Exhibit 4(g)-5

PPL ELECTRIC UTILITIES CORPORATION



TO

JPMORGAN CHASE BANK, N.A.,
  (formerly known as The Chase Manhattan Bank)
  Trustee









_____________________________

Supplemental Indenture No. 4
  Dated as of February 1, 2005



_____________________________

Supplemental to the Indenture
  dated as of August 1, 2001



_____________________________

Establishing Terms of

Senior Secured Bonds, 4.70% Pollution Control Series due
  2029







SUPPLEMENTAL INDENTURE NO. 4

SUPPLEMENTAL INDENTURE No. 4, dated as of the 1st
  day of February, 2005 made and entered into by and between PPL ELECTRIC UTILITIES
  CORPORATION, a corporation of the Commonwealth of Pennsylvania, whose address
  is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes
  called the "Company"), and JPMORGAN CHASE BANK, N.A. (formerly
  known as The Chase Manhattan Bank), a national banking association, whose address
  is 4 New York Plaza, 15th Floor, New York, New York 10004 (hereinafter
  sometimes called the "Trustee"), as Trustee under the Indenture, dated
  as of August 1, 2001 (hereinafter called the "Original Indenture"),
  this Supplemental Indenture No. 4 being supplemental thereto. The Original Indenture
  and any and all indentures and instruments supplemental thereto are hereafter
  sometimes collectively called the "Indenture."

Recitals of the Company

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

The Company has heretofore executed and delivered to the Trustee
  Supplemental Indentures for the purposes recited therein and for the purpose
  of creating series of securities as set forth in Schedule A hereto.

Pursuant to Article Three of the Original Indenture, the Company
  has established a fifth series of Securities, such series of Securities to be
  hereinafter sometimes called "Securities of the Fifth Series."

As contemplated in Section 301 of the Original Indenture, the
  Company wishes to establish the designation and certain terms of the Securities
  of the Fifth Series. The Company has duly authorized the execution and delivery
  of this Supplemental Indenture No. 4 to establish the designation and certain
  terms of the Securities of the Fifth Series and has duly authorized the issuance
  of such Securities; and all acts necessary to make this Supplemental Indenture
  No. 4 a valid agreement of the Company, and to make the Securities of the Fifth
  Series valid obligations of the Company, have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 4 WITNESSETH,
  that, for and in consideration of the premises and of other good and valuable
  consideration, the receipt and sufficiency of which are hereby acknowledged,
  it is mutually covenanted and agreed, for the equal and proportionate benefit
  of the Holders of the Securities of the Fifth Series, as follows:

ARTICLE OneFifth Series of Securities

SECTION 101. Securities of the Fifth Series.The Securities
  of the Fifth Series shall be designated Senior Secured Bonds, 4.70% Pollution
  Control Series due 2029, and shall have the terms provided therefor in this
  Article One of this Supplemental Indenture No. 4, shall be limited in aggregate
  principal amount (except as contemplated in Section 301(b) of the Original Indenture)
  to $115,500,000, and shall have such terms as are hereby established for such
  Securities of the Fifth Series as contemplated in Section 301 of the Original
  Indenture. The form or forms and additional terms of the Securities of the Fifth
  Series shall be established in an Officer's Certificate of the Company, as contemplated
  by Section 301 of the Original Indenture.

SECTION 102. Covenants.

So long as any Securities of the Fifth Series shall remain
  Outstanding, each of the following shall be an additional covenant of the Company
  under the Indenture:

(a)    After the date of the first authentication
  of Securities of the Fifth Series, the Company shall not issue additional Class
  A Bonds under the PPL 1945 Mortgage except for Class A Bonds (i) to replace
  mutilated, destroyed, lost or stolen Class A Bonds of the same series or to
  effect transfers, exchanges, or partial redemptions, payments or retirements
  of Class A Bonds; (ii) to be delivered to the Trustee under the Indenture; or
  (iii) to refund or refinance outstanding Class A Bonds.

(b)    The Securities of the Fifth Series
  shall have the benefit of the covenant of the Company contained in Section 707
  of the Indenture.

(c)    The Company shall notify the Holders
  of the Securities of the Fifth Series of the discharge of the Lien of the Indenture
  pursuant to Section 1811 of the Original Indenture promptly after the recording
  of the instruments of discharge executed by the Trustee.

SECTION 103. Release of Mortgaged Property.

So long as any Securities of the Fifth Series shall remain
  Outstanding, any Officer's Certificate delivered pursuant to Section 1803(b)
  of the Original Indenture shall also state that (except in any case where a
  Governmental Authority has lawfully ordered the Company to divest itself of
  such property) such release is, in the judgment of the signers, desirable in
  the conduct of the business of the Company.

SECTION 104. Satisfaction and Discharge.The Company
  hereby agrees that, if the Company shall make any deposit of money and/or Eligible
  Obligations with respect to any Securities of the Fifth Series, or any portion
  of the principal amount thereof, as contemplated by Section 801 of the Indenture,
  the Company shall not deliver an Officer's Certificate described in clause (z)
  in the first paragraph of said Section 801 unless the Company shall also deliver
  to the Trustee, together with such Officer's Certificate, either:

(a)    an instrument wherein the Company,
  notwithstanding the satisfaction and discharge of its indebtedness in respect
  of such Securities, shall retain the obligation (which shall be absolute and
  unconditional) to irrevocably deposit with the Trustee or Paying Agent such
  additional sums of money, if any, or additional Eligible Obligations (meeting
  the requirements of Section 801), if any, or any combination thereof, at such
  time or times, as shall be necessary, together with the money and/or Eligible
  Obligations theretofore so deposited, to pay when due the principal of and premium,
  if any, and interest due and to become due on such Securities or portions thereof,
  all in accordance with and subject to the provisions of said Section 801; provided,
  however, that such instrument may state that the obligation of the Company to
  make additional deposits as aforesaid shall be subject to the delivery to the
  Company by the Trustee of a notice asserting the deficiency accompanied by an
  opinion of an independent public accountant of nationally recognized standing,
  selected by the Trustee, showing the calculation thereof (which opinion shall
  be obtained at the expense of the Company); or

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

SECTION 105.Trustee to Hold Class A Bonds In New York.
  So long as any Securities of the Fifth Series remain Outstanding, the Trustee
  shall hold in the State of New York all Class A Bonds delivered to and to be
  held by it pursuant to Sections 1602 and 1701 of the Indenture; provided that
  the Trustee may hold such Class A Bonds in another jurisdiction if it receives
  an Opinion of Counsel to the effect that the perfection and priority of the
  security interest, if any, created by the last sentence of such Section 1701
  will continue in such other jurisdiction and notifies the Company of such change
  in jurisdiction.

ARTICLE TwoMiscellaneous Provisions

SECTION 201.This Supplemental Indenture No. 4 is a
  supplement to the Original Indenture. As supplemented by this Supplemental Indenture
  No. 4, the Indenture is in all respects ratified, approved and confirmed, and
  the Original Indenture and this Supplemental Indenture No. 4 shall together
  constitute the Indenture.

SECTION 202.The recitals contained in this Supplemental
  Indenture No. 4 shall be taken as the statements of the Company, and the Trustee
  assumes no responsibility for their correctness and makes no representations
  as to the validity or sufficiency of this Supplemental Indenture No. 4.

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



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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
  Indenture No. 4 to be duly executed, and their respective corporate seals to
  be hereunto affixed and attested, all as of the day and year first written above.



| | PPL ELECTRIC UTILITIES CORPORATION
      
      By:  _____________________________________________________
                Name:  James
        E. Abel
                Title:     Treasurer
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Attest:

__________________________________________
  Assistant Secretary

---

| | JPMORGAN CHASE BANK, N.A
      
      By:  _____________________________________________________
                Name:  Alfia
        Monastra
                Title:     Vice
        President
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Attest:

__________________________________________
  Taeko Fukaishi
  Assistant Vice President

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|COMMONWEALTH OF PENNSYLVANIA | )      
|---------------------------- | -------
|                             | )  ss.:
|COUNTY OF LEHIGH             | )      



On this ___ day of February, 2005, before me, a notary public,
  the undersigned, personally appeared James E. Abel, who acknowledged himself
  to be the Treasurer of PPL ELECTRIC UTILITIES CORPORATION, a corporation of
  the Commonwealth of Pennsylvania and that he, as such Treasurer, being authorized
  to do so, executed the foregoing instrument for the purposes therein contained,
  by signing the name of the corporation by himself as Treasurer.

In witness whereof, I hereunto set my hand and official seal.

| | ________________________________________
        Notary Public
| | --------------------------------------------------------------

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|STATE OF NEW YORK  | )      
|------------------ | -------
|                   | )  ss.:
|COUNTY OF NEW YORK | )      



On this ____ day of February, 2005, before me, a notary public,
  the undersigned, personally appeared Alfia Monastra, who acknowledged herself
  to be a Vice President of JPMORGAN CHASE BANK, N.A., a corporation and that
  she, as such Vice President, being authorized to do so, executed the foregoing
  instrument for the purposes therein contained, by signing the name of the corporation
  by herself as Vice President.

In witness whereof, I hereunto
  set my hand and official seal.

|By: | ________________________________________
        Notary Public
|--- | --------------------------------------------------------------

JPMorgan Chase Bank, N.A. hereby certifies that its precise name and address
  as Trustee hereunder are:

JPMorgan Chase Bank, N.A.
  Institutional Trust Services
  4 New York Plaza, 15th Floor
  New York, New York 10004
  Attn: International/Project Finance Group



| | JPMORGAN CHASE BANK, N.A
      
      By:  _____________________________________________________
             Vice President
| | ----------------------------------------------------------------------------------------------------------------------------

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SCHEDULE A

|Supplemental 
        Indenture No. | Dated as 
        of | Series | Series 
        Designation                                            | Principal 
        Amount 
        Authorized | Principal 
        Amount 
        Issued | Principal 
        Amount 
        Outstanding1
|----------------------------------- | -------------------- | ------ | ---------------------------------------------------------------------- | --------------------------------------------- | ----------------------------------------- | -----------------------------------------------
|                                    |                      |        |                                                                        |                                               |                                           |                                                
|1                                   | August 1, 2001       | First  | Senior Secured Bonds, 57/8%
        Series due 2007                    | $300,000,000                                  | $300,000,000                              | $300,000,000                                   
|1                                   | August 1, 2001       | Second | Senior Secured Bonds, 61/4% Series due 2009                            | $500,000,000                                  | $500,000,000                              | $500,000,000                                   
|2                                   | February 1, 2003     | Third  | Senior Secured Bonds, 3.125% Pollution Control
        Series due 2008 | $90,000,000                                   | $90,000,000                               | $90,000,000                                    
|3                                   | May 1, 2003          | Fourth | Senior Secured Bonds, 4.30% Series due 2013                            | $100,000,000                                  | $100,000,000                              | $100,000,000                                   



1) as of February 1, 2005