Exhibit 4(b)-19

PPL ELECTRIC UTILITIES CORPORATION

(formerly PP&L, Inc. and Pennsylvania Power & Light Company)

TO

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

_____________________________

Sixty-ninth Supplemental Indenture





Providing among other things for

Amendments to Mortgage

_____________________________

Dated as of January 1, 2002



Sixty-ninth Supplemental Indenture

SIXTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of January, 2002 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 BANKERS TRUST COMPANY, a corporation of the State of New York, whose address is 4 Albany Street, New York, New York 10006 (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 Sixty-ninth 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 Sixty-ninth 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 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   

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 or are to be 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            | $28,388,000                
|8-1/2% Series due 2022                      | 150,000,000            | 10,911,000                 
|Pollution Control Series H                  | 90,000,000             | 90,000,000                 
|6-7/8% Series due 2003                      | 100,000,000            | 18,768,000                 
|7-7/8% Series due 2023                      | 200,000,000            | 46,213,000                 
|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                         | 200,000,000            | None                       
|57/8% Series due August 15, 2007            | 300,000,000            | 300,000,000                
|61/4% Series due August 15, 2009            | 500,000,000            | 500,000,000                
|                                            |                        |                            

which bonds are also sometimes called bonds of the First through Seventy-seventh Series, respectively; and

WHEREAS, Sections 113 and 116 of the Indenture (as amended by the Sixty-eighth Supplemental Indenture) provide that any modification or alteration of the Indenture may be made if (a) the Trustee shall receive the written consent (in any number of instruments of similar tenor executed by bondholders or by their attorneys appointed in writing) of the holders of a majority or more in principal amount of the bonds Outstanding under the Indenture in lieu of the holding of a meeting pursuant to Article XIX of the Indenture and in lieu of all action at such a meeting and with the same force and affect as a resolution duly adopted in accordance with the provisions of Section 113 of the Indenture and (b) such modification or alteration shall be approved by Resolution of the Board of Directors of the Company, as specified in Section 114, subject to the exceptions provided in Sections 71, 80 and 113 of the Indenture;

WHEREAS, Section 115 of the Indenture provides that instruments supplemental to the Indenture embodying any such modification or alteration may be executed and delivered by the Trustee and the Company;

WHEREAS, the Company now desires to make certain modifications or alterations of the Indenture with the consent of the holders of a majority or more in principal amount of the bonds Outstanding;

WHEREAS, the execution and delivery by the Company of this Sixty-ninth Supplemental Indenture have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors; and

WHEREAS, the holder of a majority or more in principal amount of the bonds Outstanding under the Indenture, has consented in writing to the modifications or alterations set forth in this Sixty-ninth Supplemental Indenture.

The Company further covenants and agrees to and with the Trustee and its successors in said trust under the Indenture, as follows:

ARTICLE I

Amendments

SECTION 1.  New Definitions.Section 2 of the Indenture is hereby amended to add the following paragraphs at the end of Section 2:

The term "corporation" shall mean "corporation, limited liability company, partnership, or trust or other legal entity."

The term "corporate existence" shall mean existence as a legal entity and shall not be interpreted to prevent the Company from changing from one form of legal entity to another.

The term "stockholder" shall mean a holder of any common stock or similar equity security of the Company, a comparable member of the Company if it is a limited liability company, or the owner of comparable equity interests in the Company if the Company becomes another type of legal entity.

The term "Authorized Officer" means the Chairman of the Board, the President, any Vice President or the Treasurer of the Company, or any other person duly authorized pursuant to a Board Resolution to act in respect of matters relating to this Indenture.

The term "2001 Indenture" shall mean the Indenture dated as of August 1, 2001 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank) as trustee, as amended and supplemented.

The term "2001 Trustee" shall mean JPMorgan Chase Bank (formerly The Chase Manhattan Bank) as trustee under the 2001 Indenture.

SECTION 2.  Officer's Certificate.  The definition of the term "Officers' Certificate" in Section 2 of the Indenture is hereby amended to read as follows:

The term "Officer's Certificate" means a certificate signed by an Authorized Officer of the Company and delivered to the Trustee.

The term "Officers' Certificate" is hereby changed to Officer's Certificate wherever it appears in the Indenture.

SECTION 3.  Dividend Covenant.Section 39(III) of the Indenture is hereby deleted.

SECTION 4.  Release Provision.Subdivisions (1) and (2) of the first paragraph of Section 59 are hereby amended to read as follows:

(1) a written order or request signed in the name of the Company by an Authorized Officer requesting the release of such property and transmitting therewith a form of instrument or instruments to effect such release;

(2) an Officer's Certificate describing the property to be released and stating that the Company is not in default in the payment of the interest on any bonds then Outstanding hereunder and that none of the Defaults defined in Section 65 hereof has occurred and is continuing;

The text of clause (a) of subdivision (3) of the first paragraph of Section 59 of the Indenture is hereby deleted.

SECTION 5.  Insurance Provision.  The first sentence of Section 37 of the
Indenture is hereby amended to read as follows:  "That it will keep or cause to be kept all the property subject to the Lien hereof insured against fire to the extent that property of similar character is usually so insured by companies similarly situated and operating like properties, to a reasonable amount, by reputable insurance companies, any loss, except as to materials and supplies and except at to any particular loss less than the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the sum of (1) the principal amount of Securities Outstanding (as defined in the 2001 Indenture) on the date of such particular loss and (2) the principal amount of Class A Bonds Outstanding (as defined in the 2001 Indenture) on the date of such particular loss, other than Class A Bonds (as defined in the 2001 Indenture) delivered to and held by the 2001 Trustee under the 2001 Indenture, to be made
able to the Trustee as the interest of the Trustee may appear, or to the trustee or other holder of any mortgage or other lien constituting a Qualified Lien or a lien prior hereto upon the property subject to the Lien hereof, if the terms thereof require losses so to be made payable; or that it will, in lieu of or supplementing such insurance in whole or in part, adopt some other method or plan of protection against loss by fire at least equal in protection to the method or plan of protection against loss by fire of companies similarly situated and operating properties subject to similar fire hazards or on which properties an equal primary fire insurance rate has been set by reputable insurance companies, and that if it shall adopt such other method or plan, it will, except as to materials and supplies and except at to any particular loss less than the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the sum of (1) the principal amount of Securities Outstanding under the 2001 In

denture on the date of such particular loss and (2) the principal amount of Class A Bonds Outstanding on the date of such particular loss, other than Class A Bonds delivered to and held by the 2001 Trustee under the 2001 Indenture, pay to the Trustee on account of any loss sustained by reasons of the destruction or damage of such property by fire, an amount of cash equal to such loss less any amounts otherwise paid to the Trustee or to the trustee or other holder of any mortgaged or other lien constituting a Qualified Lien or a lien prior hereto upon property subject to the Lien hereof, if the terms thereof require losses so to be paid.

SECTION 6.  Net Earnings Test.Any provision in this Indenture that requires a net earnings test or net earnings certificate as a condition precedent to the issuance or authentication of bonds under the Indenture is hereby deleted, including, but not limited to, the text of Section 27, the text of subdivision (6) of Section 28, and the penultimate paragraph of Section 29.

SECTION 7.  Signatures on Bonds.The first sentence of Section 14 of the Indenture is hereby amended to read as follows:

All bonds authenticated and delivered hereunder shall from time to time, be executed on behalf of the Company by an Authorized Officer, whose signature may be facsimile, and may have the corporate seal of the Company affixed or reproduced thereon attested by its Secretary, any Assistant Secretary or any other Authorized Officer, whose signature may be facsimile.

ARTICLE II.

Miscellaneous Provisions

SECTION 8.  The terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Sixty-ninth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.

SECTION 9.  Whenever in this Sixty-ninth 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 Sixty-ninth 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 10.  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 Sixty-ninth 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 Sixty-eighth Supplemental Indentures, shall apply to and form part of this Sixty-ninth 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 Sixty-ninth Supplemental Indenture.

SECTION 11.  Nothing in this Sixty-ninth 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 Sixty-ninth Supplemental Indenture or by any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Sixty-ninth 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 12.  This Sixty-ninth 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 Sixty-ninth 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 BANKERS TRUST COMPANY does hereby constitute and appoint Susan Johnson, a Vice President of BANKERS TRUST COMPANY, to be its attorney for it, and in its name and as and for its corporate act and deed to acknowledge this Sixty-ninth 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 BANKERS TRUST COMPANY has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Principals, Vice Presidents, Trust Officers or Associates, and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Trust Officers or Associates, in The City of New York, as of the day and year first above written.

PPL ELECTRIC UTILITIES CORPORATION

By:
    Name:James E. Abel
    Title:Treasurer

Attest:

Assistant Secretary

BANKERS TRUST COMPANY

By:
Name:Susan Johnson
Title:Vice President

Attest:



COMMONWEALTH OF PENNSYLVANIA)

)    ss.:

COUNTY OF LEHIGH           
              
         )

On this 16th day of January, 2002, before me, a notary public, the undersigned officer, personally appeared  JAMES E. ABEL, who acknowledged himself to be the Treasurer of PPL ELECTRIC UTILITIES CORPORATION., a corporation and that he, as such Treasurer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Treasurer.

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

Notary Public



STATE OF NEW JERSEY      )

) ss.:

COUNTY OF UNION               )

On this 28th day of January, 2002, before me, a notary public, the undersigned officer, personally appeared SUSAN JOHNSON, who acknowledged herself to be a Vice President of BANKERS TRUST COMPANY, a corporation and that she, as such Vice President, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by herself as Vice President.

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

Notary Public

Bankers Trust Company hereby certifies that its precise name and address as Trustee hereunder are:

Bankers Trust Company
4 Albany Street
New York, New York 10006

BANKERS TRUST COMPANY

By:  
Name:Susan Johnson

Title:Vice President