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                                                                    EXHIBIT 4.3


                              OFFICER'S CERTIFICATE
                     (UNDER SECTION 301 OF THE INDENTURE OF
                             PPL ENERGY SUPPLY, LLC)


          The undersigned James E. Abel, Treasurer of PPL ENERGY SUPPLY, LLC
(the "Company"), in accordance with Section 301 of the Indenture, dated as of
October 1, 2001, (the "Indenture", capitalized terms used herein and not defined
herein having the meanings specified in the Indenture), of the Company to
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(the "Trustee"), does hereby establish for the series of Securities of Series
No. 2 established in Supplemental Indenture No. 1 dated as of October 1, 2001
(the "Supplemental Indenture"), the following terms and characteristics (the
lettered clauses set forth below corresponding to the lettered clauses of
Section 301 of the Indenture):

          (a) the title of the Securities of such series shall be "Senior Notes,
          6.40% Exchange Series A due 2011" (the "Notes");

          (b) the aggregate principal amount of Notes which may be authenticated
          and delivered under the Indenture shall be limited to $500,000,000
          except as contemplated in Section 301(b) and the last paragraph of
          Section 301 of the 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 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 Indenture;

          (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

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          which notices and demands to or upon the Company in respect of the
          Notes and the 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
          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) [not applicable];

          (i) the Notes and beneficial interests in Global Notes (as defined
          below) shall be issued in denominations of $100,000 or any amount in
          excess thereof that is an integral multiple of $1,000;

          (j) [not applicable];

          (k) [not applicable];

          (l) [not applicable];

          (m) [not applicable];

          (n) [not applicable];

          (o) reference is hereby made to the provisions of Supplemental
          Indenture No. 1 for an Event of Default in addition to those specified
          in Section 801 of the Indenture, and for certain covenants of the
          Company for the benefit of the Holders of the Notes;

          (p) [not applicable];

          (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 of the Indenture and
          Section 2 of Article Two 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



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          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 (i) 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, or (ii) the
          Company elects to discontinue use of the system of book-entry
          transfers through the Depositary and elects to appoint a successor
          depository for such Global Notes, 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 Depository; 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 Depository 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) [not applicable];

          (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 more Officers' Certificates supplemental to this
          Officers' 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) the Notes shall be issued only in exchange for the Company's
          Senior Notes, 6.40% Series A due 2011 pursuant to the Registered
          Exchange Offer as defined in the Registration Rights Agreement, dated


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          as of October 19, 2001, by and among the Company and the other parties
          named on the signature pages thereof, as such agreement may be
          amended, modified or supplemented from time to time; the Notes and the
          Company's Senior Notes, Series A due 2011 shall be considered as a
          single class for purposes of any Acts of Holders.

          IN WITNESS WHEREOF, I have hereunto signed my name this ___ day of
_______, 2002.

                                    PPL ENERGY SUPPLY, LLC



                                    ----------------------------------
                                    Name: James E. Abel
                                    Title: Treasurer


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