PPL 8k 12-21 Exhibit 4b Electric Utilities


Exhibit 4(b)




 

 

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-fifth
Supplemental Indenture










Providing
among other things for

First
Mortgage Bonds, 4.95% Collateral Series due December 15, 2015, and


First
Mortgage Bonds, 5.15% Collateral Series due December 15,
2020




_____________________________

 

Dated
as of December 1, 2005

 




 





































Seventy-fifth
Supplemental Indenture

 

SEVENTY-FIFTH
SUPPLEMENTAL INDENTURE, dated as of December 1, 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-fifth
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-fifth 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







 

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
	
      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
	
      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
	
      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

	
      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







 

which
bonds are also sometimes called bonds of the First through Eighty-first 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 two 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-fifth Supplemental
Indenture, and the terms of the bonds of the Eighty-second and Eighty-third
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-fifth
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- fifth 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- fifth 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- fifth 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- fifth
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-second
Series of Bonds




SECTION
1.  There
shall be a series of bonds designated “First Mortgage Bonds, 4.95% Collateral
Series due December 15, 2015” (herein sometimes referred to as the
“Eighty-second 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-second Series shall be limited to $100,000,000 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
Eighty-second Series shall mature on December 15, 2015, shall bear interest at
the rate of 4.95% per annum, payable semi-annually on June 15 and December 15 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 Eighty-second Series shall be dated as in
Section 10 of the Mortgage provided.

 

The bonds
of the Eighty-second 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 Eighty-second Series shall not be transferable by the 2001 Trustee,
except to a successor trustee under the 2001 Indenture. Bonds of the
Eighty-second 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 “4.95% 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-second
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-second 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-second 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-second Series consents that the bonds of the
Eighty-second 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-second 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-second 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-second 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-second 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-second 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-second 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-second Series.




ARTICLE
II.




Eighty-third
Series of Bonds




SECTION
2.  There
shall be a series of bonds designated “First Mortgage Bonds, 5.15% Collateral
Series due December 15, 2020” (herein sometimes referred to as the “Eighty-third
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-third Series shall be limited to $100,000,000 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 Eighty-third
Series shall mature on December 15, 2020, shall bear interest at the rate of
5.15% per annum, payable semi-annually on June 15 and December 15 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 Eighty-third Series shall be dated as in Section 10
of the Mortgage provided.

 

The bonds
of the Eighty-third 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 Eighty-third Series shall not be transferable by the 2001 Trustee, except
to a successor trustee under the 2001 Indenture. Bonds of the Eighty-third
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 “5.15% 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-third
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- third 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-third 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-third Series consents that the bonds of the
Eighty-third 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-third 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-third 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-third 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-third 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-third 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-third 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-third Series.

 

ARTICLE
III.

 

Miscellaneous
Provisions

 

SECTION
3.  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-second Series and
Eighty-third Series hereby consents to such deletion without any other or
further action by any holder of bonds of the Eighty-second Series and
Eighty-third Series.

 

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

 

SECTION
5.  Whenever
in this Seventy-fifth 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-fifth 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
6.  So long
as any bonds of the Eighty-second Series and Eighty-third Series 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-second Series and Eighty-third 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
7.  A breach
of a specified covenant or agreement of the Company contained in this
Seventy-fifth 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
8.  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-fifth 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-fifth
Supplemental Indentures, shall apply to and form part of this Seventy-fifth
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-fifth
Supplemental Indenture.

 

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

 

                                              

Vice
President

 






















COMMONWEALTH
OF PENNSYLVANIA )

                                                                          
  )ss.:

COUNTY OF
LEHIGH                                     
)




On this
___ day of December, 2005, 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 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 December, 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