exhibit4b.htm


    Exhibit 4(b)

      
        


         

        


      

       

      PPL
ELECTRIC UTILITIES CORPORATION

      


       

      TO

       

      THE BANK OF NEW YORK
MELLON,

       

      


       

      Trustee

       

      


      


      


      


      _____________________________

       

      Supplemental
Indenture No. 8

      Dated
as of October 1, 2008

      


       

      _____________________________

       

      Supplemental
to the Indenture

      dated
as of August 1, 2001

      


       

      _____________________________

       

      Establishing
Terms of

      


      Senior
Secured Bonds, 7.125% Series due 2013

       

      


      


      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Supplemental
Indenture No. 8

       

      SUPPLEMENTAL
INDENTURE No. 8,
dated as of the 1st day of October, 2008, made and entered into by and between
PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania, having its principal corporate offices at Two North Ninth Street,
Allentown, Pennsylvania 18101 (hereinafter sometimes called the “Company”), and
THE BANK OF NEW YORK MELLON, a New York banking corporation, having its
corporate trust office at 101 Barclay Street, 4th Floor, New York, New
York  10286 (hereinafter sometimes called the “Trustee”), as Trustee
under the Indenture, dated as of August 1, 2001 (hereinafter called the
“Original Indenture”), this Supplemental Indenture No. 8 being supplemental
thereto.  The Original Indenture and any and all indentures and
instruments supplemental thereto are hereinafter sometimes collectively called
the “Indenture.”

       

      RECITALS
OF THE COMPANY

       

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

       

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

       

      Pursuant
to Article Three of the Original Indenture, the Company wishes to establish a
tenth series of Securities, such series of Securities to be hereinafter
sometimes called “Securities of the Tenth Series.”

       

      As
contemplated in Section 301 of the Original Indenture, the Company further
wishes to establish the designation and certain terms of the Securities of the
Tenth Series.  The Company has duly authorized the execution and
delivery of this Supplemental Indenture No. 8 to establish the designation and
certain terms of the Securities of the Tenth Series and has duly authorized the
issuance of such Securities; and all acts necessary to make this Supplemental
Indenture No. 8 a valid agreement of the Company, and to make the Securities of
the Tenth Series valid obligations of the Company, have been
performed.

       

      NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 8 WITNESSETH, that, for and in
consideration of the premises and of the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the Holders of the Securities of the Tenth Series, as
follows:

       

      ARTICLE
ONE.

       

      Tenth
Series Of Securities

       

      SECTION
101.   There is
hereby created a series of Securities designated “Senior Secured Bonds, 7.125%
Series due 2013,” and the Securities of such series shall have the terms
provided therefor in this Article One of this Supplemental Indenture No. 8,
shall be limited in aggregate principal amount (except as contemplated in
Section 301(b) of the Original Indenture) to $400,000,000, and shall have such
terms as are hereby established for such Securities of the Tenth Series as
contemplated in Section 301 of the Original Indenture.  The form or
forms and additional terms of the Securities of the Tenth Series shall be
established in an Officer’s Certificate of the Company, as contemplated by
Section 201 of the Original Indenture.

       

      SECTION
102.   Covenants.  So long
as any Securities of the Tenth Series shall remain Outstanding, each of the
following shall be an additional covenant of the Company under the
Indenture:

       

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

       

      (b) So long
as any Securities of the Tenth Series shall remain Outstanding, the Company
shall not cause or permit the Release Date to be established, as contemplated in
Section 1811 of the Original Indenture.

       

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

       

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

       

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

       

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

       

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

         

        ARTICLE
TWO.

         

        Miscellaneous
Provisions

         

        SECTION 201.  This
Supplemental Indenture No. 8 is a supplement to the Original
Indenture.  As supplemented by this Supplemental Indenture No 8, the
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Supplemental Indenture No. 8 shall together constitute the
Indenture.

         

        SECTION 202.  The
recitals contained in this Supplemental Indenture No. 8 shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness and makes no representations as to the validity or sufficiency of
this Supplemental Indenture No. 8.

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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No.
8 to be duly executed as of the day and year first written above.

       

      PPL
ELECTRIC UTILITIES CORPORATION

       

      
        	
                 
      

              	
                By

              	 	 


      

      
        	
                 
      

              	
                Name:

              	
                James
      E. Abel

              


      

      
        	
                 
      

              	
                Title:

              	
                Treasurer

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE BANK
OF NEW YORK MELLON, as Trustee

       

      
        	
                 
      

              	
                By

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          
            
              	
                      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 the Treasurer
of PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth of
Pennsylvania and that he, as such Treasurer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as Treasurer.

       

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

       

       

      
         

        
          	
                   
      

                	
                  By:

                	 	 


        

        
          	
                   
      

                	
                  Notary
      Public

                


        

        


      

      
 

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

       

      
        
          


          
            	
                    STATE
      OF NEW YORK

                  	
                    )

                  	 
      
	 
      	
                    )

                  	
                    ss.:

                  
	
                    COUNTY
      OF NEW YORK

                  	
                    )

                  	 
      


          

          


        

         

      

       

      On this
17th day of October, 2008, before me, a notary public, the undersigned,
personally appeared _________________, who acknowledged herself to be Vice
President of THE BANK OF NEW YORK MELLON, a corporation and that she, as Vice
President, being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by herself as
Vice President.

       

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

       

      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Notary
      Public

              


      

      


       

      The Bank
of New York Mellon hereby certifies that its precise name and address as Trustee
hereunder are:

       

      The Bank
of New York Mellon

      Global
Structured Finance

      101
Barclay Street, 4th Floor

      New York,
New York 10286

      Attn:  Global
Americas

       

      THE BANK
OF NEW YORK MELLON, as Trustee

       

      By:                                                

      


       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      
        	
                Supplemental
 Indenture
      No.

                 

              	
                Dated as
      of

                 

              	
                Series

                 

              	
                Series
      Designation

                 

              	
                Principal
Amount
Authorized

                 

              	
                Principal
      
Amount Issued

                 

              	
                Principal
Amount
Outstanding1

                 

              
	
                1

              	
                August
      1, 2001

              	
                First

              	
                Senior
      Secured Bonds,

                5
      7/8% Series due 2007

              	
                $300,000,000

              	
                $300,000,000

              	
                None

              
	
                1

              	
                August
      1, 2001

              	
                Second

              	
                Senior
      Secured bonds,

                6
      1⁄4% Series due 2009

              	
                $500,000,000

              	
                $500,000,000

              	
                $485,785,000

              
	
                2

              	
                February
      1, 2003

              	
                Third

              	
                Senior
      Secured Bonds, 3.125% Pollution Control Series due 2008

              	
                $90,000,000

              	
                $90,000,000

              	
                $90,000,0002

              
	
                3

              	
                May
      1, 2003

              	
                Fourth

              	
                Senior
      Secured Bonds, 4.30% Series due 2013

              	
                $100,000,000

              	
                $100,000,000

              	
                $100,000,000

              
	
                4

              	
                February
      1, 2005

              	
                Fifth

              	
                Senior
      Secured Bonds, 4.70% Pollution Control Series due 2029

              	
                $115,500,000

              	
                $115,500,000

              	
                $115,500,000

              
	
                5

              	
                May
      1, 2005

              	
                Sixth

              	
                Senior
      Secured Bonds, 4.75% Pollution Control Series due 2027

              	
                $108,250,000

              	
                $108,250,000

              	
                $108,250,000

              
	
                6

              	
                December
      1, 2005

              	
                Seventh

              	
                Senior
      Secured Bonds, 4.95% Series due 2015

              	
                $100,000,000

              	
                $100,000,000

              	
                $100,000,000

              
	
                6

              	
                December
      1, 2005

              	
                Eighth

              	
                Senior
      Secured Bonds, 5.15% Series due 2020

              	
                $100,000,000

              	
                $100,000,000

              	
                $100,000,000

              
	
                7

              	
                August
      1, 2007

              	
                Ninth

              	
                Senior
      Secured Bonds, 6.45% Series due 2037

              	
                $250,000,000

              	
                $250,000,000

              	
                $250,000,000

              


      

      


       

      1  As
of October 1, 2008.

      2 To
mature November 1, 2008.