Exhibit 10(d)

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PPL ELECTRIC UTILITIES CORPORATION



TO

JPMORGAN CHASE BANK,
  (formerly known as The Chase Manhattan Bank)
  Trustee









_____________________________

Supplemental Indenture No. 3
  Dated as of May 1, 2003



_____________________________

Supplemental to the Indenture
  dated as of August 1, 2001



_____________________________

Establishing Terms of

Senior Secured Bonds, 4.30% Series due 2013





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SUPPLEMENTAL INDENTURE NO. 3

SUPPLEMENTAL
  INDENTURE No. 3, dated as of the 1st day of May, 2003 made and entered into
  by and between PPL ELECTRIC UTILITIES CORPORATION, a corporation of the Commonwealth
  of Pennsylvania, whose address is Two North Ninth Street, Allentown, Pennsylvania
  18101 (hereinafter sometimes called the "Company"), and JPMORGAN CHASE
  BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation,
  whose address is 4 New York Plaza, 15th Floor, New York, New York
  10004 (hereinafter sometimes called the "Trustee"), as Trustee under
  the Indenture, dated as of August 1, 2001 (hereinafter called the "Original
  Indenture"), this Supplemental Indenture No. 3 being supplemental thereto.
  The Original Indenture and any and all indentures and instruments supplemental
  thereto are hereafter sometimes collectively called the "Indenture."



RECITALS OF THE COMPANY

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



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



Pursuant
  to Article Three of the Original Indenture, the Company has established a fourth
  series of Securities, such series of Securities to be hereinafter sometimes
  called "Securities of the Fourth Series."



As
  contemplated in Section 301 of the Original Indenture, the Company wishes to
  establish the designation and certain terms of the Securities of the Fourth
  Series. The Company has duly authorized the execution and delivery of this Supplemental
  Indenture No. 3 to establish the designation and certain terms of the Securities
  of the Fourth Series and has duly authorized the issuance of such Securities;
  and all acts necessary to make this Supplemental Indenture No. 3 a valid agreement
  of the Company, and to make the Securities of the Fourth Series valid obligations
  of the Company, have been performed.



NOW,
  THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 3 WITNESSETH, that, for and in consideration
  of the premises and of the purchase of the Securities by the Holders thereof,
  it is mutually covenanted and agreed, for the equal and proportionate benefit
  of the Holders of the Securities of the Fourth Series, as follows:

ARTICLE ONEFourth Series Of Securities

SECTION 101.The Securities of the Fourth Series shall
  be designated Senior Secured Bonds, 4.30% Series due 2013, and shall have the
  terms provided therefor in this Article One of this Supplemental Indenture No.
  3, shall be limited in aggregate principal amount (except as contemplated in
  Section 301(b) of the Original Indenture) to $100,000,000, and shall have such
  terms as are hereby established for such Securities of the Fourth Series as
  contemplated in Section 301 of the Original Indenture. The form or forms and
  additional terms of the Securities of the Fourth Series shall be established
  in an Officer's Certificate of the Company, as contemplated by Section 201 of
  the Original Indenture.

SECTION 102.Covenants.

So long as any Securities of the Fourth Series shall remain Outstanding, each
  of the following shall be an additional covenant of the Company under the Indenture:

(a)   The Company shall not declare any dividends on its shares
  of common stock or commit to make any other distribution on its shares of common
  stock (other than dividends and distributions payable in shares of its common
  stock), or purchase or redeem any shares of its common stock, other than with
  the proceeds of additional common stock financing (each such payment or distribution
  or purchase, a "Restricted Payment"), if and for so long as the average
  of the Interest Coverage Ratios for the four most recently ended fiscal quarters
  immediately preceding the date of declaration of any such Restricted Payment
  falls below 1.5. The Company shall not declare any cash dividend on shares of
  its common stock, or otherwise commit to making any other Restricted Payment,
  unless such dividend or other Restricted Payment is payable within 120 days
  of the date of declaration or other commitment.

(b)   If the Company receives a Dividend Notice from the Independent
  Administrator, the Company shall not make any Restricted Payment until such
  time as the Company has delivered to the Independent Administrator an Exceptions
  Opinion, a Materiality Certificate, or a Correction Notice (in each case, as
  such terms are defined in the Compliance Administration Agreement), as contemplated
  by Section 10(d) of the Compliance Administration Agreement.

(c)   If and for so long as the average of the Interest Coverage
  Ratios for the four consecutive fiscal quarters immediately preceding any date
  of determination falls below 1.5, the Company shall initiate a filing for rate
  relief with the Pennsylvania Public Utility Commission ("PUC") within
  90 days, unless the Company is not eligible for such rate relief under applicable
  law, regulation or orders or policies of the PUC then in effect.

(d)   The Company will not issue additional Securities (other
  than (i) Securities issued to refund Outstanding Securities, outstanding bonds
  issued under the PPL 1945 Mortgage, or any other Class A Bonds and (ii) Securities
  authenticated and delivered upon registration of transfer of, or in exchange
  for, or in lieu of, other Securities of such series pursuant to Section 304,
  305, 306, 506 or 1306 of the Indenture), unless the Company shall have received
  Rating Agency Confirmations from each applicable Rating Agency, each to the
  effect that the issuance of such additional Securities will not result in the
  reduction or withdrawal of the ratings on the Outstanding Securities of the
  Fourth Series below the lower of (x) such Rating Agency's rating on such Outstanding
  Securities then in effect or (y) such Rating Agency's Threshold Rating.

(e)   The Company shall not, subject to the requirements of
  applicable law, regulation and policies of applicable regulatory bodies, engage
  in any business, either directly or through subsidiaries of the Company, other
  than its electric transmission and distribution businesses and businesses related
  to or arising out of the electric transmission and distribution businesses.

(f)   The Company will not consolidate with or merge with or
  into, or convey or otherwise transfer, or lease, as or substantially as an entirety,
  its Electric Utility Property to any Person, unless:

(i)   the provisions of Section 1201 of the Indenture are complied
  with;

(ii)   immediately after giving effect to such transaction,
  the Consolidated Net Worth of the Company or the Successor Company, as the case
  may be, is not less than that of the Company immediately prior to the transaction;
  and

(iii)   the Company shall have received Rating Agency Confirmations
  from each applicable Rating Agency, each to the effect that the merger, consolidation
  or other transaction will not result in the reduction or withdrawal of the ratings
  on the Outstanding Securities of the Fourth Series below the lower of (x) such
  Rating Agency's rating on such Outstanding Securities then in effect or (y)
  such Rating Agency's Threshold Rating.

(g)   The Company will not acquire tangible electric transmission
  and distribution assets of any other electric transmission and distribution
  company having a value in excess of 20% of the total assets of the Company and
  its consolidated subsidiaries as shown on the Company's most recent audited
  consolidated balance sheet unless the Company shall have received Rating Agency
  Confirmations from each applicable Rating Agency, each to the effect that the
  acquisition will not result in the reduction or withdrawal of the ratings on
  the Outstanding Securities of the Fourth Series below the lower of (x) such
  Rating Agency's rating on such Outstanding Securities then in effect or (y)
  such Rating Agency's Threshold Rating.

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

(i)   The Securities of the Fourth Series shall have the benefit
  of the covenant of the Company contained in Section 707 of the Indenture.

(j)   The Company will comply in all material respects with
  Articles X and XI of its Amended and Restated Articles of Incorporation and
  Article IX of its Bylaws, in each case as such documents may be amended from
  time to time in accordance with the terms thereof.

(k)   The Company will not solicit its affiliates to obtain,
  or accept from any of its affiliates, any guarantee by such affiliate of any
  obligation of the Company.

(l)   The Company shall notify the Holders of the Securities
  of the Fourth Series of the discharge of the Lien of the Indenture pursuant
  to Section 1811 of the Original Indenture promptly after the recording of the
  instruments of discharge executed by the Trustee.

SECTION 103.Release of Mortgaged Property.

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

SECTION 104.Additional Condition to Release Date.

So long as any Securities of the Fourth Series shall remain Outstanding, it
  shall be a condition to the occurrence of the Release Date under Section 1811
  of the Original Indenture, that the Company deliver to the Trustee Rating Agency
  Confirmations from each applicable Rating Agency, each to the effect that the
  discharge of the Lien of the Indenture will not result in the reduction or withdrawal
  of the ratings on the Outstanding Securities of the Fourth Series below the
  lower of (x) such Rating Agency's rating on such Outstanding Securities then
  in effect or (y) such Rating Agency's Threshold Rating.

SECTION 105.Events of Default.

So long as any Securities of the Fourth Series shall remain Outstanding, the
  occurrence and continuation of the following shall be an additional Event of
  Default under the Indenture: the Trustee shall receive a Noncompliance Notice
  from the Independent Administrator under the Compliance Administration Agreement,
  unless and until the Independent Administrator shall have informed the Trustee
  that such Noncompliance Notice is no longer in effect.

In the absence of actual receipt of a Noncompliance Notice as provided in this
  Section 105, nothing herein shall be deemed to charge the Trustee with knowledge
  of any failure by the Company or the Independent Administrator to comply with
  the Compliance Administration Agreement, or with any duty to inquire as to the
  Company's or the Independent Administrator's compliance therewith.

SECTION 106.   Definitions. For purposes of this Article
  One,

"Compliance Administration Agreement" shall mean that Compliance
  Administration Agreement between the Company and Global Securitization Services,
  LLC, as Independent Administrator as such agreement shall be amended or supplemented
  from time to time.

"Consolidated Net Worth" shall mean, with respect to any Person,
  the excess of such Person's consolidated assets over its consolidated liabilities,
  determined in accordance with generally accepted accounting principles;

"Dividend Notice" shall mean a notice from the Independent
  Administrator as contemplated by Section 10(d) of the Compliance Administration
  Agreement.

"Funds from Operation" means for any period with respect to
  the Company and its consolidated subsidiaries, the aggregate amount of consolidated
  net income of the Company and its consolidated subsidiaries (x) plusdeferred income taxes, depreciation and amortization expense, preferred
  dividends, extraordinary expense items, any non-recurring or non-cash charges
  to net income (whether or not an extraordinary item) and any expense associated
  with intangible transition charges, and (y) minusany deferred investment
  tax credit, any extraordinary revenue items and any income associated with intangible
  transition charges, all computed in accordance with generally accepted accounting
  principles in effect on the date of original issue of the Securities of the
  Fourth Series;

"Gross Interest Expense" means for any period, the interest
  expense on indebtedness of the Company and its consolidated subsidiaries minus
  any interest expense associated with intangible transition debt;

"Independent
  Administrator" shall mean, initially, Global Securitization Services,
  LLC, as Administrator under the Compliance Administration Agreement, and its
  successors in such capacity from time to time.

"Interest
  Coverage Ratio" means the ratio of (i) the sum of Funds from Operation
  plus Gross Interest Expense to (ii) Gross Interest Expense;

"Noncompliance
  Notice" shall mean a notice from the Independent Administrator as contemplated
  by Section 11(a) of the Compliance Administration Agreement.

"Rating
  Agency" shall mean any of Fitch, Inc. ("Fitch"), Moody's
  Investors Service, Inc. ("Moody's"), and Standard & Poor's, a
  Division of The McGraw-Hill Companies, Inc. ("S&P"), and, in each
  case, its respective successors and assigns, or absent a successor to any such
  Rating Agency, or if such entity shall cease to rate Securities of the Fourth
  Series, such other nationally recognized statistical rating organization as
  may be selected by the Company and designated a Rating Agency with respect to
  the Securities of the Fourth Series. Notwithstanding any provision of the Indenture,
  if any Rating Agency ceases to exist or to rate Securities of the Fourth Series,
  the Company may, but shall not be required to, so designate another nationally
  recognized statistical rating organization as a Rating Agency with respect to
  the Securities of the Fourth Series.

"Rating Agency Confirmations" shall mean written evidence
  of the ratings on the Securities of the Fourth Series of each of the three Rating
  Agencies; provided that if any of such Rating Agencies ceases to exist or to
  rate Securities of the Fourth Series, "Rating Agency Confirmations"
  shall mean the written evidence of the ratings on the Securities of the Fourth
  Series by any remaining Rating Agency or Rating Agencies.

"Restricted Payment" shall have the meaning set forth in Section
  102; and

"Threshold Rating"shall mean, with respect to Securities
  of the Fourth Series, A- in the case of Fitch, A3 in the case of Moody's, and
  A- in the case of S&P, or, in each case, the equivalent rating if any such
  Rating Agency shall change its rating designations.

SECTION 107.   Satisfaction and Discharge. The Company
  hereby agrees that, if the Company shall make any deposit of money and/or Eligible
  Obligations with respect to any Securities of the Fourth Series, or any portion
  of the principal amount thereof, as contemplated by Section 801 of the Indenture,
  the Company shall not deliver an Officer's Certificate described in clause (z)
  in the first paragraph of said Section 801 unless the Company shall also deliver
  to the Trustee, together with such Officer's Certificate, either:

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

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

SECTION 108.   Trustee to Hold Class A Bonds In New York.So long as any Securities of the Fourth Series remain Outstanding, the Trustee
  shall hold in the State of New York all Class A Bonds delivered to and to be
  held by it pursuant to Sections 1602 and 1701 of the Indenture; provided that
  the Trustee may hold such Class A Bonds in another jurisdiction if it receives
  an Opinion of Counsel to the effect that the perfection and priority of the
  security interest, if any, created by the last sentence of such Section 1701
  will continue in such other jurisdiction and notifies the Company of such change
  in jurisdiction.

ARTICLE TWOMiscellaneous Provisions

SECTION 201.This Supplemental Indenture No. 3 is
  a supplement to the Indenture. As supplemented by this Supplemental Indenture
  No 3, the Indenture is in all respects ratified, approved and confirmed, and
  the Indenture and this Supplemental Indenture No. 3 shall together constitute
  the Indenture.

SECTION 202.The recitals contained in this Supplemental
  Indenture No. 3 shall be taken as the statements of the Company, and the Trustee
  assumes no responsibility for their correctness and makes no representations
  as to the validity or sufficiency of this Supplemental Indenture No. 3.

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

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
  Indenture No. 3 to be duly executed, and their respective corporate seals to
  be hereunto affixed and attested, all as of the day and year first written above.

| | PPL ELECTRIC UTILITIES CORPORATION                                                 
| | -----------------------------------------------------------------------------------
| |                                                                                    
| | By: /s/  James E.
        Abel
        Name: James E. Abel
        Title: Treasurer

Attest:

/s/ Diane M. KochAssistant Secretary



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| |  | JPMORGAN CHASE BANK
      By: /s/ Alfia Monastra    Name: Alfia Monastra
            Title: Vice President
| |  | ----------------------------------------------------------------------------------------------------------

Attest:

/s/ Sonja EggeSonja Egge
  Assistant Vice President



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



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

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



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|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 Alfia Monastra, who acknowledged herself to be a Vice President of
  JPMORGAN CHASE BANK, 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.

| |                                                                                                                                                          | By: /s/ James M. Foley       Notary Public
| | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------
| |                                                                                                                                                          |                                           
| | JAMES M. FOLEY NO. 01FO6348400
        Notary Public, State of New York
        Qualified in New York County
        My Commission Expires Aug. 31, 2006 |                                           

JPMorgan Chase Bank, hereby certifies that its precise name and address as
  Trustee hereunder are:

| | JPMorgan Chase Bank
        Institutional Trust Services
        4 New York Plaza, 15th Floor
        New York, New York 10004
        Attn: International/Project Finance Group | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                                                  | 
| |                                                                                                                                                                                  | 

| |  | JPMORGAN CHASE BANK
      By: /s/ Sonja Egge    Assistant Vice President
| |  | ------------------------------------------------------------------------



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SCHEDULE A



|SupplementalIndenture No. | Dated
          as of      | Series | Series
          Designation                                                       | Principal
          AmountAuthorized | Principal
          AmountIssued | Principal
          AmountOutstanding 1
|------------------------- | -------------------------- | ------ | ---------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------- | ---------------------------------------
|1                         | August 1,
          2001   | First  | Senior Secured
          Bonds,
          5 7/8% Series due 2007                   | $ 300,000,000                        | $ 300,000,000                    | $ 300,000,000                          
|1                         | August 1,
          2001   | Second | Senior Secured
          bonds,
          6 1/4% Series due 2009                   | $ 500,000,000                        | $ 500,000,000                    | $ 500,000,000                          
|2                         | February
          1, 2003 | Third  | Senior Secured
          Bonds, 3.125%
          Pollution Control Series due 2008 | $ 90,000,000                         | $ 90,000,000                     | $ 90,000,000                           



1 As of May 1, 2003.