Exhibit 10(c)

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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-first Supplemental Indenture



Providing among other things for
  First Mortgage Bonds, 4.30% Collateral Series due 2013

_____________________________



Dated as of May 1, 2003

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Seventy-first Supplemental Indenture

SEVENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of the lstday of May, 2003 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-first 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-first 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 



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
        AmountIssued | Principal
        AmountOutstanding
|------------------------------------------- | ------------------------------ | -----------------------------------
|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                    | 110,000,000                        
|6% Series due 2000                          | 125,000,000                    | None                               
|6-3/4% Series due 2023                      | 150,000,000                    | 19,497,000                         
|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                    | 5,805,000                          
|6-7/8% Series due 2004                      | 150,000,000                    | 24,767,000                         
|7-3/8% Series due 2014                      | 100,000,000                    | 10,290,000                         
|Pollution Control Series J                  | 115,500,000                    | 115,500,000                        
|7.70% Series due 2009                       | 200,000,000                    | 325,000                            
|Pollution Control Series K                  | 55,000,000                     | 55,000,000                         
|Short-Term Series A                         | 800,000,000                    | None                               
|6 1/8% REset Put Securities Series due 2006 | 200,000,000                    | None                               
|Short-Term Series B                         | 600,000,000                    | None                               
|5-7/8% Series due August 15, 2007           | 300,000,000                    | 300,000,000                        
|6-1/4% Series due August 15, 2009           | 500,000,000                    | 500,000,000                        
|3.125% Pollution Control Series due 2008    | 90,000,000                     | 90,000,000                         

which bonds are also sometimes called bonds of the First through
  Seventy-eighth 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-first Supplemental Indenture, and the terms of the bonds of the Seventy-ninth
  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 Seventieth 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-first 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-first 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-first
  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-first
  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.

Seventy-ninth Series of Bonds

SECTION 1.   There shall be a series of bonds
  designated "First Mortgage Bonds, 4.30% Collateral Series due 2013"
  (herein sometimes referred to as the "Seventy-ninth 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 Seventy-ninth Series shall
  be limited to $100 million in aggregate principal amount, except as provided
  in Section 16 of the Mortgage, and shall be issued as fully registered bonds
  in denominations of One Thousand Dollars and in any multiple or multiples of
  One Thousand Dollars; each bond of the Seventy-ninth Series shall mature on
  June 1, 2013, shall bear interest at the rate of 4.30% per annum, payable semi-annually
  on June 1 and December 1 of each year; the principal of and interest on each
  said bond to be payable at the office or agency of the Company in the Borough
  of Manhattan, The City of New York, and interest on each said bond to be also
  payable at the office of the Company in the City of Allentown, Pennsylvania,
  in such coin or currency of the United States of America as at the time of payment
  is legal tender for public and private debts. Bonds of the Seventy-ninth Series
  shall be dated as in Section 10 of the Mortgage provided.

The bonds of the Seventy-ninth Series shall be issued by the
  Company, registered in the name of and delivered to JPMorgan Chase Bank, 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 Seventy-ninth Series shall not be transferable
  by the 2001 Trustee, except to a successor trustee under the 2001 Indenture.
  Bonds of the Seventy-ninth Series so transferable to a successor trustee under
  the 2001 Indenture may be transferred at the principal office of the Trustee
  in the Borough of Manhattan, The City of New York.

Any payment by the Company under the 2001 Indenture of the
  principal of or premium, if any, or interest, if any on the securities which
  shall been authenticated and delivered under the 2001 Indenture on the basis
  of the issuance and delivery to the 2001 Trustee of bonds of the Seventy-ninth
  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 Seventy-ninth
  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 Seventy-ninth 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 Seventy-ninth Series consents
  that the bonds of the Seventy-ninth Series may be redeemable at the option of
  the Company or pursuant to the requirements of the Indenture 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 Seventy-ninth 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 Seventy-ninth 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
  Seventy-ninth 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 Seventy-ninth 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 Seventy-ninth 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 Seventy-ninth
  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 Seventy-ninth 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 Seventy-ninth Series hereby consents to such deletion without
  any other or further action by any holder of bonds of the Seventy-ninth Series.

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

SECTION 4.   Whenever in this Seventy-first
  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-first 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 Seventy-ninth
  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 Seventy-ninth 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-first 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-first Supplemental
  Indenture or for or in respect of the recitals contained herein, all of which
  recitals are made by the Company solely. Each and every term and condition contained
  in Article XVII of the Mortgage, as heretofore amended by said First through
  Seventieth Supplemental Indentures, shall apply to and form part of this Seventy-first
  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-first
  Supplemental Indenture.

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

Attest:

/s/ Diane M. KochAssistant Secretary

---



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

Attest:

/s/ Dorothy RobinsonDorothy Robinson
  Vice President

---



|COMMONWEALTH OF PENNSYLVANIA | )        
|---------------------------- | ---------
|                             | )    ss.:
|COUNTY OF LEHIGH             | )        

On
  this 22nd day of May, 2003, 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.

| |  | /s/ Francine A. GreenzweigNotary Public                                                                                                             
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                     
| |  | NOTARIAL SEAL
        FRANCINE A. GREENZWEIG, Notary Public
        City of Allentown, Lehigh County, PA
        My Commission Expires Oct. 29, 2006

---



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

On
  this 23rd day of May, 2003, 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.

| |  | /s/ Annie JaghatspanyanNotary Public                                                                                                                              
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                   
| |  | Annie Jaghatspanyan
        Notary Public, State of New York
        No. 01JA6062022
        Qualified in New York County
        Commission Expires July 30, 2005

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

| | DEUTSCHE BANK TRUST COMPANY AMERICAS
      Corporate Trust and Agency Services
        60 Wall Street, MS NYC60-2515
        New York, New York 10005 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                       | 
| |                                                                                                                                                       | 

DEUTSCHE BANK TRUST COMPANY AMERICAS

| |  |                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------
| |  |                                                                                                         
| |  | By: /s/ Susan Johnson
               Name:  Susan Johnson
        
               Title:  Vice President