Exhibit
        4(b)
 
 
  
   **PPL
        ELECTRIC UTILITIES CORPORATION**
 
  **TO**
  **JPMORGAN
        CHASE BANK, N.A.,**
 **(formerly
        known as The Chase Manhattan Bank)**
 **Trustee**
  
 
 
 
 **_____________________________**
  **Supplemental
        Indenture No. 5**
 **Dated
        as of May 1, 2005**
 
  **_____________________________**
  **Supplemental
        to the Indenture**
 **dated
        as of August 1, 2001**
 
  **_____________________________**
  **Establishing
        Terms of**
 
 **Senior
        Secured Bonds, 4.75% Pollution Control Series due 2027**
  
 
 
 
 
  
  **SUPPLEMENTAL
        INDENTURE NO. 5**
  **SUPPLEMENTAL
        INDENTURE No. 5** ,
        dated
        as of the 1 st day of
        May, 2005 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, N.A.** (formerly known as The Chase Manhattan Bank), a national banking association,
        whose address is 4 New York Plaza, 15 th 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. 5 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
        sixth
        series of Securities, such series of Securities to be hereinafter sometimes
        called “Securities of the Sixth 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 Sixth
        Series. The Company has duly authorized the execution and delivery of this
        Supplemental Indenture No. 5 to establish the designation and certain terms
        of
        the Securities of the Sixth Series and has duly authorized the issuance of
        such
        Securities; and all acts necessary to make this Supplemental Indenture No.
        5 a
        valid agreement of the Company, and to make the Securities of the Sixth Series
        valid obligations of the Company, have been performed.
  NOW,
        THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 5 WITNESSETH, that, for and in
        consideration of the premises and of other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, it is mutually
        covenanted and agreed, for the equal and proportionate benefit of the Holders
        of
        the Securities of the Sixth Series, as follows:
  **ARTICLE
        One**
  **Sixth
        Series of Securities**
  **SECTION
        101.**  **Securities
        of the** **Sixth
        Series.** The
        Securities of the Sixth Series shall be designated Senior Secured Bonds,
        4.75%
        Pollution Control Series due 2027, and shall have the terms provided therefor
        in
        this Article One of this Supplemental Indenture No. 5, shall be limited in
        aggregate principal amount (except as contemplated in Section 301(b) of the
        Original Indenture) to $108,250,000, and shall have such terms as are hereby
        established for such Securities of the Sixth Series as contemplated in Section
        301 of the Original Indenture. The form or forms and additional terms of
        the
        Securities of the Sixth Series shall be established in an Officer’s Certificate
        of the Company, as contemplated by Section 301 of the Original
        Indenture.
  **SECTION
        102.**  **Covenants.**
  So
        long
        as any Securities of the Sixth Series shall remain Outstanding, each of the
        following shall be an additional covenant of the Company under the
        Indenture:
  (a)  After
        the
        date of the first authentication of Securities of the Sixth Series, the Company
        shall not issue additional Class A Bonds under the PPL 1945 Mortgage except
        for
        Class A Bonds (i) to replace mutilated, destroyed, lost or stolen Class A
        Bonds
        of the same series or to effect transfers, exchanges, or partial redemptions,
        payments or retirements of Class A Bonds; (ii) to be delivered to the Trustee
        under the Indenture; or (iii) to refund or refinance outstanding Class A
        Bonds.
  (b)  The
        Securities of the Sixth Series shall have the benefit of the covenant of
        the
        Company contained in Section 707 of the Indenture.
  (c)  The
        Company shall notify the Holders of the Securities of the Sixth 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 Sixth Series shall remain Outstanding, any Officer’s
        Certificate delivered pursuant to Section 1803(b) of the Original Indenture
        shall also state that (except in any case where a Governmental Authority
        has
        lawfully ordered the Company to divest itself of such property) such release
        is,
        in the judgment of the signers, desirable in the conduct of the business
        of the
        Company.
  **SECTION
        104.**  **Satisfaction
        and Discharge.** The
        Company hereby agrees that, if the Company shall make any deposit of money
        and/or Eligible Obligations with respect to any Securities of the Sixth Series,
        or any portion of the principal amount thereof, as contemplated by Section
        801
        of the Indenture, the Company shall not deliver an Officer’s Certificate
        described in clause (z) in the first paragraph of said Section 801 unless
        the
        Company shall also deliver to the Trustee, together with such Officer’s
        Certificate, either:
  (a)  an
        instrument wherein the Company, notwithstanding the satisfaction and discharge
        of its indebtedness in respect of such Securities, shall retain the obligation
        (which shall be absolute and unconditional) to irrevocably deposit with the
        Trustee or Paying Agent such additional sums of money, if any, or additional
        Eligible Obligations (meeting the requirements of Section 801), if any, or
        any
        combination thereof, at such time or times, as shall be necessary, together
        with
        the money and/or Eligible Obligations theretofore so deposited, to pay when
        due
        the principal of and premium, if any, and interest due and to become due
        on such
        Securities or portions thereof, all in accordance with and subject to the
        provisions of said Section 801; provided, however, that such instrument may
        state that the obligation of the Company to make additional deposits as
        aforesaid shall be subject to the delivery to the Company by the Trustee
        of a
        notice asserting the deficiency accompanied by an opinion of an independent
        public accountant of nationally recognized standing, selected by the Trustee,
        showing the calculation thereof (which opinion shall be obtained at the expense
        of the Company); or
  (b)  an
        Opinion of Counsel to the effect that the Holders of such Securities, or
        portions of the principal and amount thereof, will not recognize income,
        gain or
        loss for United States federal income tax purposes as a result of the
        satisfaction and discharge of the Company’s indebtedness in respect thereof and
        will be subject to United States federal income tax on the same amounts,
        at the
        same times and in the same manner as if such satisfaction and discharge had
        not
        been effected.
  **SECTION
        105.**  **Trustee
        to Hold Class A Bonds In New York.** So long
        as any Securities of the Sixth Series remain Outstanding, the Trustee shall
        hold
        in the State of New York all Class A Bonds delivered to and to be held by
        it
        pursuant to Sections 1602 and 1701 of the Indenture; provided that the Trustee
        may hold such Class A Bonds in another jurisdiction if it receives an Opinion
        of
        Counsel to the effect that the perfection and priority of the security interest,
        if any, created by the last sentence of such Section 1701 will continue in
        such
        other jurisdiction and notifies the Company of such change in
        jurisdiction.
  **ARTICLE
        Two**
 
 **Miscellaneous
        Provisions**
  **SECTION
        201.**  This
        Supplemental Indenture No. 5
        is a
        supplement to the Original Indenture. As supplemented by this Supplemental
        Indenture No. 5, the Indenture is in all respects ratified, approved and
        confirmed, and the Original Indenture and this Supplemental Indenture No.
        5
        shall together constitute the Indenture.
  **SECTION
        202.**  The
        recitals contained in this Supplemental Indenture No. 5 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. 5.
  This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.
   
  IN
        WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
        No.
        5 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 CORPORATIONBy  _______________________________________Name:
              James
                  E. AbelTitle:
              Treasurer
 Attest:
  _______________________________________
 Assistant
        Secretary
   
  
  JPMORGAN
                  CHASE BANK, N.A.By  _______________________________________Name:
              Alfia
                  MonastraTitle:
              Vice
                  President
 
 Attest:
 
 
 _______________________________________
 Taeko
        Fukaishi
 Assistant
        Vice President
 
  
  
 COMMONWEALTH
                  OF PENNSYLVANIA
              ))
                  ss.:COUNTY
                  OF LEHIGH
              )
 
 
 On
        this
        17 th 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 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.
 
 
 _______________________________________Notary
                  Public
 
  
  
 STATE
                  OF NEW YORK
              ))
                  ss.:COUNTY
                  OF NEW YORK
              )
 
 On
        this
        17 th day of
        May, 2005, before me, a notary public, the undersigned, personally appeared
        Alfia Monastra, who acknowledged herself to be a Vice President of JPMORGAN
        CHASE BANK, N.A., 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:  _______________________________________Notary
                  Public
 
 
 JPMorgan
        Chase Bank, N.A. hereby certifies that its precise name and address as Trustee
        hereunder are:
  JPMorgan
        Chase Bank, N.A.
 Institutional
        Trust Services
 4
        New
        York Plaza, 15 th Floor
 New
        York,
        New York 10004
 Attn:
        International/Project Finance Group
 
 JPMORGAN
                  CHASE BANK, N.A.By  _______________________________________Vice
                  President
 
 
  
   **SCHEDULE
        A**
  **Supplemental
                  Indenture No.**
              **Dated
                  as of**
              **Series**
              **Series
                  Designation**
              **Principal
                  Amount Authorized**
              **Principal
                  Amount Issued**
              **Principal
                  Amount Outstanding****1**1
              August
                  1, 2001
              First
              Senior
                  Secured Bonds, 57/8%
                  Series due 2007
              $300,000,000
              $300,000,000
              $300,000,0001
              August
                  1, 2001
              Second
              Senior
                  Secured Bonds, 61⁄4% Series due 2009
              $500,000,000
              $500,000,000
              $500,000,0002
              February
                  1, 2003
              Third
              Senior
                  Secured Bonds, 3.125% Pollution Control Series due 2008
              $90,000,000
              $90,000,000
              $90,000,0003
              May
                  1, 2003
              Fourth
              Senior
                  Secured Bonds, 4.30% Series due 2013
              $100,000,000
              $100,000,000
              $100,000,0004
              February
                  1, 2005
              Fifth
              Senior
                  Secured Bonds, 4.70% Pollution Control Series due 2029
              $115,500,000
              $115,500,000
              $115,500,000
 
  1 
            As of May 1, 2005