Exhibit 4(b)-20





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PPL ELECTRIC UTILITIES CORPORATION
(formerly PP&L, Inc. and Pennsylvania Power & Light
  Company)
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly Bankers Trust Company, 
  successor to Morgan Guaranty Trust Company of New York,
  formerly Guaranty Trust Company of New York)







As Trustee under PPL Electric Utilities Corporation's
Mortgage and Deed of Trust,
Dated as of October 1, 1945

_____________________________

Seventieth Supplemental Indenture





Providing among other things for

First Mortgage Bonds, 3.125% Pollution Control Series due 2008

_____________________________

Dated as of February 1, 2003



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Seventieth Supplemental Indenture

SEVENTIETH SUPPLEMENTAL INDENTURE, dated as of the lstday of February, 2003 made and entered into by and between PPL ELECTRIC
  UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power &
  Light Company), a corporation of the Commonwealth of Pennsylvania, whose address
  is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes
  called the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers
  Trust Company), a corporation of the State of New York, whose address is 60
  Wall Street, New York, New York 10005 (hereinafter sometimes called the Trustee),
  as Trustee under the Mortgage and Deed of Trust, dated as of October 1,
  1945 (hereinafter called the Mortgage and, together with any indentures supplemental
  thereto, hereinafter called the Indenture), which Mortgage was executed and
  delivered by Pennsylvania Power & Light Company to secure the payment of
  bonds issued or to be issued under and in accordance with the provisions of
  the Mortgage, reference to which said Mortgage is hereby made, this instrument
  (hereinafter called the 70th Supplemental Indenture) being supplemental
  thereto.

WHEREAS, said Mortgage was or is to be recorded in various
  Counties in the Commonwealth of Pennsylvania, which Counties include or will
  include all Counties in which this 70th Supplemental Indenture is
  to be recorded; and

WHEREAS, by amendment to its Articles of Incorporation filed
  in the Office of the Secretary of State of Pennsylvania on September 12,
  1997, the Company changed its name to PP&L, Inc.; and

WHEREAS, by an amendment to its Articles of Incorporation filed
  with the Office of the Secretary of State of Pennsylvania on February 14,
  2001, the Company changed its name to PPL Electric Utilities Corporation; and

WHEREAS, an instrument, dated August 5, 1994, was executed
  by the Company appointing Bankers Trust Company, as Trustee in succession to
  said Morgan Guaranty Trust Company of New York (resigned) under the Indenture,
  and by Bankers Trust Company accepting said appointment, which instrument was
  or is to be recorded in various Counties in the Commonwealth of Pennsylvania;
  and

WHEREAS, by an amendment to its Articles of Incorporation filed
  in the office of the Secretary of State of New York, effective April 15, 2002,
  the Trustee changed its name to Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would
  execute and deliver such supplemental indenture or indentures and such further
  instruments and do such further acts as might be necessary or proper to carry
  out more effectually the purposes of the Indenture and to make subject to the
  lien of the Indenture any property thereafter acquired and intended to be subject
  to the lien thereof; and

WHEREAS, the Company executed and delivered as supplements
  to the Mortgage, the following supplemental indentures:



|Designation                           | Dated as of      
|------------------------------------- | -----------------
|                                      |                  
|First Supplemental Indenture          | July 1, 1947     
|Second Supplemental Indenture         | December 1, 1948 
|Third Supplemental Indenture          | February 1, 1950 
|Fourth Supplemental Indenture         | March 1, 1953    
|Fifth Supplemental Indenture          | August 1, 1955   
|Sixth Supplemental Indenture          | December 1, 1961 
|Seventh Supplemental Indenture        | March 1, 1964    
|Eighth Supplemental Indenture         | June 1, 1966     
|Ninth Supplemental Indenture          | November 1, 1967 
|Tenth Supplemental Indenture          | December 1, 1967 
|Eleventh Supplemental Indenture       | January 1, 1969  
|Twelfth Supplemental Indenture        | June 1, 1969     
|Thirteenth Supplemental Indenture     | March 1, 1970    
|Fourteenth Supplemental Indenture     | February 1, 1971 
|Fifteenth Supplemental Indenture      | February 1, 1972 
|Sixteenth Supplemental Indenture      | January 1, 1973  
|Seventeenth Supplemental Indenture    | May 1, 1973      
|Eighteenth Supplemental Indenture     | April 1, 1974    
|Nineteenth Supplemental Indenture     | October 1, 1974  
|Twentieth Supplemental Indenture      | May 1, 1975      
|Twenty-first Supplemental Indenture   | November 1, 1975 
|Twenty-second Supplemental Indenture  | December 1, 1976 
|Twenty-third Supplemental Indenture   | December 1, 1977 
|Twenty-fourth Supplemental Indenture  | April 1, 1979    
|Twenty-fifth Supplemental Indenture   | April 1, 1980    
|Twenty-sixth Supplemental Indenture   | June 1, 1980     
|Twenty-seventh Supplemental Indenture | June 1, 1980     
|Twenty-eighth Supplemental Indenture  | December 1, 1980 
|Twenty-ninth Supplemental Indenture   | February 1, 1981 
|Thirtieth Supplemental Indenture      | February 1, 1981 
|Thirty-first Supplemental Indenture   | September 1, 1981
|Thirty-second Supplemental Indenture  | April 1, 1982    
|Thirty-third Supplemental Indenture   | August 1, 1982   
|Thirty-fourth Supplemental Indenture  | October 1, 1982  
|Thirty-fifth Supplemental Indenture   | November 1, 1982 
|Thirty-sixth Supplemental Indenture   | February 1, 1983 
|Thirty-seventh Supplemental Indenture | November 1, 1983 
|Thirty-eighth Supplemental Indenture  | March 1, 1984    
|Thirty-ninth Supplemental Indenture   | April 1, 1984    
|Fortieth Supplemental Indenture       | August 15, 1984  
|Forty-first Supplemental Indenture    | December 1, 1984 
|Forty-second Supplemental Indenture   | June 15, 1985    
|Forty-third Supplemental Indenture    | October 1, 1985  
|Forty-fourth Supplemental Indenture   | January 1, 1986  
|Forty-fifth Supplemental Indenture    | February 1, 1986 
|Forty-sixth Supplemental Indenture    | April 1, 1986    
|Forty-seventh Supplemental Indenture  | October 1, 1986  
|Forty-eighth Supplemental Indenture   | March 1, 1988    
|Forty-ninth Supplemental Indenture    | June 1, 1988     
|Fiftieth Supplemental Indenture       | January 1, 1989  
|Fifty-first Supplemental Indenture    | October 1, 1989  
|Fifty-second Supplemental Indenture   | July 1, 1991     
|Fifty-third Supplemental Indenture    | May 1, 1992      
|Fifty-fourth Supplemental Indenture   | November 1, 1992 
|Fifty-fifth Supplemental Indenture    | February 1, 1993 
|Fifty-sixth Supplemental Indenture    | April 1, 1993    
|Fifty-seventh Supplemental Indenture  | June 1, 1993     
|Fifty-eighth Supplemental Indenture   | October 1, 1993  
|Fifty-ninth Supplemental Indenture    | February 15, 1994
|Sixtieth Supplemental Indenture       | March 1, 1994    
|Sixty-first Supplemental Indenture    | March 15, 1994   
|Sixty-second Supplemental Indenture   | September 1, 1994
|Sixty-third Supplemental Indenture    | October 1, 1994  
|Sixty-fourth Supplemental Indenture   | August 1, 1995   
|Sixty-fifth Supplemental Indenture    | April 1, 1997    
|Sixty-sixth Supplemental Indenture    | May 1, 1998      
|Sixty-seventh Supplemental Indenture  | June 1, 1999     
|Sixty-eighth Supplemental Indenture   | August 1, 2001   
|Sixty-ninth Supplemental Indenture    | January 1, 2002  



which supplemental indentures were or are to be recorded in
  various Counties in the Commonwealth of Pennsylvania; and

WHEREAS, the Company executed and delivered its Supplemental
  Indenture, dated July 1, 1954, creating a security interest in certain personal
  property of the Company, pursuant to the provisions of the Pennsylvania Uniform
  Commercial Code, as a supplement to the Mortgage, which Supplemental Indenture
  was filed in the Office of the Secretary of the Commonwealth of Pennsylvania
  on July 1, 1954, and all subsequent supplemental indentures were so filed; and

WHEREAS, in addition to the property described in the Mortgage,
  as heretofore supplemented, the Company has acquired certain other property,
  rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with
  the provisions of the Mortgage, as supplemented, the following series of First
  Mortgage Bonds:

|Series                                      | Principal
        AmountIssued | Principal
        AmountOutstanding
|------------------------------------------- | ------------------------------ | -----------------------------------
|                                            |                                |                                    
|3% Series due 1975                          | $93,000,000                    | None                               
|2-3/4% Series due 1977                      | 20,000,000                     | None                               
|3-1/4% Series due 1978                      | 10,000,000                     | None                               
|2-3/4% Series due 1980                      | 37,000,000                     | None                               
|3-1/2% Series due 1983                      | 25,000,000                     | None                               
|3-3/8% Series due 1985                      | 25,000,000                     | None                               
|4-5/8% Series due 1991                      | 30,000,000                     | None                               
|4-5/8% Series due 1994                      | 30,000,000                     | None                               
|5-5/8% Series due 1996                      | 30,000,000                     | None                               
|6-3/4% Series due 1997                      | 30,000,000                     | None                               
|6-1/2% Series due 1972                      | 15,000,000                     | None                               
|7% Series due 1999                          | 40,000,000                     | None                               
|8-1/8% Series due June 1, 1999              | 40,000,000                     | None                               
|9% Series due 2000                          | 50,000,000                     | None                               
|7-1/4% Series due 2001                      | 60,000,000                     | None                               
|7-5/8% Series due 2002                      | 75,000,000                     | None                               
|7-1/2% Series due 2003                      | 80,000,000                     | None                               
|Pollution Control Series A                  | 28,000,000                     | None                               
|9-1/4% Series due 2004                      | 80,000,000                     | None                               
|10-1/8% Series due 1982                     | 100,000,000                    | None                               
|9-3/4% Series due 2005                      | 125,000,000                    | None                               
|9-3/4% Series due November 1, 2005          | 100,000,000                    | None                               
|8-1/4% Series due 2006                      | 150,000,000                    | None                               
|8-1/2% Series due 2007                      | 100,000,000                    | None                               
|9-7/8% Series due 1983-1985                 | 100,000,000                    | None                               
|15-5/8% Series due 2010                     | 100,000,000                    | None                               
|11-3/4% Series due 1984                     | 30,000,000                     | None                               
|Pollution Control Series B                  | 70,000,000                     | None                               
|Pollution Control Series C                  | 20,000,000                     | None                               
|14% Series due December 1, 1990             | 125,000,000                    | None                               
|15% Series due 1984-1986                    | 50,000,000                     | None                               
|14-3/4% Series A due 1986                   | 30,000,000                     | None                               
|14-3/4% Series B due 1986                   | 20,000,000                     | None                               
|16-1/2% Series due 1987-1991                | $52,000,000                    | None                               
|16-1/8% Series due 1992                     | 100,000,000                    | None                               
|16-1/2% Series due 1986-1990                | 92,500,000                     | None                               
|13-1/4% Series due 2012                     | 100,000,000                    | None                               
|Pollution Control Series D                  | 70,000,000                     | None                               
|12-1/8% Series due 1989-1993                | 50,000,000                     | None                               
|13-1/8% Series due 2013                     | 125,000,000                    | None                               
|Pollution Control Series E                  | 37,750,000                     | None                               
|13-1/2% Series due 1994                     | 125,000,000                    | None                               
|Pollution Control Series F                  | 115,500,000                    | None                               
|12-3/4% Series due 2014                     | 125,000,000                    | None                               
|Pollution Control Series G                  | 55,000,000                     | None                               
|12% Series due 2015                         | 125,000,000                    | None                               
|10-7/8% Series due 2016                     | 125,000,000                    | None                               
|9-5/8% Series due 1996                      | 125,000,000                    | None                               
|9% Series due 2016                          | 125,000,000                    | None                               
|9-1/2% Series due 2016                      | 125,000,000                    | None                               
|9-1/4% Series due 1998                      | 125,000,000                    | None                               
|9-5/8% Series due 1998                      | 125,000,000                    | None                               
|10% Series due 2019                         | 125,000,000                    | None                               
|9-1/4% Series due 2019                      | 250,000,000                    | None                               
|9-3/8% Series due 2021                      | 150,000,000                    | None                               
|7-3/4% Series due 2002                      | 150,000,000                    | None                               
|8-1/2% Series due 2022                      | 150,000,000                    | None                               
|Pollution Control Series H                  | 90,000,000                     | 90,000,000                         
|6-7/8% Series due 2003                      | 100,000,000                    | None                               
|7-7/8% Series due 2023                      | 200,000,000                    | 46,213,000                         
|5-1/2% Series due 1998                      | 150,000,000                    | None                               
|6-1/2% Series due 2005                      | 125,000,000                    | 110,000,000                        
|6% Series due 2000                          | 125,000,000                    | None                               
|6-3/4% Series due 2023                      | 150,000,000                    | 19,497,000                         
|Pollution Control Series I                  | 53,250,000                     | 53,250,000                         
|6.55% Series due 2006                       | 150,000,000                    | 146,000,000                        
|7.30% Series due 2024                       | 150,000,000                    | 5,805,000                          
|6-7/8% Series due 2004                      | 150,000,000                    | 24,767,000                         
|7-3/8% Series due 2014                      | 100,000,000                    | 10,290,000                         
|Pollution Control Series J                  | 115,500,000                    | 115,500,000                        
|7.70% Series due 2009                       | 200,000,000                    | 325,000                            
|Pollution Control Series K                  | 55,000,000                     | 55,000,000                         
|Short-Term Series A                         | 800,000,000                    | None                               
|6 1/8% REset Put Securities Series due 2006 | 200,000,000                    | None                               
|Short-Term Series B                         | 600,000,000                    | None                               
|5-7/8% Series due August 15, 2007           | 300,000,000                    | 300,000,000                        
|6-1/4% Series due August 15, 2009           | 500,000,000                    | 500,000,000                        

which bonds are also sometimes called bonds of the First through
  Seventy-seventh, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of
  each series of bonds (other than the First Series) issued thereunder shall be
  established by Resolution of the Board of Directors of the Company and that
  the form of such series, as established by said Board of Directors, shall specify
  the descriptive title of the bonds and various other terms thereof, and may
  also contain such provisions not inconsistent with the provisions of the Indenture
  as the Board of Directors may, in its discretion, cause to be inserted therein
  expressing or referring to the terms and conditions upon which such bonds are
  to be issued and/or secured under the Indenture; and

WHEREAS, Section 120 of the Mortgage provides, among other
  things, that any power, privilege or right expressly or impliedly reserved to
  or in any way conferred upon the Company by any provision of the Indenture,
  whether such power, privilege or right is in any way restricted or is unrestricted,
  may be in whole or in part waived or surrendered or subjected to any restriction
  if at the time unrestricted or to additional restriction if already restricted,
  and the Company may enter into any future covenants, limitations or restrictions
  for the benefit of any one or more series of bonds issued thereunder, or the
  Company may cure any ambiguity contained therein or in any supplemental indenture
  or may establish the terms and provisions of any series of bonds other than
  said First Series, by an instrument in writing executed and acknowledged by
  the Company in such manner as would be necessary to entitle a conveyance of
  real estate to record in all of the States in which any property at the time
  subject to the lien of the Indenture shall be situated; and

WHEREAS, the Company now desires to create a new series of
  bonds and to add to its covenants and agreements contained in the Mortgage,
  as heretofore supplemented, certain other covenants and agreements to be observed
  by it and to alter and amend in certain respects the covenants and provisions
  contained in the Mortgage; and

WHEREAS, the execution and delivery by the Company of this
  70th Supplemental Indenture, and the terms of the bonds of the Seventy-eighth
  Series, hereinafter referred to, have been duly authorized by the Board of Directors
  of the Company by appropriate Resolutions of said Board of Directors;

NOW, THEREFORE, THIS INDENTURE WITNESSETH: That PPL Electric
  Utilities Corporation, in consideration of the premises and of One Dollar to
  it duly paid by the Trustee at or before the ensealing and delivery of these
  presents, the receipt whereof is hereby acknowledged, and in further evidence
  of assurance of the estate, title and rights of the Trustee and in order further
  to secure the payment both of the principal of and interest and premium, if
  any, on the bonds from time to time issued under the Indenture, according to
  their tenor and effect and the performance of all the provisions of the Indenture
  (including any modification made as in the Mortgage provided) and of said bonds,
  hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
  pledges, sets over and confirms (subject, however, to Excepted Encumbrances
  as defined in Section 6 of the Mortgage) unto Deutsche Bank Trust Company Americas,
  as Trustee under the Indenture, and to its successor or successors in said trust,
  and to said Trustee and its successors and assigns forever, all property, real,
  personal and mixed, of the kind or nature specifically mentioned in the Mortgage,
  as heretofore supplemented, or of any other kind or nature, acquired by the
  Company after the date of the execution and delivery of the Sixty-ninth Supplemental
  Indenture (except any herein or in the Mortgage, as heretofore supplemented,
  expressly excepted and except any which may not lawfully be mortgaged or pledged
  under the Indenture), now owned or, subject to the provisions of Section 87
  of the Mortgage, hereafter acquired by the Company (by purchase, consolidation,
  merger, donation, construction, erection or in any other way) and wheresoever
  situated, including (without in anywise limiting or impairing by the enumeration
  of the same the scope and intent of the foregoing) all lands, power sites, flowage
  rights, water rights, water locations, water appropriations, ditches, flumes,
  reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and
  all other rights or means for appropriating, conveying, storing and supplying
  water; all rights of way and roads; all plants for the generation of electricity
  by steam, water and/or other power; all power houses, gas plants, street lighting
  systems, standards and other equipment incidental thereto, telephone, radio
  and television systems, air-conditioning systems and equipment incidental thereto,
  water works, water systems, steam heat and hot water plants, substations, lines,
  service and supply systems, bridges, culverts, tracks, ice or refrigeration
  plants and equipment, offices, buildings and other structures and the equipment
  thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines,
  regulators, meters, transformers, generators, motors, electrical, gas and mechanical
  appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains
  and pipes, service pipes, fittings, valves and connections, pole and transmission
  lines, wires, cables, tools, implements, apparatus, furniture and chattels;
  all municipal and other franchises, consents or permits; all lines for the transmission
  and distribution of electric current, gas, steam heat or water for any purpose
  including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus
  for use in connection therewith; all real estate, lands, easements, servitudes,
  licenses, permits, franchises, privileges, rights of way and other rights in
  or relating to real estate or the occupancy of the same and (except as herein
  or in the Mortgage, as heretofore supplemented, expressly excepted) all the
  right, title and interest of the Company in and to all other property of any
  kind or nature appertaining to and/or used and/or occupied and/or enjoyed in
  connection with any property hereinbefore or in the Mortgage, as heretofore
  supplemented, described;

TOGETHER with all and singular the tenements, hereditaments,
  prescriptions, servitudes, and appurtenances belonging or in anywise appertaining
  to the aforesaid property or any part thereof, with the reversion and reversions,
  remainder and remainders and (subject to the provisions of Section 57 of the
  Mortgage) the tolls, rents, revenues, issues, earnings, income, product and
  profits thereof, and all the estate, right, title and interest and claim whatsoever,
  at law as well as in equity, which the Company now has or may hereafter acquire
  in and to the aforesaid property and franchises and every part and parcel thereof;

IT IS HEREBY AGREED by the Company that, subject to the provisions
  of Section 87 of the Mortgage and to the extent permitted by law, all the property,
  rights, and franchises acquired by the Company (by purchase, consolidation,
  merger, donation, construction, erection or in any other way) after the date
  hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly
  excepted, shall be and are as fully granted and conveyed hereby and as fully
  embraced within the lien hereof and the lien of the Indenture, as if such property,
  rights and franchises were now owned by the Company and were specifically described
  herein and conveyed hereby; and

IT IS HEREBY DECLARED by the Company that all the property,
  rights and franchises now owned or hereafter acquired by the Company have been,
  or are, or will be owned or acquired with the intention to use the same in carrying
  on the business or branches of business of the Company, and it is hereby declared
  that it is the intention of the Company that all thereof, except any herein
  or in the Mortgage, as heretofore supplemented, expressly excepted, shall (subject
  to the provisions of Section 87 of the Mortgage and to the extent permitted
  by law) be embraced within the lien of this 70th Supplemental Indenture
  and the lien of the Indenture;

PROVIDED that the following are not and are not intended to
  be now or hereafter granted, bargained, sold, released, conveyed, assigned,
  transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby
  expressly excepted from the lien and operation of this 70th Supplemental
  Indenture and from the lien and operation of the Indenture, viz: (1)
  cash, shares of stock, bonds, notes and other obligations and other securities
  not hereafter specifically pledged, paid, deposited, delivered or held under
  the Indenture or covenanted so to be; (2) goods, wares, merchandise, equipment,
  apparatus, materials, or supplies held for the purpose of sale or other disposition
  in the usual course of business; fuel, oil and similar materials and supplies
  consumable in the operation of any of the properties of the Company; construction
  equipment acquired for temporary use; all aircraft, rolling stock, trolley coaches,
  buses, motor coaches, automobiles and other vehicles and materials and supplies
  held for the purposes of repairing or replacing (in whole or part) any of the
  same; all timber, minerals, mineral rights and royalties; (3) bills, notes and
  accounts receivable, judgments, demands and choses in action, and all contracts,
  leases and operating agreements not specifically pledged under the Indenture
  or covenanted so to be; the Company's contractual rights or other interest in
  or with respect to tires not owned by the Company; (4) the last day of the term
  of any lease or leasehold which may be or become subject to the lien of the
  Indenture; and (5) electric energy, gas, steam, ice, and other materials or
  products generated, manufactured, produced or purchased by the Company for sale,
  distribution or use in the ordinary course of its business; provided, however,
  that the property and rights expressly excepted from the lien and operation
  of the Indenture in the above subdivisions (2) and (3) shall (to the extent
  permitted by law) cease to be so excepted in the event and as of the date that
  the Trustee or a receiver or trustee shall enter upon and take possession of
  the Mortgaged and Pledged Property in the manner provided in Article XIII of
  the Mortgage by reason of the occurrence of a Default as defined in Section
  65 thereof, as supplemented by the provisions of this Sixty-eighth Supplemental
  Indenture;

TO HAVE AND TO HOLD all such properties, real, personal and
  mixed, granted, bargained, sold, released, conveyed, assigned, transferred,
  mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended
  so to be, unto Deutsche Bank Trust Company Americas, as Trustee, and its successors
  and assigns forever;

IN TRUST NEVERTHELESS for the same purposes and upon the same
  terms, trusts and conditions and subject to and with the same provisos and covenants
  as are set forth in the Mortgage, as heretofore supplemented, this 70th
  Supplemental Indenture being supplemental to the Mortgage;

AND IT IS HEREBY COVENANTED by the Company that all the terms,
  conditions, provisos, covenants and provisions contained in the Mortgage, as
  heretofore supplemented, shall affect and apply to the property hereinbefore
  described and conveyed and to the estate, rights, obligations and duties of
  the Company and the Trustee and the beneficiaries of the trust with respect
  to said property, and to the Trustee and its successors as Trustee of said property
  in the same manner and with the same effect as if the said property had been
  owned by the Company at the time of the execution of the Mortgage, and had been
  specifically and at length described in and conveyed to the Trustee by the Mortgage
  as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustee
  and its successors in said trust under the Indenture, as follows:

ARTICLE I.

Seventy-eighth Series of Bonds

SECTION I. There shall be a series of bonds designated "First
  Mortgage Bonds, 3.125% Pollution Control Series due 2008" (herein sometimes
  referred to as the "Seventy-eighth Series"), each of which shall also
  bear the descriptive title First Mortgage Bonds, and the form thereof, which
  shall be established by Resolution of the Board of Directors of the Company,
  shall contain suitable provisions with respect to the matters hereinafter in
  this Section specified. Bonds of the Seventy-eighth Series shall be limited
  to $90 million in aggregate principal amount, except as provided in Section
  16 of the Mortgage, and shall be issued as fully registered bonds in denominations
  of One Thousand Dollars and in any multiple or multiples of One Thousand Dollars;
  each bond of the Seventy-eighth Series shall mature on November 1, 2008, shall
  bear interest at the rate of 3.125% per annum, payable semi-annually on May
  1 and November 1 of each year; the principal of and interest on each said bond
  to be payable at the office or agency of the Company in the Borough of Manhattan,
  The City of New York, and interest on each said bond to be also payable at the
  office of the Company in the City of Allentown, Pennsylvania, in such coin or
  currency of the United States of America as at the time of payment is legal
  tender for public and private debts. Bonds of the Seventy-eighth Series shall
  be dated as in Section 10 of the Mortgage provided.

The bonds of the Seventy-eighth Series shall be issued by the
  Company, registered in the name of and delivered to JPMorgan Chase Bank, as
  trustee (the "2001 Trustee") under an Indenture dated as of August
  1, 2001 (the "2001 Indenture"), to provide for the payment when due
  (whether at maturity, by acceleration or otherwise) of the principal and interest
  of the Securities (as defined in the 2001 Indenture) to be issued from time
  to time under the 2001 Indenture.

The bonds of the Seventy-eighth Series shall not be transferable
  by the 2001 Trustee, except to a successor trustee under the 2001 Indenture.
  Bonds of the Seventy-eighth Series so transferable to a successor trustee under
  the 2001 Indenture may be transferred at the principal office of the Trustee
  in the Borough of Manhattan, The City of New York.

Any payment or deemed payment by the Company under the 2001
  Indenture of the principal of or premium, if any, or interest, if any on the
  securities which shall been authenticated and delivered under the 2001 Indenture
  (the "Senior Secured Bonds") on the basis of the issuance and delivery
  to the 2001 Trustee of bonds of the Seventy-eighth Series (other than by the
  application of the proceeds of a payment in respect of such bonds) shall, to
  the extent hereof, be deemed to satisfy and discharge the obligation of the
  Company, if any, to make a payment of principal of, or premium, or interest
  on such bonds, as the case may be, which is then due.

The Trustee may conclusively presume that the obligation of
  the Company to pay the principal of or interest on the bonds of the Seventy-eighth
  Series as the same shall become due and payable shall have been fully satisfied
  and discharged unless and until it shall have received a written notice from
  the 2001 Trustee, signed by an authorized officer thereof, stating that the
  principal of or interest on specified bonds of the Seventy-eighth Series has
  become due and payable and has not been fully paid, and specifying the amount
  of funds required to make such payment.

(I) Each holder of a bond of the Seventy-eighth Series consents
  that the bonds of the Seventy-eighth Series shall be redeemable, in whole at
  any time, or in part from time to time, prior to maturity, without notice provided
  in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed,
  in each case, together with accrued interest to the date fixed for redemption,
  if, and at such times and in the same principal amounts as, the Senior Secured
  Bonds shall have become subject to mandatory or optional redemption.

(II) The bonds of the Seventy-eighth Series shall also be redeemable,
  in whole at any time, or in part from time to time, prior to maturity, at a
  redemption price equal to the principal amount thereof, together with accrued
  and unpaid interest to the date of payment of such principal amount, upon receipt
  by the Trustee of a written notice from the 2001 Trustee (i) delivered to the
  Trustee and the Company, (ii) signed by its President or any Vice President,
  (iii) stating that an Event of Default has occurred under the 2001 Indenture
  and is continuing and that, as a result, there then is due and payable a specified
  amount with respect to the Securities Outstanding under the 2001 Indenture,
  for the payment of which the 2001 Trustee has not received funds, and (iv) specifying
  the principal amount of the bonds of the Seventy-eighth Series to be redeemed.
  Delivery of such notice shall constitute a waiver by the 2001 Trustee of notice
  of redemption under the Indenture.

(III) At the option of the registered owner, any bonds of the
  Seventy-eighth Series, upon surrender thereof, for cancellation, at the office
  or agency of the Company in the Borough of Manhattan, The City of New York,
  shall be exchangeable for a like aggregate principal amount of bonds of the
  same series, interest rate, maturity and other terms of other authorized denominations.

Subject to the provisions of the third paragraph of this Section
  1, Bonds of the Seventy-eighth Series shall be transferable, upon the surrender
  thereof for cancellation, together with a written instrument of transfer in
  form approved by the registrar duly executed by the registered owner or by his
  duly authorized attorney, at the office or agency of the Company in the Borough
  of Manhattan, The City of New York; provided that such transfer shall not result
  in any security being required to be registered under the Securities Act of
  1933, as amended, and an opinion of counsel satisfactory to the Company to such
  effect shall have been provided to the Company.

The bonds of the Seventy-eighth Series shall not be redeemable
  by the application of cash deposited with the Trustee pursuant to the provisions
  of Section 64.

Upon any transfer or exchange of bonds of the Seventy-eighth
  Series, the Company may make a charge therefor sufficient to reimburse it for
  any tax or taxes or other governmental charge, as provided in Section 12 of
  the Mortgage, but the Company hereby waives any right to make a charge in addition
  thereto for any exchange or transfer of bonds of the Seventy-eighth Series.

ARTICLE II.
Miscellaneous Provisions

SECTION 2. The Company reserves the right to make such amendments
  to the Mortgage, as supplemented, as shall be necessary in order to delete subsection
  (I) of Section 39 of the Mortgage, and each holder of bonds of the Seventy-eighth
  Series hereby consents to such deletion without any other or further action
  by any holder of bonds of the Seventy-eighth Series.

SECTION 3. The terms defined in the Mortgage, as heretofore
  supplemented, shall, for all purposes of this Seventieth Supplemental Indenture,
  have the meanings specified in the Mortgage, as heretofore supplemented.

SECTION 4. Whenever in this 70th Supplemental Indenture
  either of the parties hereto is named or referred to, this shall, subject to
  the provisions of Articles XVI and XVII of the Mortgage, be deemed to include
  the successors and assigns of such party, and all the covenants and agreements
  in this 70th Supplemental Indenture contained by or on behalf of
  the Company, or by or on behalf of the Trustee shall, subject as aforesaid,
  bind and inure to the respective benefits of the respective successors and assigns
  of such parties, whether so expressed or not.

SECTION 5. So long as any bonds of the Seventy-eighth Series
  and remain Outstanding, unless this provision shall have been waived in writing
  by the holders of a majority in aggregate principal amount of bonds of the Seventy-eighth
  Series Outstanding at the time of such consent, subdivision (c) of Section 65
  of the Mortgage shall read as follows:

"(c) Failure to pay interest or premium, if any,
          upon or principal (whether at maturity as therein expressed or by declaration,
          or otherwise) of any Outstanding Qualified Lien Bonds or of any outstanding
          indebtedness secured by any mortgage or other lien (not included in
          the term Excepted Encumbrances) prior to the lien of this Indenture,
          existing upon any property of the Company which is subject to the lien
          and operation of this Indenture continued beyond the period of grace,
          if any, specified in such mortgage or Qualified Lien or other lien securing
          the same;"

SECTION 6. A breach of a specified covenant or agreement of
  the Company contained in this 70th Supplemental Indenture shall become
  a Default under the Indenture upon the happening of the events provided in Section
  65(g) of the Mortgage with respect to such a covenant or agreement.

SECTION 7. The Trustee hereby accepts the trusts herein declared,
  provided, created or supplemented and agrees to perform the same upon the terms
  and conditions herein and in the Mortgage, as heretofore supplemented, set forth
  and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever
  for or in respect of the validity or sufficiency of this 70th Supplemental
  Indenture or for or in respect of the recitals contained herein, all of which
  recitals are made by the Company solely. Each and every term and condition contained
  in Article XVII of the Mortgage, as heretofore amended by said First through
  Sixty-ninth Supplemental Indentures, shall apply to and form part of this 70th
  Supplemental Indenture with the same force and effect as if the same were herein
  set forth in full with such omissions, variations and insertions, if any, as
  may be appropriate to make the same conform to the provisions of this 70th
  Supplemental Indenture.

SECTION 8. Nothing in this 70th Supplemental Indenture,
  expressed or implied, is intended, or shall be construed, to confer upon, or
  to give to, any person, firm or corporation, other than the parties hereto and
  the holders of the bonds and coupons Outstanding under the Indenture, any right,
  remedy or claim under or by reason of this 70th Supplemental Indenture
  or by any covenant, condition, stipulation, promise or agreement hereof, and
  all the covenants, conditions, stipulations, promises and agreements in this
  70th Supplemental Indenture contained by or on behalf of the Company
  shall be for the sole and exclusive benefit of the parties hereto, and of the
  holders of the bonds and coupons Outstanding under the Indenture.

SECTION 9. This 70th Supplemental Indenture shall
  be executed in several counterparts, each of which shall be an original and
  all of which shall constitute but one and the same instrument.

PPL ELECTRIC UTILITIES CORPORATION does hereby constitute and
  appoint JAMES E. ABEL, Treasurer of PPL ELECTRIC UTILITIES CORPORATION, to be
  its attorney for it, and in its name and as and for its corporate act and deed
  to acknowledge this 70th Supplemental Indenture before any person
  having authority by the laws of the Commonwealth of Pennsylvania to take such
  acknowledgment, to the intent that the same may be duly recorded, and DEUTSCHE
  BANK TRUST COMPANY AMERICAS does hereby constitute and appoint Susan Johnson,
  a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, to be its attorney
  for it, and in its name and as and for its corporate act and deed to acknowledge
  this 70th Supplemental Indenture before any person having authority
  by the laws of the Commonwealth of Pennsylvania to take such acknowledgment,
  to the intent that the same may be duly recorded.



IN WITNESS WHEREOF, PPL ELECTRIC UTILITIES CORPORATION has
  caused its corporate name to be hereunto affixed, and this instrument to be
  signed and sealed by its President, one of its Vice Presidents or its Treasurer,
  and its corporate seal to be attested by its Secretary or one of its Assistant
  Secretaries for and in its behalf, in the City of Allentown, Pennsylvania, and
  DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto
  affixed, and this instrument to be signed and sealed by one of its Principals,
  Vice Presidents, Trust Officers or Associates, and its corporate seal to be
  attested by one of its Vice Presidents, Assistant Vice Presidents, Trust Officers
  or Associates, in The City of New York, as of the day and year first above written.

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

Attest:

/s/ Diane M. Koch

Assistant Secretary



| | DEUTSCHE BANK TRUST COMPANY AMERICAS                                        
| | ----------------------------------------------------------------------------
| | By:/s/ Susan Johnson
      Name:  Susan Johnson
      Title:  Vice President

Attest:

/s/ Dorothy Robinson

Dorothy Robinson
  Vice President



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

On this 12th day of February, 2003, 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 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.

| | /s/ Susan Fields                                                                                                                                  
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Notary Public                                                                                                                                     
| | Susan Fields
      NOTARY PUBLIC, State of New York
      No. 31-4980055
      Qualified in New York County
      Commission Expires April 8, 2003





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



On this 11th day of February, 2003, before me, a notary public,
  the undersigned, personally appeared Susan Johnson, who acknowledged herself
  to be a Vice President of DEUTSCHE BANK TRUST COMPANY Americas, 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.

| | /s/  Oneaka Hendricks                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Notary Public                                                                                                                                                     
| | ONEAKA HENDRICKS
      Notary Public, State of New York
      Registration #01HE6063947
      Qualified in Kings County
      My Commission Expires Sept. 10, 2005

Deutsche Bank Trust Company Americas hereby certifies that its precise name
  and address as Trustee hereunder are:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Corporate Trust and Agency Services
  60 Wall Street, MS NYC60-2515
  New York, New York 10005

| | DEUTSCHE BANK TRUST COMPANY AMERICAS                                        
| | ----------------------------------------------------------------------------
| | By:/s/ Susan Johnson
      Name:  Susan Johnson
      Title:  Vice President