Exhibit 4(a)


     


    Exhibit
      4(a)

    
      

       

     

    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-third
      Supplemental Indenture

    


    


    


    Providing
      among other things for

    First
      Mortgage Bonds, 4.75% Pollution Control Series due 2027

     

    


     

    _____________________________

     

    Dated
      as of May 1, 2005

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



    Seventy-third
      Supplemental Indenture

     

    SEVENTY-THIRD SUPPLEMENTAL
      INDENTURE, dated as of the lst day
      of
      May, 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-third 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-third 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

            


    

    


     

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

     

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

     

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

     

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

     

    


     

    
      	
              Series

            	
              Principal

              Amount

              Issued

            	
              Principal

              Amount

              Outstanding

            
	 	 	 
	
              3%
                Series due 1975

            	
              $93,000,000

            	
              None

            
	
              2-3/4%
                Series due 1977

            	
              20,000,000

            	
              None

            
	
              3-1/4%
                Series due 1978

            	
              10,000,000

            	
              None

            
	
              2-3/4%
                Series due 1980

            	
              37,000,000

            	
              None

            
	
              3-1/2%
                Series due 1983

            	
              25,000,000

            	
              None

            
	
              3-3/8%
                Series due 1985

            	
              25,000,000

            	
              None

            
	
              4-5/8%
                Series due 1991

            	
              30,000,000

            	
              None

            
	
              4-5/8%
                Series due 1994

            	
              30,000,000

            	
              None

            
	
              5-5/8%
                Series due 1996

            	
              30,000,000

            	
              None

            
	
              6-3/4%
                Series due 1997

            	
              30,000,000

            	
              None

            
	
              6-1/2%
                Series due 1972

            	
              15,000,000

            	
              None

            
	
              7%
                Series due 1999

            	
              40,000,000

            	
              None

            
	
              8-1/8%
                Series due June 1, 1999

            	
              40,000,000

            	
              None

            
	
              9%
                Series due 2000

            	
              50,000,000

            	
              None

            
	
              7-1/4%
                Series due 2001

            	
              60,000,000

            	
              None

            
	
              7-5/8%
                Series due 2002

            	
              75,000,000

            	
              None

            
	
              7-1/2%
                Series due 2003

            	
              80,000,000

            	
              None

            
	
              Pollution
                Control Series A

            	
              28,000,000

            	
              None

            
	
              9-1/4%
                Series due 2004

            	
              80,000,000

            	
              None

            
	
              10-1/8%
                Series due 1982

            	
              100,000,000

            	
              None

            
	
              9-3/4%
                Series due 2005

            	
              125,000,000

            	
              None

            
	
              9-3/4%
                Series due November 1, 2005

            	
              100,000,000

            	
              None

            
	
              8-1/4%
                Series due 2006

            	
              150,000,000

            	
              None

            
	
              8-1/2%
                Series due 2007

            	
              100,000,000

            	
              None

            
	
              9-7/8%
                Series due 1983-1985

            	
              100,000,000

            	
              None

            
	
              15-5/8%
                Series due 2010

            	
              100,000,000

            	
              None

            
	
              11-3/4%
                Series due 1984

            	
              30,000,000

            	
              None

            
	
              Pollution
                Control Series B

            	
              70,000,000

            	
              None

            
	
              Pollution
                Control Series C

            	
              20,000,000

            	
              None

            
	
              14%
                Series due December 1, 1990

            	
              125,000,000

            	
              None

            
	
              15%
                Series due 1984-1986

            	
              50,000,000

            	
              None

            
	
              14-3/4%
                Series A due 1986

            	
              30,000,000

            	
              None

            
	
              14-3/4%
                Series B due 1986

            	
              20,000,000

            	
              None

            
	
              16-1/2%
                Series due 1987-1991

            	
              $52,000,000

            	
              None

            
	
              16-1/8%
                Series due 1992

            	
              100,000,000

            	
              None

            
	
              16-1/2%
                Series due 1986-1990

            	
              92,500,000

            	
              None

            
	
              13-1/4%
                Series due 2012

            	
              100,000,000

            	
              None

            
	
              Pollution
                Control Series D

            	
              70,000,000

            	
              None

            
	
              12-1/8%
                Series due 1989-1993

            	
              50,000,000

            	
              None

            
	
              13-1/8%
                Series due 2013

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series E

            	
              37,750,000

            	
              None

            
	
              13-1/2%
                Series due 1994

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series F

            	
              115,500,000

            	
              None

            
	
              12-3/4%
                Series due 2014

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series G

            	
              55,000,000

            	
              None

            
	
              12%
                Series due 2015

            	
              125,000,000

            	
              None

            
	
              10-7/8%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-5/8%
                Series due 1996

            	
              125,000,000

            	
              None

            
	
              9%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-1/2%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-1/4%
                Series due 1998

            	
              125,000,000

            	
              None

            
	
              9-5/8%
                Series due 1998

            	
              125,000,000

            	
              None

            
	
              10%
                Series due 2019

            	
              125,000,000

            	
              None

            
	
              9-1/4%
                Series due 2019

            	
              250,000,000

            	
              None

            
	
              9-3/8%
                Series due 2021

            	
              150,000,000

            	
              None

            
	
              7-3/4%
                Series due 2002

            	
              150,000,000

            	
              None

            
	
              8-1/2%
                Series due 2022

            	
              150,000,000

            	
              None

            
	
              Pollution
                Control Series H

            	
              90,000,000

            	
              None

            
	
              6-7/8%
                Series due 2003

            	
              100,000,000

            	
              None

            
	
              7-7/8%
                Series due 2023

            	
              200,000,000

            	
              None

            
	
              5-1/2%
                Series due 1998

            	
              150,000,000

            	
              None

            
	
              6-1/2%
                Series due 2005

            	
              125,000,000

            	
              69,434,000

            
	
              6%
                Series due 2000

            	
              125,000,000

            	
              None

            
	
              6-3/4%
                Series due 2023

            	
              150,000,000

            	
              None

            
	
              Pollution
                Control Series I

            	
              53,250,000

            	
              53,250,000

            
	
              6.55%
                Series due 2006

            	
              150,000,000

            	
              146,000,000

            
	
              7.30%
                Series due 2024

            	
              150,000,000

            	
              None

            
	
              6-7/8%
                Series due 2004

            	
              150,000,000

            	
              None

            
	
              7-3/8%
                Series due 2014

            	
              100,000,000

            	
              10,290,000

            
	
              Pollution
                Control Series J

            	
              115,500,000

            	
              None

            
	
              7.70%
                Series due 2009

            	
              200,000,000

            	
              325,000

            
	
              Pollution
                Control Series K

            	
              55,000,000

            	
              55,000,000

            
	
              Short-Term
                Series A

            	
              800,000,000

            	
              None

            
	
              6
                1/8% REset Put Securities Series due 2006

            	
              200,000,000

            	
              None

            
	
              Short-Term
                Series B

            	
              600,000,000

            	
              None

            
	
              5-7/8%
                Series due August 15, 2007

            	
              300,000,000

            	
              254,866,000

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

            	
              500,000,000

            	
              485,785,000

            
	
              3.125%
                Pollution Control Series due 2008

            	
              90,000,000

            	
              90,000,000

            
	
              4.30%
                Collateral Series due 2013

            	
              100,000,000

            	
              100,000,000

            
	
              4.70%
                Pollution Control Series due 2029

            	
              115,500,000

            	
              115,500,000

            


    

    


     

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

     

    SECTION
      1.  There
      shall be a series of bonds designated “First Mortgage Bonds, 4.75% Pollution
      Control Series due 2027” (herein sometimes referred to as the “Eighty-first
      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-first Series shall be limited to $108,250,000 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-first
      Series shall mature on February 15, 2027, shall bear interest at the rate of
      4.75% per annum, payable semi-annually on February 15 and August 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-first Series shall be dated as in Section
      10 of the Mortgage provided.

     

    The
      bonds
      of the Eighty-first 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-first Series shall not be transferable by the 2001 Trustee, except
      to a successor trustee under the 2001 Indenture. Bonds of the Eighty-first
      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 “4.75% 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-first
      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-first 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-first 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-first Series consents that the bonds of the
      Eighty-first 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-first Series shall also be redeemable, in whole at any
      time,
      or in part from time to time, prior to maturity, at a redemption price equal
      to
      the principal amount thereof, together with accrued and unpaid interest to
      the
      date of payment of such principal amount, upon receipt by the Trustee of a
      written notice from the 2001 Trustee (i) delivered to the Trustee and the
      Company, (ii) signed by its President or any Vice President, (iii)(A) stating
      that an Event of Default has occurred under the 2001 Indenture and is continuing
      and that, as a result, there then is due and payable a specified amount with
      respect to the Securities Outstanding under the 2001 Indenture, for the payment
      of which the 2001 Trustee has not received funds or (B) stating that the 4.75%
      Securities have become due and payable pursuant to the mandatory redemption
      provisions therein and in the 2001 Indenture, and the 2001 Indenture Trustee
      has
      not received funds for such payment, and (iv) specifying the principal amount
      of
      the bonds of the Eighty-first 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-first 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-first 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-first 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-first 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-first 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-first Series hereby
      consents to such deletion without any other or further action by any holder
      of
      bonds of the Eighty-first Series.

     

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

     

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

     

    SECTION
      8.  Nothing
      in this Seventy-third 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-third Supplemental Indenture or by any covenant,
      condition, stipulation, promise or agreement hereof, and all the covenants,
      conditions, stipulations, promises and agreements in this Seventy-third
      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-third 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-third 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-third
      Supplemental Indenture before any person having authority by the laws of the
      Commonwealth of Pennsylvania to take such acknowledgment, to the intent that
      the
      same may be duly recorded.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

        PPL
      ELECTRIC UTILITIES CORPORATION

     

        By: ___________________________________

        Name:  James
      E. Abel

        Title:  Treasurer

     Attest:

     

    ___________________________________

    Assistant
      Secretary

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

        DEUTSCHE
      BANK TRUST COMPANY AMERICAS

     

        By: ______________________________________

        Name: Susan
      Johnson

        Title: Vice
      President

    Attest:

     

    ______________________________________

    Dorothy
      Robinson

    Vice
      President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                COMMONWEALTH
                  OF PENNSYLVANIA

              	
                )

              
	 	
                )   
                  ss.:

              
	
                COUNTY
                  OF LEHIGH

                 

              	
                )

                 

              


      

    

     

     

    On
      this
      17th
      day of
      May, 2005, before me, a notary public, the undersigned, personally appeared
      JAMES E. ABEL, who acknowledged himself to be the Treasurer of PPL ELECTRIC
      UTILITIES CORPORATION, a corporation and that he, as such Treasurer, being
      authorized to do so, executed the foregoing instrument for the purposes therein
      contained, by signing the name of the corporation by himself as
      Treasurer.

     

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

     

        ______________________________________

        Notary
      Public

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )   
                ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

    On
      this
      17th
      day of
      May, 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