PPL ENERGY SUPPLY, LLC 5.70 % REset Put Securities (?REPSSM*?) due 2035

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.

_________________________________

* 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”).

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 Remarketin