Exhibit 4.1


    Exhibit
      4.1

    


    


    STATEMENT
      WITH RESPECT TO SHARES

    


    OF

    


    PPL
      ELECTRIC UTILITIES CORPORATION

    


    _________________________________

    


    1.
      The
      name of the corporation is PPL Electric Utilities Corporation (the
“Corporation”).

    


    2.
      The
      resolution of the Executive Committee of the Board of Directors of the
      Corporation (the “Executive Committee”) amending its articles under 15 Pa.C.S. §
1522(b) is provided below:

    


    RESOLVED,
      That pursuant to authority provided under Article V and Article VI, Division
      D
      of this Corporation’s Amended and Restated Articles of Incorporation, this
      Corporation is hereby authorized to issue a series of Preference Stock with
      the
      designations, powers, preferences and rights set forth on Exhibit
      A
      attached
      hereto.

    


    3.
      The
      aggregate number of shares of the series established and designated by the
      resolution that is the subject of this statement is 2,500,000
      shares.

    


    4.
      The
      resolution was adopted by the Executive Committee, an authorized committee
      of
      the Board of Directors of the Corporation, on March 29, 2006.

    


    5.
      This
      Statement with Respect to Shares shall be effective on April 6, 2006, at 9:00
      a.m. (New York Eastern Daylight Time).

    


    IN
      TESTIMONY WHEREOF, the undersigned corporation has caused this Statement with
      Respect to Shares to be signed by a duly authorized officer thereof on April
      5,
      2006.

    


    PPL
      ELECTRIC UTILITIES CORPORATION

     

    By:
      ________________________

         Name:
      James E. Abel

         Title:
      Treasurer

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    SECTION
      1. Designation.
      The
      shares of such series of Preference Stock shall be designated “Preference Stock,
      6.25% Series” (referred to herein as the “Series One Preference
      Stock”).

     

    SECTION
      2. Authorized
      Number; Par Value.
      The
      number of shares constituting the Series One Preference Stock shall be 2,500,000
      shares. The shares shall be without par value.

     

    SECTION
      3. Dividends.
      The
      holders of shares of Series One Preference Stock shall be entitled to receive,
      when, as and if declared by the Board of Directors of the Corporation, out
      of
      funds legally available for that purpose under 15 Pa.C.S. § 1551 (relating to
      distributions to shareholders) or any superseding provision of law,
      non-cumulative quarterly cash dividends at an annual rate of 6.25% of the
      liquidation preference of each share. Dividends on the Series One Preference
      Stock are payable quarterly in arrears on the 1st day of January, April, July
      and October of each year (each a “Dividend Payment Date”), when, as and if
      declared, beginning on July 1, 2006. If any of those dates is not a
      New York business day, then the dividend payment date will be the next
      succeeding New York business day. “New York business day” means any
      day that is not a Saturday or Sunday and that, in New York City, is not a
      day on which banking institutions generally are authorized or obligated by
      law
      or executive order to be closed. Dividends with respect to the July 1, 2006
      Dividend Payment Date shall accrue, when, as and if declared, from the date
      of
      issuance of the Series One Preference Stock, and all other dividends shall
      accrue, when, as and if declared, from the first day of the applicable dividend
      period. The amount of dividends payable for any period will be computed on
      the
      basis of a 360-day year consisting of twelve 30-day months. Dividends shall
      be
      payable to holders of record as they appear on the stock records of the
      Corporation (or its registrar) on each record date, which shall be a date not
      exceeding forty (40) days and not less than ten (10) days preceding the
      applicable Dividend Payment Date, to be fixed by the Board of Directors of
      the
      Corporation.

    No
      dividends may be paid on any other Preference Stock, whether or not the dividend
      rate, dividend payment dates, rights to cumulative or non-cumulative dividends,
      or redemption or liquidation prices per share thereof are different from those
      of the Series One Preference Stock (the “Dividend Parity Preference Stock”),
      unless there shall also be or have been paid on the Series One Preference Stock,
      dividends for the then-current quarterly dividend period of the Series One
      Preference Stock ending on or before the dividend payment date of such Dividend
      Parity Preference Stock, ratably in proportion to the respective amounts of
      dividends (a) accumulated and unpaid, with respect to any such Dividend Parity
      Preference Stock entitled to cumulative dividends, and (b) accrued and unpaid,
      with respect to (i) any such Dividend Parity Preference Stock not entitled
      to
      cumulative dividends and (ii) the Series One Preference Stock (it being
      understood that dividends on such non-cumulative shares described in (b) shall
      be without accumulation of unpaid dividends for prior dividend
      periods).

    So
      long
      as any shares of Series One Preference Stock shall be outstanding, no dividend
      (other than dividends or distributions paid in shares of, or options, warrants
      or rights to subscribe for or purchase shares of, the common stock of the
      Corporation (the “Common Stock”) or any other stock of the Corporation ranking
      as to the payment of dividends subordinate to the Series One Preference Stock
      (“Dividend Junior Stock”)), whether in cash or property, may be paid, nor may
      any distribution be made, on the Dividend Junior Stock, unless dividends have
      been paid on the Series One Preference Stock for the quarterly dividend period
      of the Series One Preference Stock ending on or before the dividend payment
      date
      of such Dividend Junior Stock; provided, however, that the foregoing dividend
      preference shall not be cumulative and shall not in any way create any claim
      or
      right in favor of the holders of shares of Series One Preference Stock in the
      event that dividends have not been declared or paid or set apart on the Series
      One Preference Stock in respect of any prior dividend period. If the full
      dividend on the Series One Preference Stock is not paid for any quarterly
      dividend period, the holders of shares of Series One Preference Stock will
      have
      no claim in respect of the unpaid amount so long as no dividend (other than
      those referred to above) is paid on the Dividend Junior Stock for such dividend
      period.

    The
      Corporation may, in its discretion, choose to pay dividends on the Series One
      Preference Stock without the payment of any dividends on its Dividend Junior
      Stock.

    The
      holders of shares of Series One Preference Stock will not be entitled to any
      dividends, whether payable in cash or property, other than as herein provided
      and will not be entitled to interest, or any sum in lieu of interest, in respect
      of any dividend payment.

    


    SECTION
      4. Liquidation
      Preference.
      In the
      event of a voluntary or involuntary liquidation, dissolution or winding up
      of
      the Corporation, the holders of shares of Series One Preference Stock shall
      be
      entitled to receive from the assets of the Corporation (whether capital or
      surplus), prior to any payment to the holders of shares of Common Stock or
      any
      other class of stock of the Corporation ranking as to assets subordinate to
      the
      Series One Preference Stock upon voluntary or involuntary liquidation,
      dissolution or winding up (the “Liquidation Junior Stock”), $100.00 per share,
      plus the declared but unpaid dividends from prior periods and accrued and unpaid
      dividends for the then-current dividend period to the date on which payment
      thereof is made available, whether or not earned or declared. The Series One
      Preference Stock will share, without preference or priority of one over the
      other, with any other Preference Stock, whether or not the dividend rate,
      dividend payment dates, rights to cumulative or non-cumulative dividends, or
      redemption or liquidation prices per share thereof are different from those
      of
      the Series One Preference Stock (the “Liquidation Parity Preference Stock”) in
      terms of any receipt of amounts distributed upon a voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation.

    The
      holders of shares of Series One Preference Stock shall not be entitled to
      receive the preferential amounts as aforesaid until any amounts due, as
      specified in the Amended and Restated Articles of Incorporation, to the holders
      of any other stock of the Corporation ranking as to distribution of assets
      senior to the Series One Preference Stock upon a voluntary or involuntary
      liquidation, dissolution or winding up, including the 41⁄2% Preferred Stock and
      all of the Series Preferred Stock, shall have been paid (or a sum set aside
      therefor sufficient to provide for payment) in full. After payment of the full
      amount of the preferential amounts to the holders of shares of Series One
      Preference Stock, such holders will not be entitled to any further participation
      in any distribution of assets by the Corporation. If, upon any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation, the
      assets of the Corporation, or proceeds thereof, distributable among the holders
      of shares of Liquidation Parity Preference Stock and Series One Preference
      Stock
      shall be insufficient to pay in full the preferential amounts payable thereon,
      then such assets, or the proceeds thereof, shall be distributable among such
      holders ratably in accordance with the respective amounts which would be payable
      on such shares if all amounts payable thereon were paid in full (but without,
      in
      the case of any non-cumulative preference stock (including the Series One
      Preference Stock), accumulation of undeclared dividends for prior dividend
      periods).

    For
      the
      purposes hereof, the terms “involuntary liquidation, dissolution or winding up”
shall include, without being limited to, a liquidation, dissolution or winding
      up of the Corporation resulting in the distribution of all of the net proceeds
      of a sale, lease or conveyance of all or substantially all of the property
      or
      business of the Corporation to any governmental body including, without
      limitation, any municipal corporation or political subdivision or
      authority.

    


    SECTION
      5. Conversion.
      The
      Series One Preference Stock is not convertible into, or exchangeable for, any
      other class or classes of stock or any other securities or property of the
      Corporation.

    


    SECTION
      6. Redemption.
      The
      Series One Preference Stock shall not be redeemable prior to April 6, 2011.
      On
      or after that date, subject to the notice provisions set forth below and subject
      to any further limitations which may be imposed by law, the Corporation, at
      its
      option to be exercised upon authority of the Board of Directors of the
      Corporation, may redeem the whole or any part of the Series One Preference
      Stock, at any time or from time to time, at the redemption price equal to the
      liquidation preference per share plus an amount equal to the amount of the
      declared and unpaid dividends from the Dividend Payment Date immediately
      preceding the redemption date through the redemption date, but without
      accumulation of unpaid dividends on the Series One Preference Stock for prior
      dividend periods. If less than all of the outstanding shares of Series One
      Preference Stock are to be redeemed, the Corporation will select the shares
      to
      be redeemed from the outstanding shares not previously called for redemption
      by
      lot or pro rata (as nearly as practicable).

    In
      the
      event the Corporation shall redeem shares of Series One Preference Stock,
      written notice of such redemption shall be given by first class mail, postage
      prepaid, mailed not less than 30 days nor more than 60 days prior to the
      redemption date, to each holder of record of the shares to be redeemed at such
      holder’s address as the same appears on the stock records of the Corporation (or
      its registrar); provided, however, that no failure to give such notice nor
      any
      defect therein shall affect the validity of the proceeding for the redemption
      of
      any shares of Series One Preference Stock to be redeemed except as to the holder
      to whom the Corporation has failed to mail said notice or except as to the
      holder whose notice was defective. Each such notice shall state: (a) the
      redemption date; (b) the number of shares of Series One Preference Stock to
      be
      redeemed and, if less than all the shares held by such holder are to be redeemed
      from such holder, the number of shares to be redeemed from such holder; (c)
      the
      redemption price and any declared and unpaid dividends to the redemption date;
      and (d) the place or places where receipts evidencing the shares for such shares
      are to be surrendered for payment of the redemption price. 

    The
      Corporation’s obligation to provide funds for the payment of the redemption
      price (and any declared and unpaid dividends to the redemption date) of the
      shares called for redemption shall be deemed fulfilled if, on or before a
      redemption date, the Corporation shall deposit, with a bank or trust company,
      or
      an affiliate of a bank or trust company, having an office or agency in the
      United States and having a capital and surplus of at least $50,000,000, funds
      sufficient to pay the redemption price (and any declared and unpaid dividends
      to
      the redemption date) of the shares called for redemption, in trust for the
      account of the holders of the shares to be redeemed, with irrevocable
      instructions and authority to such bank or trust company that such funds be
      delivered upon redemption of the shares of Series One Preference Stock so called
      for redemption.

    Subject
      to applicable escheat laws, any moneys so set aside by the Corporation and
      unclaimed at the end of two years from the redemption date shall revert to
      the
      general funds of the Corporation, after which reversion the holders of such
      shares so called for redemption shall look only to the general funds of the
      Corporation for the payment of the amounts payable upon such redemption. Any
      interest accrued on funds so deposited shall be paid to the Corporation from
      time to time.

    The
      Series One Preference Stock will not be subject to any mandatory redemption,
      sinking fund or other similar provisions. In addition, the holders of shares
      of
      Series One Preference Stock will have no right to require redemption of any
      shares of Series One Preference Stock.

    Shares
      of
      Series One Preference Stock that have been issued and reacquired in any manner,
      including shares purchased or redeemed, shall (upon compliance with any
      applicable provisions of the laws of the Commonwealth of Pennsylvania) have
      the
      status of authorized but unissued shares of the class of Series One Preference
      Stock. 

    


    SECTION
      7. Voting
      Rights.
      The
      holders of shares of Series One Preference Stock shall have no voting rights,
      except as may be required by law from time to time. The holders of shares of
      Series One Preference Stock shall have no voting rights with respect to the
      amendment to the Amended and Restated Articles of Incorporation of the
      Corporation to be voted on at the 2006 annual meeting of shareowners to be
      held
      on April 26, 2006, to increase the authorized amount of preference stock from
      5,000,000 to 10,000,000 shares.