Exhibit 4(b)-20



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

_____________________________

Seventy-second Supplemental Indenture







_____________________________

Dated as of February 1, 2005

---





SEVENTY-SECOND SUPPLEMENTAL INDENTURE

SEVENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the lstday of
  February, 2005 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 Seventy-second
  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 Seventy-second 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  
|Seventieth Supplemental Indenture     | February 1, 2003 
|Seventy-first Supplemental Indenture  | May 1, 2003      

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 
        Amount Issued | Principal 
        Amount Outstanding
|------------------------------------------- | -------------------------------- | -------------------------------------
|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                       | None                                 
|6-7/8% Series due 2003                      | 100,000,000                      | None                                 
|7-7/8% Series due 2023                      | 200,000,000                      | None                                 
|5-1/2% Series due 1998                      | 150,000,000                      | None                                 
|6-1/2% Series due 2005                      | 125,000,000                      | 69,434,000                           
|6% Series due 2000                          | 125,000,000                      | None                                 
|6-3/4% Series due 2023                      | 150,000,000                      | None                                 
|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                      | None                                 
|6-7/8% Series due 2004                      | 150,000,000                      | None                                 
|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                      | 254,866,000                          
|6-1/4% Series due August 15, 2009           | 500,000,000                      | 485,785,000                          
|3.125% Pollution Control Series due 2008    | 90,000,000                       | 90,000,000                           
|4.30% Collateral Series due 2013            | 100,000,000                      | 100,000,000                          

which bonds are also sometimes called bonds of the First through
  Seventy-ninth Series, 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 Seventy-second Supplemental
  Indenture, and the terms of the bonds of the Eightieth 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 Seventy-first 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 Seventy-second 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 Seventy-second 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; (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 and (6) any property released from
  the lien of the Mortgage pursuant to Sections 58, 59, 60, 62 or 63 of the Mortgage;
  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 Seventy-second
  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 Seventy-second 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.

Eightieth Series of Bonds

SECTION 1.There shall be a series of bonds designated "First
  Mortgage Bonds, 4.70% Pollution Control Series due 2029" (herein sometimes
  referred to as the "Eightieth 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 Eightieth Series shall be limited to $115,500,000
  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 Eightieth Series shall mature on September 1, 2029, shall bear interest
  at the rate of 4.70% per annum, payable semi-annually on March 1 and September
  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 Eightieth Series shall be dated as in
  Section 10 of the Mortgage provided.

The bonds of the Eightieth Series shall be issued by the Company, registered
  in the name of and delivered to JPMorgan Chase Bank, N.A., 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 Eightieth Series shall not be transferable by the 2001 Trustee,
  except to a successor trustee under the 2001 Indenture. Bonds of the Eightieth
  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 by the Company under the 2001 Indenture of the principal of or
  premium, if any, or interest, if any on the securities (the "4.70% Securities")
  which shall been authenticated and delivered under the 2001 Indenture on the
  basis of the issuance and delivery to the 2001 Trustee of bonds of the Eightieth
  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 Eightieth 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 Eightieth 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 Eightieth Series consents that the bonds of
  the Eightieth Series may be redeemable at the option of the Company or pursuant
  to the requirements of the Mortgage 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 by the Company in a notice
  delivered on or before the date fixed for redemption by the Company to the Trustee
  and to the holders of the bonds to be redeemed.

(II) The bonds of the Eightieth 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)(A) 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 or (B) stating that the 4.70%
  Securities have become due and payable pursuant to the mandatory redemption
  provisions therein and in the 2001 Indenture, and the 2001 Indenture Trustee
  has not received funds for such payment, and (iv) specifying the principal amount
  of the bonds of the Eightieth 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 Eightieth 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 Eightieth 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 Eightieth 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 Eightieth 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 Eightieth 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 Eightieth
  Series hereby consents to such deletion without any other or further action
  by any holder of bonds of the Eightieth Series.

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

SECTION 4.Whenever in this Seventy-second 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 Seventy-second 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 Eightieth 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 Eightieth
  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 Seventy-second 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 Seventy-second 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
  Seventieth Supplemental Indentures, shall apply to and form part of this Seventy-second
  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 Seventy-second
  Supplemental Indenture.

SECTION 8.Nothing in this Seventy-second 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 Seventy-second Supplemental Indenture
  or by any covenant, condition, stipulation, promise or agreement hereof, and
  all the covenants, conditions, stipulations, promises and agreements in this
  Seventy-second 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 Seventy-second 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 Seventy-second 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 Seventy-second
  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:  _____________________________________________________
                Name:  James
        E. Abel
                Title:     Treasurer
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Attest:

__________________________________________
  Assistant Secretary

---



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

Attest:

__________________________________________
  Dorothy Robinson
  Vice President

---

|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 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



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



On this ___ day of February, 2005, 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.

_______________________________________________
                                                                                               Notary
  Public





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

DEUTSCHE BANK TRUST COMPANY AMERICAS

Trust & Securities Services
  60 Wall Street, MS NYC60-2710
  New York, New York 10005

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