing Dealer elects to remarket the Notes, then the following steps (the
      “Remarketing Process”) will be taken in order to determine the New Coupon Rate.
      Each of the Company and the Remarketing Dealer shall use reasonable best efforts
      to cause the actions contemplated below to be completed in as timely a manner
      as
      possible. Notwithstanding anything herein to the contrary, the Remarketing
      Process shall not start or occur if any Termination Event occurs and, if the
      Remarketing Process has commenced at the time of any Termination Event, the
      Remarketing Process shall automatically terminate upon the occurrence of such
      Termination Event.

     

    
      	(a)  	
              The
                Company shall have the right to elect by written notice to the Remarketing
                Dealer, not later than 3:00 p.m. on any Business Day (such date,
                the
                “Election
                Date”)
                from October 1, 2015 through October 9, 2015, that the following
                Business
                Day shall be the “Determination
                Date”;
                provided,
                that if the Company has not elected a Determination Date prior to
                3:00
                p.m. on the fourth Business Day prior to the Remarketing Date, the
                third
                Business Day prior to the Remarketing Date shall be the Determination
                Date.

            


    

     

    
      	(b)  	
              On
                the Determination Date, the Remarketing Dealer shall determine the
                New
                Coupon Rate, in accordance with the procedures set forth below, to
                the
                nearest one hundredth (0.01) of one percent per annum, unless the
                Company
                has chosen to repurchase, or is required to repurchase, the Notes
                in
                accordance the terms hereof. The “New
                Coupon Rate”
                shall be based on the Dollar Price (as defined below) of the Notes
                as
                determined from the lowest Bid (as defined below), expressed as a
                rate of
                interest (in the form of a percentage) obtained by the Remarketing
                Dealer
                prior to 3:00 p.m., New York City time, on the Determination Date
                from the
                Bids quoted to the Remarketing Dealer by up to five Reference Corporate
                Dealers (as defined below). The New Coupon Rate for the Notes announced
                by
                the Remarketing Dealer, absent manifest error, shall be binding and
                conclusive upon the holders of the Notes, including the Holder hereof,
                the
                Company and the Trustee.

            


    

     

    
      	(c)  	
              By
                4:00 p.m., New York City time, on the Determination Date, the Remarketing
                Dealer shall notify the Company and the Trustee by telephone, confirmed
                in
                writing (which may include facsimile or other electronic transmission),
                of
                the New Coupon Rate of the Notes effective from and including the
                Remarketing Date. Promptly after the determination thereof, the
                Remarketing Dealer shall notify the Company and the Trustee of the
                Dollar
                Price.

            


    

     

    
      	(d)  	
              On
                the Remarketing Date, the Remarketing Dealer shall sell the total
                aggregate principal amount of the Notes at the Dollar Price to the
                Reference Corporate Dealer providing the lowest Bid. If the lowest
                Bid is
                submitted by two or more of the applicable Reference Dealers, the
                Remarketing Dealer may sell such Notes to one or more of such Reference
                Dealers as it shall determine after consultation with the Company.
                

            


    

     

    
      	(e)  	
              On
                the Remarketing Date, by (i) not later than 1:30 p.m.,
                New York
                City time, the Remarketing Dealer shall deliver to the Trustee in
                immediately available funds an amount equal to 100% of the principal
                amount of the Notes for payment to the Holders of the Notes, (ii) not
                later than 1:30 p.m., New York City time, the Company will deliver
                to the
                Trustee immediately available funds in an amount equal to all accrued
                and
                unpaid interest, if any, due on the Notes to but excluding the Remarketing
                Date for payment to the Holders of the Notes, and (iii) each
                Holder
                of Notes, and any beneficial owner of Notes will be required to deliver
                and will be deemed to have delivered such Notes to the Trustee, for
                delivery upon instructions of the Remarketing Dealer, against payment
                therefor by book-entry through the facilities of the Depositary.
                

            


    

     

    No
      holder
      or beneficial owner of Notes or any interest therein will have any right or
      claim against the Remarketing Dealer’s decision whether or not to give the
      Remarketing Notification or performance or nonperformance with respect
      thereto.

     

    As
      used
      herein:

     

    A
      “Bid”
      will be
      an irrevocable offer by a Reference Corporate Dealer to purchase the aggregate
      outstanding principal amount of the Notes at the Dollar Price, but assuming
      (i)
      a settlement date that is the Remarketing Date applicable to such Notes, without
      accrued interest, (ii) a maturity date that is October 15, 2035 and (iii) a
      stated annual interest rate (which shall be based on a semi-annual bond
      equivalent yield computed on the basis of a 360-day year consisting of twelve
      30-day months) equal to the New Coupon Rate bid by the applicable Reference
      Corporate Dealer.

     

    “Dollar
      Price”
      means,
      with respect to the Notes (i) the principal amount of such Notes, plus (ii)
      a
      premium (the “Notes
      Premium”)
      equal
      to the Settlement Amount.

     

    “Reference
      Corporate Dealer”
      means
      each of up to five leading dealers of publicly traded debt securities, including
      debt securities of the Company, which shall be selected by the Company. The
      Company shall advise the Remarketing Dealer of its selection of Reference
      Corporate Dealers no later than 3:00 p.m. on October 1, 2015. One of such
      Reference Corporate Dealers selected by the Company shall be Morgan Stanley
      & Co. Incorporated unless Morgan Stanley & Co. International Limited
      notifies the Company that Morgan Stanley & Co. Incorporated does not desire
      to be selected as a Reference Corporate Dealer.

     

    “Settlement
      Amount”
      means
      the present value of an annuity equal to the positive difference, if any, of
      (x)
      a stream of interest payments which would have been due on the Notes after
      the
      Remarketing Date assuming the Notes were to bear interest at 5.131% (which
      is a
      semi-annual bond equivalent yield computed on the basis of a 360-day year
      consisting of twelve 30-day months) and the aggregate face amount of the Notes
      were to remain outstanding until October 15, 2035, and (y) a stream of
      corresponding interest payments which would have been due on the Notes after
      the
      Remarketing Date assuming the Notes were to bear interest at the Swap Rate
      (which shall be a semi-annual bond equivalent yield computed on the basis of
      a
      360-day year consisting of twelve 30-day months) and the aggregate face amount
      of Notes were to remain outstanding until October 15, 2035, determined by
      discounting such interest payments described in clauses (x) and (y) from the
      respective dates on which such interest payments would have become due to the
      Remarketing Date using a series of discount factors corresponding to those
      dates
      determined by the Remarketing Dealer from the yield curve a swap dealer would
      use on the Determination Date in valuing a series of swap payments similar
      to
      that annuity. 

     

    

    

     

    “Swap
      Rate”
      for the
      Notes means the semi-annual rate equal to the bid side yield to maturity of
      then
      current 20-year swaps, which appears on Telerate Page 19901 at 3:00 p.m., New
      York time, on the Determination Date (or such other date or time on which the
      Swap Rate is being calculated that may be agreed upon by the Company and the
      Remarketing Dealer) (the “Rate
      Setting Time”),
      or if
      such Swap Rate does not appear on Telerate Page 19901 as of the Rate Setting
      Time then such Swap Rate shall be as determined by the Remarketing Dealer by
      obtaining bid quotations for the then-current 20-year swap rate from four
      Reference Corporate Dealers (selected in good faith by the Remarketing Dealer)
      as of the Rate Setting Time and then computing the arithmetic mean of the two
      middle bid quotations (after discarding the highest and lowest of such
      quotations), which arithmetic mean shall be such Swap Rate.

     

    “Telerate
      Page 19901”
      means
      the display designated as Page “19901” on the Moneyline Telerate Inc. (or any
      successor or substitute page as may replace such page on such service) or such
      other service displaying the bid rates as may replace Moneyline Telerate
      Inc.

     

    The
      Remarketing Dealer, in its individual or any other capacity, may buy, sell,
      hold
      and deal in any of the Notes. The Remarketing Dealer may exercise any vote
      or
      join in any action which any Holder or beneficial owner of the Notes may be
      entitled to exercise or take with like effect as if such Remarketing Dealer
      did
      not act in any capacity under the Remarketing Agreement. The Remarketing Dealer,
      in its individual capacity, either as principal or agent, may also engage in
      or
      have an interest in any financial or other transaction with the Company as
      freely as if it did not act in any capacity under the Remarketing
      Agreement.

     

    Purchase
      by the Company

     

    Mandatory
      Repurchase by the Company.
      If any
      Termination Event occurs, the Company will repurchase the entire principal
      amount of the Notes on the Remarketing Date at the Purchase Price plus accrued
      and unpaid interest on the Notes to but excluding the Remarketing
      Date.

     

    Optional
      Repurchase by the Company.
      At any
      time prior to 3:00 p.m., New York City time, on the Determination Date, the
      Company may irrevocably elect in its sole and absolute discretion, by notice
      in
      writing to the Remarketing Dealer and the Trustee, to terminate the Remarketing
      Process, whereupon the Company will repurchase the entire principal amount
      of
      the Notes on the Remarketing Date at the Purchase Price plus accrued and unpaid
      interest on the Notes to but excluding the Remarketing Date.

     

    In
      case
      the Company is required to or elects to purchase the Notes pursuant to either
      of
      the preceding two paragraphs, then by no later than 2:00 p.m., New York City
      time, on the Remarketing Date, the Company shall deliver to the Trustee in
      immediately available funds an amount equal to the Purchase Price of this Note,
      together with accrued and unpaid interest hereon, for payment to the Holder
      hereof, and the Holder of this Note shall be required to deliver, and any owner
      of a beneficial interest in this Note shall be deemed to have delivered its
      beneficial interest in, this Note to the Trustee against payment of the Purchase
      Price (and accrued and unpaid interest thereon) on the Remarketing Date through
      the facilities of the Depositary. Notes that have been purchased by the Company
      on the Remarketing Date as aforesaid shall be canceled by the Trustee upon
      the
      written order of the Company in accordance with Section 309 of the Indenture
      and
      no Notes may be authenticated in lieu thereof or in exchange
      therefor.

     

    Redemption.
      This
      Security shall not be redeemable at any time prior to Stated
      Maturity.

     

    General
      Matters

     

    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 will
      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 will 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 will be sufficient and/or
      Eligible Obligations, the principal of and interest on which when due, without
      any regard to reinvestment thereof, will provide moneys which, together with
      moneys so deposited, will 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
      JPMorgan Chase Bank, N.A. 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, will 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
      JPMorgan Chase Bank, N.A. 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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



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

     

    
      	 	
              PPL
                ENERGY SUPPLY, LLC

            
	 	 
	
              [SEAL]

            	
              By:
                ______________________________________

            
	 	
              Vice
                President and Treasurer

            
	 	 
	
              Attested:

            	 
	 	 
	
              By:________________________

              Assistant
                Secretary

            	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      	
              Dated:
                October 26, 2005

            	
              JPMORGAN
                CHASE BANK, N.A.

                 as
                Trustee

               

              By:
                _________________________________

              Authorized
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.