exhibit4e.htm


    
      Exhibit
4(e)


       

      


       

      


    

     

    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-seventh
Supplemental Indenture

    


    


    


    Providing
among other things for

    First
Mortgage Bonds, 7.125% Collateral Series due 2013

     

    


     

    _____________________________

     

    Dated
as of October 1, 2008

     

    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    Seventy-seventh
Supplemental Indenture

     

    SEVENTY-SEVENTH SUPPLEMENTAL
INDENTURE, dated as of the lst day
of October, 2008 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-seventh 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-seventh 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

            
	
              Seventy-second
      Supplemental
      Indenture                                                                           

            	
              February
      1, 2005

            
	
              Seventy-third
      Supplemental
      Indenture                                                                           

            	
              May
      1, 2005

            
	
              Seventy-fourth
      Supplemental
      Indenture                                                                           

            	
              June
      1, 2005

            
	
              Seventy-fifth
      Supplemental
      Indenture                                                                           

            	
              December
      1, 2005

            
	
              Seventy-sixth
      Supplemental
      Indenture                                                                           

            	
              August
      1, 2007

            


    

    


     

    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

            	
              None

            
	
              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

            	
              None

            
	
              6.55%
      Series due
      2006                                                                        

            	
              150,000,000

            	
              None

            
	
              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

            	
              None

            
	
              7.70%
      Series due
      2009                                                                        

            	
              200,000,000

            	
              325,000

            
	
              Pollution
      Control Series
      K                                                                        

            	
              55,000,000

            	
              None

            
	
              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

            	
              None

            
	
              6-1/4%
      Series due August 15,
      2009                                                                        

            	
              500,000,000

            	
              485,785,000

            
	
              3.125%
      Pollution Control Series due
      2008                                                                        

            	
              90,000,000

            	
                90,000,0001

            
	
              4.30%
      Collateral Series due
      2013                                                                        

            	
              100,000,000

            	
              100,000,000

            
	
              4.70%
      Pollution Control Series due
      2029                                                                        

            	
              115,500,000

            	
              115,500,000

            
	
              4.75%
      Pollution Control Series due
      2027                                                                        

            	
              108,250,000

            	
              108,250,000

            
	
              4.95%
      Collateral Series due
      2015                                                                        

            	
              100,000,000

            	
              100,000,000

            
	
              5.15%
      Collateral Series due
      2020                                                                        

            	
              100,000,000

            	
              100,000,000

            
	
              6.45%
      Collateral Series due
      2037                                                                        

            	
              250,000,000

            	
              250,000,000

            


    

     

    1  To
mature November 1, 2008.

     

    which
bonds are also sometimes called bonds of the First through Eighty-fourth 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-seventh Supplemental
Indenture, and the terms of the bonds of the Eighty-fifth 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-sixth
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-seventh 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-seventh 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-seventh 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-seventh
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.

     

    Eighty-fifth
Series of Bonds

     

    SECTION
1. There
shall be a series of bonds designated “First Mortgage Bonds, 7.125% Collateral
Series due 2013” (herein sometimes referred to as the “Eighty-fifth 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
Eighty-fifth Series shall be limited to $400 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 Eighty-fifth
Series shall mature on November 30, 2013, shall bear interest at the rate of
7.125% per annum, payable semi-annually on May 30 and November 30 of each year,
commencing May 30, 2009; 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 Eighty-fifth Series
shall be dated as in Section 10 of the Mortgage provided.

     

    The bonds
of the Eighty-fifth Series shall be issued by the Company, registered in the
name of and delivered to The Bank of New York Mellon 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 Eighty-fifth Series shall not be transferable by the 2001 Trustee, except
to a successor trustee under the 2001 Indenture.  Bonds of the
Eighty-fifth 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 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 Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth Series consents that the bonds of the
Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth 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
Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth 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 Eighty-fifth Series hereby
consents to such deletion without any other or further action by any holder of
bonds of the Eighty-fifth Series.

     

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

     

    SECTION
4. Whenever
in this Seventy-seventh 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-seventh 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 Eighty-fifth 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 Eighty-fifth 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-seventh 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-seventh 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 Seventy-sixth Supplemental Indentures, shall apply to and form part of
this Seventy-seventh 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-seventh Supplemental Indenture.

     

    SECTION
8. Nothing
in this Seventy-seventh 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-seventh Supplemental Indenture or by any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Seventy-seventh
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-seventh 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-seventh 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-seventh
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:

    
                                               


    Name:  Diane
M. Koch

    Title:  Assistant
Secretary

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    As
Trustee

    


    By:
Deutsche Bank National Trust Company

    


    


                                                                                  


    Name:               

                                    Title:

     

     

    
                                                                                    


      Name:               

                                      Title:

    

     

    


                    
                            



    Attest:

    


    ________________________________

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      
        
          
            
              	
                      COMMONWEALTH
      OF PENNSYLVANIA

                    	
                      )

                    	 
      
	 
      	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
      OF LEHIGH

                    	
                      )

                    	 
      


            

          

        

         

      

      
 

    

    


    


    On this
17th day of October, 2008, before me, a notary public, the undersigned,
personally appeared James E. Abel, who acknowledged himself to be Treasurer of
PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania and that he, as such Treasurer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as Treasurer.

     

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

     

     

     

    
       

      
         

        
          	
                   
      

                	
                	 	 


        

        
          	
                   
      

                	
                  Notary
      Public

                


        

      

    

    


     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      
        
          
            
              	
                      STATE
      OF NEW JERSEY

                    	
                      )

                    	 
      
	 
      	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
      OF ESSEX

                    	
                      )

                    	 
      


            

          

        

         

      

       

    

    


    


    On this
17th day of October, 2008, before me, a notary public, the undersigned,
personally appeared ____________ and ____________, who acknowledged themselves
to be a ___________ and a _____________, respectively, of Deutsche Bank National
Trust Company, acting on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, a
corporation and that they, as such ___________ and _____________ of Deutsche
Bank National Trust Company, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by themselves as a ___________ and a _____________, respectively, of
Deutsche Bank National Trust Company.

     

    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

    Global
Debt Services

    60 Wall
Street, MS NYC60-2515

    New York,
New York 10005

    


    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS

     

    By:  DEUTSCHE
BANK NATIONAL TRUST COMPANY,

     as Trustee

    
       

       

       

                                                                       

      Name: 

      Title: