Exhibit 3(a)-3

AMENDED AND RESTATED ARTICLES OF INCORPORATION



OF



PPL ELECTRIC UTILITIES CORPORATION



ARTICLE I.



The name of the Corporation is



PPL ELECTRIC UTILITIES CORPORATION





ARTICLE II.



The location and post office address of the registered office
  of the Corporation in this Commonwealth is



Two North Ninth Street

Allentown, Pennsylvania 18101





ARTICLE III.



The purpose or purposes for which the Corporation is incorporated
  under the Business Corporation Law of the Commonwealth of Pennsylvania are to
  engage in, and do any lawful act concerning, any or all lawful business for
  which a corporation may be incorporated under said Business Corporation Law,
  including but not limited to:



1.The supply of light, heat or power to the public by means
  of electricity or by any other means.



2.The production, generation, manufacture, transmission, storage,
  distribution or furnishing of artificial or natural gas, electricity or steam
  or air conditioning or refrigerating services, or any combination thereof to
  or for the public.



3.The diverting, pumping or impounding of water for the development
  or furnishing of hydroelectric power to or for the public.



4.The transportation of artificial or natural gas, electricity,
  petroleum or petroleum products or water or any combination of such substances
  for the public.



5.The diverting, developing, pumping, impounding, distributing
  or furnishing of water from either surface or subsurface sources to or for the
  public.



6.Manufacturing, processing, owning, using and dealing in personal
  property of every class and description, engaging in research and development,
  the furnishing of services, and acquiring, owning, using and disposing of real
  property of every nature whatsoever.





ARTICLE IV.



The term for which the Corporation is to exist is perpetual.





ARTICLE V.



The aggregate number of shares which the Corporation shall
  have authority to issue is 185,629,936 shares, divided into 629,936 shares of
  41/2% Preferred Stock, par value $100 per share; 10,000,000 shares of Series
  Preferred Stock, par value $100 per share; 5,000,000 shares of Preference Stock,
  without nominal or par value; and 170,000,000 shares of Common Stock, without
  nominal or par value.





ARTICLE VI.



The designations, preferences, qualifications, limitations,
  restrictions, and the special or relative rights in respect of the shares of
  each class shall be as follows:





Division A - 41/2% PREFERRED STOCK



SECTION 1.Dividend Rate. The 41/2% Preferred
  Stock shall be entitled to dividends, as provided in Division C, at the rate
  of four and one-half percent (41/2%) per annum, such dividends to be cumulative
  from the date of issuance thereof.



SECTION 2.Restrictions on Certain Corporate Action.



(A)Upon the vote of a majority of all the Directors of the
  Corporation and of a majority of the total number of shares of stock then issued
  and outstanding and entitled to vote, the Corporation may from time to time
  create or authorize one or more other classes of stock with such designations,
  rights, privileges, limitations, preferences, voting powers, prohibitions, restrictions
  or qualifications of the voting and other rights and powers and terms as to
  redemption as may be determined by said vote, which may be the same or different
  from the designations, rights, privileges, limitations, preferences, voting
  powers, prohibitions, restrictions or qualifications of the classes of stock
  of the Corporation then authorized; provided, however, that no new class
  of stock shall hereafter be created or authorized which is entitled to dividends
  or shares in distribution of assets on a parity with or in priority to the 41/2%
  Preferred Stock, nor shall there be created or authorized any securities convertible
  into shares of any such stock, unless the holders of record of not less than
  two-thirds of the number of shares of 41/2% Preferred Stock then outstanding
  shall consent thereto in writing or by voting therefor in person or by proxy
  at the meeting of shareholders at which the creation or authorization of such
  new class of stock or such convertible securities is considered. Any such vote
  may authorize any shares of any class then authorized but unissued to be issued
  as shares of such new class or classes.



(B)The expressed rights, privileges, terms and conditions of
  the 41/2% Preferred Stock then outstanding shall not be amended, altered, changed
  or repealed in a manner substantially prejudicial to the holders thereof unless
  the holders of record of not less than two-thirds of the number of shares of
  the 41/2% Preferred Stock then outstanding shall consent thereto in writing
  or by voting therefor in person or by proxy at the meeting of shareholders at
  which such amendment, alteration, change or repeal is considered.





Division B - SERIES PREFERRED STOCK



SECTION 1.Division into Series.



(A)All shares of Series Preferred Stock shall
  be identical except that the dividend rate, the amount to which such shares
  shall be entitled upon redemption and upon liquidation, the sinking fund, if
  any, as well as the provisions, if any, with respect to convertibility may vary
  between different series. The Series Preferred Stock may be divided into, and
  issued from time to time, in one or more series, each of such series to have
  such distinctive designation, terms, relative rights, privileges, limitations,
  preferences and voting powers and such prohibitions, restrictions, and qualifications
  of the voting and other rights and powers as are fixed and determined in this
  Article VI or in a resolution or resolutions providing for the issue of such
  series adopted by the Board of Directors as provided in this Division B.



(B)Authority is hereby expressly granted to the Board of Directors
  to establish one or more series of Series Preferred Stock and with respect to
  each series to fix and determine by resolution or resolutions providing for
  the issue of such series:



(1)the number of shares to constitute such series and the distinctive
  designation thereof to distinguish the shares thereof from the shares of all
  other series and classes;

(2)the dividend rate on the shares of such series, and the
  date or dates from which dividends shall be cumulative;

(3)the amount to which shares of such series shall be entitled
  upon redemption;

(4)the amount to which shares of such series shall be entitled
  upon liquidation;

(5)the amount of the sinking fund, if any, for the purchase
  or redemption of shares of such series; and

(6)the terms and conditions, if any, upon which the shares
  of such series may be converted into other securities of the Corporation



SECTION 2.Restrictions on Certain Corporate Action.



(A)Upon the vote of a majority of all of the Directors of the
  Corporation and of a majority of the total number of shares of stock then issued
  and outstanding and entitled to vote, the Corporation may from time to time
  create or authorize one or more classes of stock in addition to the Series Preferred
  Stock, the 41/2% Preferred Stock, the Preference Stock and the Common Stock,
  with such designations, rights, privileges, limitations, preferences, voting
  powers, prohibitions, restrictions or qualifications of the voting and other
  rights and powers and terms as to redemption as may be determined by said vote,
  which may be the same or different from the designations, rights, privileges,
  limitations, preferences, voting powers, prohibitions, restrictions or qualifications
  of the classes of stock of the Corporation then authorized; provided, however,
  that no new class of stock shall hereafter be created or authorized which is
  entitled to dividends or shares in distribution of assets on a parity with or
  in priority to the Series Preferred Stock, nor shall there be created or authorized
  any securities convertible into shares of any such stock, unless the holders
  of record of not less than two-thirds of the number of shares of the Series
  Preferred Stock and the 41/2% Preferred Stock then outstanding (consenting or
  voting as a single class separate from the holders of the Preference Stock and
  the Common Stock) shall consent thereto in writing or by voting therefor in
  person or by proxy at the meeting of shareholders at which the creation or authorization
  of such new class of stock or such convertible securities is considered. Any
  such vote may authorize any shares of any class then authorized but unissued
  to be issued as shares of such new class or classes.



(C)The provisions of this Section 2 of this Division B requiring
  the approval of a specified percentage of the holders of the Series Preferred
  Stock and the 41/2% Preferred Stock voting or consenting as a class shall be
  construed as in addition to and not in substitution for, any provisions of Division
  A of this Article VI requiring the approval of the holders of a specified percentage
  of the 41/2% Preferred Stock.



(D)The expressed rights, privileges, terms and conditions of
  the Series Preferred Stock then outstanding, insofar as they are set forth in
  the foregoing subsections of this Section 2 shall not be amended, altered, changed
  or repealed in a manner substantially prejudicial to the holders thereof unless
  (1) the holders of record of not less than two-thirds of the number of shares
  of the Series Preferred Stock and the 41/2% Preferred Stock then outstanding
  (consenting or voting as a single class separate from the holders of the Preference
  Stock and the Common Stock) shall consent thereto in writing or by voting therefor
  in person or by proxy at the meeting of shareholders at which such amendment,
  alteration, change or repeal is considered, and (2) the expressed rights, privileges,
  terms and conditions of the 41/2% Preferred Stock, are, at the same time, similarly
  amended, altered, changed or repealed. The expressed rights, privileges, terms
  and conditions of the Series Preferred Stock then outstanding, other than those
  set forth in the foregoing subsections of this Section 2, shall not be amended,
  altered, changed or repealed in a manner substantially prejudicial to the holders
  thereof unless the holders of record of not less than two-thirds of the number
  of shares of the Series Preferred Stock then outstanding shall consent thereto
  in writing or by voting therefor in person or by proxy at the meeting of shareholders
  at which such amendment, alteration, change or repeal is considered.



SECTION 3.Variations Among Series of Series Preferred
  Stock.



(A)4.60% Series Preferred Stock. The terms of
  the "4.60% Series Preferred Stock," in the respects in which the shares
  of such series may vary from shares of other series of the Series Preferred
  Stock shall be as follows: the dividend rate shall be 4.60% per annum, and dividends
  on each share of such series shall be cumulative from the date or dates of initial
  issue of shares of such series; the redemption price shall be $103 per share
  at any time; $103 per share shall be payable upon any voluntary liquidation,
  dissolution or winding up of the Corporation and $100 per share shall be payable
  upon any involuntary liquidation, dissolution or winding up of the Corporation.
  The number of shares of this series authorized is 63,000 shares.



(B)4.40% Series Preferred Stock. The terms of the "4.40%
  Series Preferred Stock" in the respects in which the shares of such series
  may vary from shares of other series of the Series Preferred Stock shall be
  as follows: the dividend rate shall be 4.40% per annum, and dividends on each
  share of such series shall be cumulative from the date or dates of the initial
  issue of shares of such series; the redemption price shall be $102 per share
  at any time; $102 per share shall be payable upon any voluntary liquidation,
  dissolution or winding up of the Corporation and $100 per share shall be payable
  upon any involuntary liquidation, dissolution or winding up of the Corporation.
  The number of shares of this series authorized is 229,214 shares.



(C)3.35% Series Preferred Stock. The terms of the "3.35%
  Series Preferred Stock" in the respects in which the shares of such series
  may vary from shares of other series of the Series Preferred Stock shall be
  as follows: the dividend rate shall be 3.35% per annum and dividends on each
  share of such Series shall be cumulative from the date or dates of the initial
  issue of shares of such series; the redemption price shall be $103.50 per share
  at any time; $103.50 per share shall be payable upon any voluntary liquidation,
  dissolution or winding up of the Corporation and $100 per share shall be payable
  upon any involuntary liquidation, dissolution or winding up of the Corporation.
  The number of shares of this series authorized is 53,248 shares.



(D)6.75% Series Preferred Stock.The terms of the "6.75%
  Series Preferred Stock" in the respects in which the shares of such series
  may vary from shares of other series of the Series Preferred Stock shall be
  as follows:



(1)The dividend rate shall be 6.75% per annum and dividends
  on each share of such Series shall be cumulative from the date or dates of the
  initial issue of shares of such series;



(2)Shares of this Series are not redeemable prior to October
  1, 2003. On or after October 1, 2003, the Corporation may, by resolution of
  the Board of Directors or the Executive Committee of the Board of Directors,
  redeem all, or from time to time, any part of the outstanding shares of this
  Series, at the following redemption prices per share:



|If Redeemed During Twelve Month PeriodEnding
      September 30 | Redemption
        Prices
|--------------------------------------------------------------- | -------------------------
|2004                                                            | 103.38%                  
|2005                                                            | 103.04                   
|2006                                                            | 102.70                   
|2007                                                            | 102.36                   
|2008                                                            | 102.03                   
|2009                                                            | 101.69                   
|2010                                                            | 101.35                   
|2011                                                            | 101.01                   
|2012                                                            | 100.68                   
|2013                                                            | 100.34                   



and thereafter at $100.00 per share. Any shares of this Series
  which are redeemed, repurchased or otherwise reacquired by the Corporation shall,
  until further action by the Board of Directors or the Executive Committee of
  the Board of Directors, have the status of authorized and unissued shares of
  Series Preferred Stock, without designation as to series.



(3)$100.00 per share shall be payable upon any voluntary or
  involuntary liquidation, dissolution or winding up of the Corporation. The shares
  of this Series shall not be convertible into shares of any other class or classes
  or into any other securities of the Corporation. The number of shares of this
  series authorized is 850,000 shares.



(E)6.125% Series Preferred Stock.The terms of
  the "6.125% Preferred Stock" in the respects in which the shares of
  such series may vary from shares of other series of the Series Preferred Stock
  shall be as follows:



(1)The dividend rate shall be 6.125% per share per annum and
  dividends on each share of such Series shall be cumulative from the date or
  dates of the initial issue of shares of such Series;



(2)So long as any shares of this Series remain outstanding,
  the Corporation, after full dividends on all outstanding shares of the 41/2%
  Preferred Stock and the Series Preferred Stock, including this Series, for all
  past dividend periods shall have been paid or set aside, shall redeem as and
  for a sinking fund for the retirement of this Series (the "6.125% Sinking
  Fund"), out of funds legally available therefor, (i) annually on October
  1 in each of the years 2003 through 2007, 57,500 shares of this Series, and
  (ii) on October 1, 2008, the remaining shares of this Series. The Corporation's
  obligation to make redemptions for the 6.125% Sinking Fund on any such October
  1 as provided in this subparagraph (2) (such obligations on each such date being
  herein called the "6.125% Sinking Fund Obligation") shall be cumulative
  so that if on any such October 1 the funds of the Corporation legally available
  for the 6.125% Sinking Fund shall be insufficient to permit the Corporation
  to discharge its 6.125% Sinking Fund Obligation on such date, or if for any
  other reason such 6.125% Sinking Fund Obligation shall not have been discharged
  in full on such date, then such 6.125% Sinking Fund Obligation, to the extent
  not discharged, shall become an additional 6.125% Sinking Fund Obligation for
  each succeeding October 1 until fully discharged. The price at which shares
  of this Series shall be called for redemption through the 6.125% Sinking Fund
  shall be $100 per share, plus an amount equal to accumulated and unpaid dividends
  to the date of such redemption computed as provided in Section 5 of Division
  C of Article VI of these Amended and Restated Articles of Incorporation. The
  Corporation's 6.125% Sinking Fund Obligation may be discharged, in whole or
  part, by the application of any shares of this Series purchased or otherwise
  acquired by the Corporation on or before such date. If the Corporation shall
  for any reason fail to discharge in full its 6.125% Sinking Fund Obligation
  on any such October 1, the Corporation shall not thereafter, unless and until
  such 6.125% Sinking Fund Obligation and its 6.125% Sinking Fund Obligation for
  each and every prior October 1 shall have been discharged in full, declare or
  pay any dividend on, or make any other distribution of property with respect
  to, or purchase or otherwise acquire, any of its Common Stock.



(3)Shares of this Series are not redeemable prior to October
  1, 2003. On and after October 1, 2003, the Corporation may, by resolution of
  the Board of Directors or the Executive Committee of the Board of Directors,
  redeem all, or from time to time, any part of the outstanding shares of this
  Series at $100 per share. Any shares of this Series which are redeemed, repurchased
  or otherwise reacquired by the Corporation shall, until further action by the
  Board of Directors or the Executive Committee of the Board of Directors, have
  the status of authorized and unissued shares of Series Preferred Stock, without
  designation as to series.



(4)$100.00 per share shall be payable upon any voluntary or
  involuntary liquidation, dissolution or winding up of the Corporation. The shares
  of this Series shall not be convertible into shares of any other class or classes
  or into any other securities of the Corporation. The number of shares of this
  series authorized is 1,150,000 shares.



(F)6.33% Series Preferred Stock. The terms of
  the "6.33% Preferred Stock" in the respects in which the shares of
  such series may vary from shares of other series of the Series Preferred Stock
  shall be as follows:



(1)The dividend rate shall be 6.33% per share per annum and
  dividends on each share of such Series shall be cumulative from the date or
  dates of the initial issue of shares of such Series;



(2)So long as any shares of this Series remain outstanding,
  the Corporation, after full dividends on all outstanding shares of the 41/2%
  Preferred Stock and the Series Preferred Stock, including this Series, for all
  past dividend periods shall have been paid or set aside, shall redeem as and
  for a sinking fund for the retirement of this Series (the "6.33% Sinking
  Fund"), out of funds legally available therefor, (i) annually on July 1
  in each of the years 2003 through 2007, 50,000 shares of this Series, and (ii)
  on July 1, 2008, the remaining shares of this Series. The Corporation's obligation
  to make redemptions for the 6.33% Sinking Fund on any such July 1 as provided
  in this subparagraph (2) (such obligations on each such date being herein called
  the "6.33% Sinking Fund Obligation") shall be cumulative so that if
  on any such July 1 the funds of the Corporation legally available for the 6.33%
  Sinking Fund shall be insufficient to permit the Corporation to discharge its
  6.33% Sinking Fund obligation on such date, or if for any other reason such
  6.33% Sinking Fund Obligation shall not have been discharged in full on such
  date, then such 6.33% Sinking Fund Obligation, to the extent not discharged,
  shall become an additional 6.33% Sinking Fund Obligation for each succeeding
  July 1 until fully discharged. The price at which shares of this Series shall
  be called for redemption through the 6.33% Sinking Fund shall be $100 per share,
  plus an amount equal to accumulated and unpaid dividends to the date of such
  redemption computed as provided in Section 5 of Division C of Article VI of
  these Amended and Restated Articles of Incorporation. The Corporation's 6.33%
  Sinking Fund Obligation may be discharged, in whole or part, by the application
  of any shares of this Series purchased or otherwise acquired by the Corporation
  on or before such date. If the Corporation shall for any reason fail to discharge
  in full its 6.33% Sinking Fund Obligation on any such July 1, the Corporation
  shall not thereafter, unless and until such 6.33% Sinking Fund Obligation and
  its 6.33% Sinking Fund Obligation for each and every prior July 1 shall have
  been discharged in full, declare or pay any dividend on, or make any other distribution
  of property with respect to, or purchase or otherwise acquire, any of its Common
  Stock.



(3)Shares of this Series are not redeemable prior to October
  1, 2003. On and after October 1, 2003, the Corporation may, by resolution of
  the Board of Directors or the Executive Committee of the Board of Directors,
  redeem all, or from time to time, any part of the outstanding shares of this
  Series at $100 per share. Any shares of this Series which are redeemed, repurchased
  or otherwise reacquired by the Corporation shall, until further action by the
  Board of Directors or the Executive Committee of the Board of Directors, have
  the status of authorized and unissued shares of Series Preferred Stock, without
  designation as to series.



(4)$100.00 per share shall be payable upon any voluntary or
  involuntary liquidation, dissolution or winding up of the Corporation. The shares
  of this Series shall not be convertible into shares of any other class or classes
  or into any other securities of the Corporation. The number of shares of this
  series authorized is 1,000,000 shares.



(G)5.95% Series Preferred Stock.The terms of
  the "5.95% Preferred Stock" in the respects in which the shares of
  such series may vary from shares of other series of the Series Preferred Stock
  shall be as follows:



(1)The dividend rate shall be 5.95% per share per annum and
  dividends on each share of such Series shall be cumulative from the date or
  dates of the initial issue of shares of such Series;



(2)The Corporation, after full dividends on all outstanding
  shares of the 41/2% Preferred Stock and the Series Preferred Stock including
  this Series, for all past dividend periods shall have been paid or set aside,
  shall redeem as and for a sinking fund for the retirement of this Series (the
  "5.95% Sinking Fund"), out of funds legally available therefor, on
  April 1, 2001, all of the outstanding shares of this Series. If on April 1,
  2001, the required number of shares shall not be redeemed because of the lack
  of legally available funds, or for any other reason, the amount required to
  be redeemed shall be carried forward until such obligation is fully discharged.
  The price at which shares of this Series shall be called for redemption through
  the 5.95% Sinking Fund shall be $100 per share, plus an amount equal to accumulated
  and unpaid dividends to the date of such redemption computed as provided in
  Section 5 of Division C of Article VI of these Amended and Restated Articles
  of Incorporation. If the Corporation shall for any reason fail to discharge
  in full its 5.95% Sinking Fund obligation on April 1, 2001, the Corporation
  shall not thereafter, unless and until such 5.95% Sinking Fund obligation shall
  have been discharged in full, declare or pay any dividend on, or make any other
  distribution of property with respect to, or purchase or otherwise acquire,
  any of its Common Stock. Any shares of this Series which are redeemed, repurchased
  or otherwise reacquired by the Corporation shall, until further action by the
  Board of Directors or the Executive Committee of the Board of Directors, have
  the status of authorized and unissued shares of Series Preferred Stock, without
  designation as to series.



(3)The amount per share for this Series payable to the holders
  thereof upon any voluntary or involuntary liquidation, dissolution or winding
  up of the Corporation shall be $100. The shares of this Series shall not be
  convertible into shares of any other class or classes or into any other securities
  of the Corporation. The number of shares of this Series authorized is 300,000
  shares.



(H)6.05% Series Preferred Stock.The terms of
  the "6.05% Preferred Stock" in the respects in which the shares of
  such series may vary from shares of other series of the Series Preferred Stock
  shall be as follows:



(1)The dividend rate shall be 6.05% per share per annum and
  dividends on each share of such Series shall be cumulative from the date or
  dates of the initial issue of shares of such Series;



(2)The Corporation, after full dividends on all outstanding
  shares of the 41/2% Preferred Stock and the Series Preferred Stock, including
  this Series, for all past dividend periods shall have been paid or set aside,
  shall redeem as and for a Sinking Fund for the retirement of this Series (the
  "6.05% Sinking Fund"), out of funds legally available therefor, on
  April 1, 2002, all of the outstanding shares of this Series. If on April 1,
  2002, the required number of shares shall not be redeemed because of the lack
  of legally available funds, or for any other reason, the amount required to
  be redeemed shall be carried forward until such obligation is fully discharged.
  The price at which shares of this Series shall be called for redemption through
  the 6.05% Sinking Fund shall be $100 per share, plus an amount equal to accumulated
  and unpaid dividends to the date of such redemption computed as provided in
  Section 5 of Division C of Article VI of these Amended and Restated Articles
  of Incorporation. If the Corporation shall for any reason fail to discharge
  in full its 6.05% Sinking Fund obligation on April 1, 2002, the Corporation
  shall not thereafter, unless and until such 6.05% Sinking Fund obligation shall
  have been discharged in full, declare or pay any dividend on, or make any other
  distribution of property with respect to, or purchase or otherwise acquire,
  any of its Common Stock. Any shares of this Series which are redeemed, repurchased
  or otherwise reacquired by the Corporation shall, until further action by the
  Board of Directors or the Executive Committee of the Board of Directors, have
  the status of authorized and unissued shares of Series Preferred Stock, without
  designation as to series.



(3)The amount per share for this Series payable to the holders
  thereof upon any voluntary or involuntary liquidation, dissolution or winding
  up of the Corporation shall be $100. The shares of this Series shall not be
  convertible into shares of any other class or classes or into any other securities
  of the Corporation. The number of shares of this Series authorized is 250,000
  shares.



(I)6.15% Series Preferred Stock.The terms of
  the "6.15% Preferred Stock" in the respects in which the shares of
  such series may vary from shares of other series of the Series Preferred Stock
  shall be as follows:



(1)The dividend rate shall be 6.15% per share per annum and
  dividends on each share of such Series shall be cumulative from the date or
  dates of the initial issue of shares of such Series;



(2)The Corporation, after full dividends on all outstanding
  shares of the 41/2% Preferred Stock and the Series Preferred Stock, including
  this Series, for all past dividend periods shall have been paid or set aside,
  shall redeem as and for a sinking fund for the retirement of this Series (the
  "6.15% Sinking Fund"), out of funds legally available therefor, on
  April 1, 2003, all of the outstanding shares of this Series. If on April 1,
  2003, the required number of shares shall not be redeemed because of the lack
  of legally available funds, or for any other reason, the amount required to
  be redeemed shall be carried forward until such obligation is fully discharged.
  The price at which shares of this Series shall be called for redemption through
  the 6.15% Sinking Fund shall be $100 per share, plus an amount equal to accumulated
  and unpaid dividends to the date of such redemption computed as provided in
  Section 5 of Division C of Article VI of these Amended and Restated Articles
  of Incorporation. If the Corporation shall for any reason fail to discharge
  in full its 6.15% Sinking Fund obligation on April 1, 2003, the Corporation
  shall not thereafter, unless and until such 6.15% Sinking Fund obligation shall
  have been discharged in full, declare or pay any dividend on, or make any other
  distribution of property with respect to, or purchase or otherwise acquire,
  any of its Common Stock. Any shares of this Series which are redeemed, repurchased
  or otherwise reacquired by the Corporation shall, until further action by the
  Board of Directors or the Executive Committee of the Board of Directors, have
  the status of authorized and unissued shares of Series Preferred Stock, without
  designation as to series.



(3)The amount per share for this Series payable to the holders
  thereof upon any voluntary or involuntary liquidation, dissolution or winding
  up of the Corporation shall be $100. The shares of this Series shall not be
  convertible into shares of any other class or classes or into any other securities
  of the Corporation. The number of shares of this Series authorized is 250,000
  shares.



(J)For the purposes of the foregoing paragraphs (A) through
  (I), 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.





Division C - PROVISIONS APPLICABLE TO BOTH THE 41/2%

PREFERRED STOCK AND THE SERIES PREFERRED STOCK



SECTION 1.General. The term "Preferred Stock"
  whenever used in this Article VI, shall be deemed to include the 41/2% Preferred
  Stock, the Series Preferred Stock and any other class of stock entitled to dividends
  on a parity with the 41/2% Preferred Stock and Series Preferred Stock.



SECTION 2.Dividends.



(A)The shares of Preferred Stock shall be entitled to the payment
  of dividends on a parity with each other at the rate or rates established by
  or pursuant to the provisions of this Article VI and in preference to the Preference
  Stock and the Common Stock, but only when and as declared by the Board of Directors,
  out of funds legally available for the payment of dividends.



(B)Said dividends shall be payable quarterly on January 1,
  April 1, July 1 and October 1 of each year or otherwise as the Board of Directors
  may determine, to shareholders of record as of a date not exceeding forty (40)
  days and not less than ten (10) days preceding such dividend payment dates,
  to be fixed by the Board of Directors. The holders of the Preferred Stock shall
  not be entitled to receive any dividends thereon out of net profits or surplus
  earnings other than dividends established by or pursuant to this Article VI.



SECTION 3.Preferences In Distribution. The shares
  of the 41/2% Preferred Stock and the Series Preferred Stock shall be entitled
  to share on a parity with each other, and shall have a preference over the Preference
  Stock and the Common Stock, upon any voluntary or involuntary liquidation, dissolution
  or winding up of the Corporation, or upon any distribution of assets, other
  than net profits or surplus earnings until there shall have been paid in respect
  of the shares of:



(A)41/2% Preferred Stock-the full par value thereof, or



(B)Series Preferred Stock-the liquidation price fixed as provided
  in Division B;



plus, in either case, an amount, if any, by which an amount
  equivalent to the annual dividend upon such shares from the date after which
  dividends thereon became cumulative to the date of liquidation exceeds the dividends
  actually paid thereon or declared and set apart for payment thereon from such
  date to the date of liquidation. The 41/2% Preferred Stock and the Series Preferred
  Stock shall not receive any share in any voluntary or involuntary liquidation,
  dissolution or winding up of the Corporation or in any distribution of assets
  in excess of the aggregate amount specified in this section.



SECTION 4.Voting Rights.



(A)Except as otherwise provided in these Amended and Restated
  Articles of Incorporation, each share of the 41/2% Preferred Stock, the Series
  Preferred Stock, the Common Stock and (if, and to the extent, stated in the
  resolution or resolutions providing for the issue of a series of Preference
  Stock) the Preference Stock shall be equal in voting power and shall entitle
  the holder thereof to one vote upon any question presented to any shareholders
  meeting, it being hereby agreed and declared that a majority in number of shares
  regardless of the class to which such shares may belong is a majority in value
  or in interest within the meaning of any statute or law requiring the consent
  of stockholders holding a majority in interest or a greater amount in value
  of stock of the Corporation.



(B)If and when dividends payable on any shares of Preferred
  Stock shall be in default in an amount equivalent to the annual dividend, or
  more, per share, and thereafter until all dividends on the Preferred Stock (of
  all classes and series) in default shall have been paid, the holders of the
  Preferred Stock voting as a single class, separate from the holders of the Preference
  Stock and the Common Stock, shall be entitled to elect the smallest number of
  directors necessary to constitute a majority of the full Board of Directors,
  and the holders of the Common Stock and the Preference Stock (if, and to the
  extent, stated in the resolution or resolutions providing for the issue of a
  series of Preference Stock), voting separately as a class, shall have the right
  to elect the remaining directors of the Corporation. The terms of office, as
  directors, of all persons who may be directors of the Corporation at the time
  shall terminate upon the election of a majority of the Board of Directors by
  the holders of the Preferred Stock, except that, if the holders of the Preference
  Stock and/or the Common Stock shall not have exercised their right to elect
  directors of the Corporation (either by voting together as a single class or
  by voting separately as two distinct classes, as the case may be) because of
  the lack of a quorum consisting of a majority of the required class, then such
  remaining directors shall be elected by the directors whose term of office is
  thus terminated and who have not been elected by the holders of the Preferred
  Stock as a class; and in that event, such elected directors shall hold office
  for the interim period, pending such time s a quorum of the requisite class
  shall be present at a meeting held for the election of directors.



(C)If and when all dividends then in default on the Preferred
  Stock, then outstanding, shall be paid (and such dividends shall be declared
  and paid out of any funds legally available therefor as soon as reasonably practicable),
  the holders of the Preferred Stock shall be divested of any special right with
  respect to the election of directors and the voting power of the holders of
  the Preferred Stock and the holders of the Common Stock and the Preference Stock
  (to the extent stated in the resolution or resolutions providing for the issue
  of a series of Preference Stock) shall revert to the status existing before
  the first dividend payment date on which dividends on any shares of the Preferred
  Stock were not paid in full; but always subject to the same provisions for vesting
  such special rights in the holders of the Preferred Stock in case of further
  like default or defaults on dividends thereon. Upon the termination of any such
  special voting right, the terms of office of all persons who may have been elected
  directors of the Corporation by vote of the holders of the Preferred Stock,
  as a class, pursuant to such special voting right shall forthwith terminate,
  and the resulting vacancies shall be filled by the vote of a majority of the
  remaining directors.



(D)In case of any vacancy in the office of a director occurring
  among the directors elected by the holders of the Preferred Stock, voting as
  a single class separate from the holders of the Common Stock and the holders
  of any series of Preference Stock with voting rights, the remaining directors
  elected by the holders of the Preferred Stock, by affirmative vote of a majority
  thereof, or the remaining director so elected if there be but one, may elect
  a successor or successors to hold office for the unexpired terms of the director
  or directors whose place or places shall be vacant.



(E)In case of any vacancy in the office of a director occurring
  among the directors not elected by the holders of the Preferred Stock, the remaining
  directors not elected by the holders of the Preferred Stock, by affirmative
  vote of a majority thereof, or the remaining such director if there be but one,
  may elect a successor or successors to hold office for the unexpired term of
  the director or directors whose place or places shall be vacant.



(F)Whenever the right shall have accrued to the holders of
  the Preferred Stock to elect directors, voting as a single class separate from
  the holders of the Common Stock and the holders of any series of Preference
  Stock with voting rights, then upon request in writing signed by any holder
  of the Preferred Stock entitled to vote, delivered by registered mail or in
  person to the president, a vice president or secretary of the Corporation, it
  shall be the duty of such officer forthwith to cause notice to be given to the
  shareholders entitled to vote of a meeting to be held at such time as such officer
  may fix, not less than ten (10) nor more than sixty (60) days after the receipt
  of such request, for the purpose of electing directors. At all meetings of shareholders
  held for the purpose of electing directors during such time as the holders of
  a class or classes of stock shall have the special right, voting as a single
  class, separate from the holders of the other class or classes of stock (not
  entitled to such special right), to elect directors, the presence in person
  or by proxy of the holders of a majority of such other class or classes of stock
  (counted either separately as single classes or together as a single class,
  as the case may be) shall be required to constitute a quorum of such class or
  classes for the election of directors, and the presence in person or by proxy
  of the holders of a majority of the outstanding shares of the class or classes
  of stock entitled to such special right shall be required to constitute a quorum
  of such class or classes for the election of directors; provided, however,
  that the absence of a quorum of the holders of any such class or classes of
  stock shall not prevent the election at any such meeting or any adjournment
  thereof of directors by any other class or classes if the necessary quorum of
  the holders of stock of such other class or classes is present in person or
  by proxy at such meeting or adjournment thereof; and provided further that in
  the event a quorum of the holders of the Preferred Stock is not present, then
  the election of the directors elected by the holders of any other class or classes
  of stock shall not become effective and the directors so elected by such other
  class or classes of stock shall not assume their offices and duties until the
  holders of the Preferred Stock shall have elected the directors they shall be
  entitled to elect; and provided further, however, that in the absence of a quorum
  of the holders of stock of any class, a majority of the holders of the stock
  of such class who are present in person or by proxy shall have the power to
  adjourn the election of the directors to be elected by such class from day to
  day or for such longer periods, not exceeding 15 days, each, as such majority
  shall direct without notice other than announcement at the meeting until the
  requisite number of holders of such class shall be present in person or by proxy.



SECTION 5.Redemption.



(A)By a majority vote of the Board of Directors of the Corporation:



(1)the 41/2% Preferred Stock may be redeemed in whole or in
  part at any time at One Hundred Ten Dollars ($110.00) per share, or



(2)any series of Series Preferred Stock may be redeemed in
  whole or in part at any time at the redemption price fixed and determined as
  specified in Division B;



plus, in either case, an amount, if any, by which an amount
  equivalent to the annual dividend upon such shares from the date after which
  dividends thereon became cumulative to the date of redemption exceeds the dividends
  actually paid thereon or declared and set apart for payment thereon from such
  date to the date of redemption. If, pursuant to such vote, less than all of
  the shares of any class or series thereof of the Preferred Stock are to be redeemed,
  the shares to be redeemed shall be selected by lot, in such manner as the Board
  of Directors of the Corporation shall determine, by a bank or trust company
  chosen for that purpose by the Board of Directors of the Corporation.



(B)Nothing herein contained shall limit any right of the Corporation
  to purchase or otherwise acquire any shares of the Preferred Stock.



(C)Notice of the intention of the Corporation to redeem shares
  of the Preferred Stock or any thereof shall be mailed thirty (30) days before
  the date of redemption to each holder of record of the shares to be redeemed,
  at his last known post office address as shown by the records of the Corporation.
  At any time after such notice has been mailed as aforesaid, the Corporation
  may deposit the aggregate redemption price (or the portion thereof not already
  paid in the redemption of shares so to be redeemed) with any bank or trust company
  in the City of Philadelphia, Pennsylvania; City of Allentown, Pennsylvania;
  or in the City of New York, New York, named in such notice, payable in amounts
  aforesaid to the respective orders of the record holders of the shares so to
  be redeemed, on endorsement and surrender of their certificates, and thereupon
  said holders shall cease to be shareholders with respect to said shares and
  from and after the making of such deposit, said holders shall have no interest
  in or claim against the Corporation with respect to said shares, but shall be
  entitled only to receive said moneys from said bank or trust company with interest,
  if any, allowed by such bank or trust company on such moneys deposited as provided
  in this subsection (C), on endorsement and surrender of their certificates as
  aforesaid.



(D)Any moneys so deposited, plus interest thereon, if any,
  and remaining unclaimed at the end of six years from the date fixed for redemption,
  if thereafter requested by resolution of the Board of Directors of the Corporation,
  shall be repaid to the Corporation and in the event of such repayment to the
  Corporation, such holders of record of the shares so redeemed as shall not have
  made claim against such moneys prior to such repayment to the Corporation shall
  be deemed to be unsecured creditors of the Corporation for an amount without
  interest equivalent to the amount deposited, plus interest thereon, if any,
  allowed by such bank or trust company, as above stated, for the redemption of
  such shares and so paid to the Corporation.





Division D - PREFERENCE STOCK



SECTION 1.General. To the extent permitted by
  these Amended and Restated Articles of Incorporation, the Board of Directors,
  by majority vote of a quorum, shall have the authority to issue shares of Preference
  Stock from time to time in one or more series, and to fix by resolution, at
  the time of issuance of each of such series, the distinctive designations, terms,
  relative rights, privileges, qualifications, limitations, options, conversion
  rights, preferences, and voting powers, and such prohibitions, restrictions
  and qualifications of voting or other rights and powers thereof except as they
  are fixed and determined in this Article VI. The dividend rate or rates, dividend
  payment dates or other terms of a series of Preference Stock may vary from time
  to time dependent upon facts ascertainable outside of these Amended and Restated
  Articles of Incorporation if the manner in which the facts will operate to fix
  or change such terms is set forth in the express terms of the series or upon
  terms incorporated by reference to an existing agreement between the Corporation
  and one or more other parties or to another document of independent significance
  or otherwise to the extent permitted by the Business Corporation Law of 1988.



SECTION 2.Dividends. Subject to the provisions
  of Section 2(A) of Division C, the holders of shares of each series of Preference
  Stock shall be entitled to receive, when and as declared by the Board of Directors,
  out of any funds legally available for the purpose under 15 Pa.C.S. 1551 (relating
  to distributions to shareholders) or any superseding provision of law subject
  to any additional limitations in the express terms of the series, cash dividends
  at the rate or rates and on the terms which shall have been fixed by or pursuant
  to the authority of the Board of Directors with respect to such series and no
  more, payable at such time or times as may be fixed by or pursuant to the authority
  of the Board of Directors. If and to the extent provided by the express terms
  of any series of Preference Stock, the holders of the series shall be entitled
  to receive such other dividends as may be declared by the Board of Directors.



SECTION 3.Liquidation of the Corporation. Subject
  to the provisions of Section 3 of Division C, in the event of voluntary or involuntary
  liquidation, dissolution or winding up of the Corporation, the holders of shares
  of 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 of any other class of stock of the Corporation ranking as
  to assets subordinate to the Preference Stock, the amount per share (which,
  in the case of an involuntary liquidation, dissolution or winding up, shall
  not be in excess of the original offering price per share (not including accrued
  dividends, if any) or $100 per share, whichever is less) which shall have been
  fixed and determined by the Board of Directors with respect thereto, plus the
  accrued and unpaid dividends thereon computed to the date on which payment thereof
  is made available, whether or not earned or declared. For the purposes of this
  section, 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 4.Conversion Privileges. In the event
  any series of the Preference Stock is issued with the privilege of conversion,
  such stock may be converted, at the option of the record holder thereof, at
  any time or from time to time, as determined by the Board of Directors, in the
  manner and upon the terms and conditions stated in the resolution establishing
  and designating the series and fixing and determining the relative rights and
  preferences thereof.



SECTION 5.Redemption. The Corporation, at its
  option to be exercised by its Board of Directors, may redeem the whole or any
  part of the Preference Stock or of any series thereof at such time or times
  as may be fixed by the Board, at the applicable price for each share, and upon
  the terms and conditions which shall have been fixed and determined by the Board
  with respect thereto.



SECTION 6.Voting Rights. Each holder of record
  of shares of a series of Preference Stock shall have full voting rights of one
  vote per share or such other limited, multiple, fractional or conditional or
  no voting rights as shall be stated in the resolution or resolutions of the
  Board of Directors providing for the issue of the shares of such series. Unless
  provided in such resolution or resolutions, no holder of shares of Preference
  Stock shall have cumulative voting rights.





Division E - COMMON STOCK



SECTION 1.Dividends And Shares In Distribution On Common
  Stock.



(A)Subject to the rights of the holders of the Senior Stock,
  and the Preference Stock and subordinate thereto, the Common Stock alone shall
  receive all further dividends and shares upon liquidation, dissolution, winding
  up or distribution.



(B)A consolidation or merger of the Corporation with or into
  any other corporation or corporations shall not be deemed a distribution of
  assets of the Corporation within the meaning of any provision of this Article
  VI.



SECTION 2.Voting Rights. Except as otherwise
  provided in these Amended and Restated Articles of Incorporation, each share
  of the 41/2% Preferred Stock, the Series Preferred Stock and the Common Stock
  shall be equal in voting power and shall entitle the holder thereof to one vote
  upon any question presented to any shareholders' meeting, it being hereby agreed
  and declared that a majority in number of shares (including, if and to the extent
  provided pursuant to Division D, shares of Preference Stock) regardless of the
  class to which such shares may belong is a majority in value or in interest
  within the meaning of any statute or law requiring the consent of stockholders
  holding a majority in interest or a greater amount in value of stock of the
  Corporation.





Division F - GENERAL



Pre-emptive Rights. The Corporation may issue
  or sell shares, option rights, or securities having conversion or option rights
  for money or otherwise without first offering them to shareholders of any class
  or classes.



Redemption. Any shares of the 41/2% Preferred
  Stock, the Series Preferred Stock, the Preference Stock and the Common Stock
  which are redeemed, repurchased or otherwise reacquired by the Corporation shall,
  until further action by the Board of Directors or the Executive Committee of
  the Board of Directors, have the status of authorized and unissued shares, without,
  in the case of the Series Preferred Stock, designation as to series.



Convertibility. Unless otherwise provided in
  the terms of a series of Series Preferred Stock or Preference Stock or otherwise
  in these Amended and Restated Articles of Incorporation, the shares of each
  of the 41/2% Preferred Stock, the Series Preferred Stock, the Preference Stock
  and the Common Stock, respectively, shall not be convertible into shares of
  any other class or classes or into any other securities of the Corporation.





ARTICLE VII.



A majority of the directors may amend, alter or repeal the
  Bylaws, subject to the power of the shareholders to change such action; provided,
  however, that any amendment, alteration or repeal of, or the adoption of
  any provision inconsistent with, Sections 3.01, 3.01.1, 3.04, 3.05, or 3.13
  of the Bylaws, if by action of the shareholders, shall be only upon the affirmative
  vote of the shareholders entitled to cast at least two-thirds of the votes which
  all shareholders are entitled to cast, and if by action of the directors, shall
  be only upon the approval of two-thirds of the directors.





ARTICLE VIII.



These Amended and Restated Articles of Incorporation may be
  amended in the manner from time to time prescribed by statute and all rights
  conferred upon shareholders herein are granted subject to this reservation;
  provided, however, that, notwithstanding the foregoing (and in addition
  to any vote that may be required by law, these Amended and Restated Articles
  of Incorporation or the Bylaws), the affirmative vote of the shareholders entitled
  to cast at least two-thirds of the votes which all shareholders are entitled
  to cast shall be required to amend, alter or repeal, or to adopt any provision
  inconsistent with, Articles VII or VIII of these Amended and Restated Articles
  of Incorporation.





ARTICLE IX.



The following provisions of the Business Corporation Law of
  1988 shall not be applicable to the Corporation: 15 Pa.C.S. 2538 (relating to
  approval of transactions with interested shareholders) and 15 Pa.C.S. Subchapter
  E (relating to control transactions).





ARTICLE X.



(A)The Corporation shall have at all times at least at least
  one individual who is an Independent Director. The Independent Director may
  not delegate his or her duties, authorities or responsibilities hereunder. If
  the Independent Director resigns, dies or becomes incapacitated, or such position
  is otherwise vacant, no action requiring the unanimous affirmative vote of the
  Directors shall be taken until a successor Independent Director is appointed
  by the Board of Directors and qualifies and approves such action.



(B)Notwithstanding any other provision of these Articles of
  Incorporation and any provision of law that otherwise so empowers the Corporation,
  the shareholders of the Corporation, any Director or any other Person, the Corporation
  shall not, and neither the shareholders of the Corporation, nor any Director
  nor any other Person on behalf of the Corporation shall, without the prior unanimous
  consent of the Directors, including the Independent Director, do any of the
  following: (i) make a general assignment for the benefit of creditors; (ii)
  file a petition commencing a voluntary bankruptcy case; (iii) file a petition
  or answer seeking reorganization, arrangement, composition, readjustment, liquidation,
  dissolution or similar relief under any statute, law or regulation; (iv) file
  an answer or other pleading admitting or failing to contest the material allegations
  of a petition filed against it in any proceeding seeking reorganization, arrangement,
  composition, readjustment, liquidation, dissolution or similar relief under
  any statute, law or regulation, or the entry of any order appointing a trustee,
  liquidator, receiver or other person or entity fulfilling a similar function
  for it or its assets or any substantial portion thereof; (v) seek, consent to
  or acquiesce in the appointment of a trustee, liquidator, receiver or other
  person or entity fulfilling a similar function for it or all or any substantial
  part of its assets; (vi) amend any provision of this Article X or Article XI,
  or amend Section 9.05 of the Bylaws; or (vii) take action in furtherance of
  any such action. In discharging their duties as Directors, including with regard
  to any action contemplated by the preceding sentence, or with regard to any
  action taken or determination made at any time when the Corporation is insolvent,
  the Directors of the Corporation may, in considering the best interests of the
  Corporation, consider the effects of any action upon any groups affected by
  such action, including the creditors of the Corporation. The Directors shall
  not be required, in considering the best interests of the Corporation or the
  effects of any action, to regard the interests of shareholders of the Corporation
  as a dominant or controlling interest or factor.



(C)As used in this Article X, the following terms shall have
  the following meanings:



"Affiliate"shall mean, with respect to any
  specified Person, any other Person controlling or controlled by or under common
  control with such specified Person. For the purposes of this definition, "control"when used with respect to any specified Person means the power to direct
  the management and policies of such Person, directly or indirectly, whether
  through the ownership of voting securities, by contract or otherwise; and the
  terms "controlling"and "controlled"have
  meanings correlative to the foregoing.



"Independent Director"shall mean, with respect
  to the Corporation, a Director who is not, and within the previous five years
  was not (except solely by virtue of such Person's serving as, or being an Affiliate
  of any other Person serving as, an independent director or manager, as applicable,
  of any bankruptcy-remote special purpose entity that is an Affiliate of PPL
  Corporation or the Corporation) (i) a shareholder, member, partner, director,
  officer, manager, employee, Affiliate, customer, supplier or independent contractor
  of, or a Person that has received any benefit in any form whatever from (other
  than in such Director's capacity as a ratepayer or customer of the Corporation
  in the ordinary course of business), or a Person that has provided any service
  in any form whatsoever to, or any major creditor (or any Affiliate of any major
  creditor) of, the Corporation, PPL Corporation, or any of their Affiliates,
  or (ii) a Person owning beneficially, directly or indirectly, any outstanding
  shares of common stock, any limited liability company interests or any partnership
  interests, as applicable, of the Corporation, PPL Corporation or any of their
  Affiliates, or of any major creditor (or any Affiliate of any major creditor)
  of any of the foregoing, or a shareholder, member, partner, director, officer,
  manager, employee, Affiliate, customer, supplier, creditor or independent contractor
  of, or a Person that has received any benefit in any form whatever from (other
  than in such Person's capacity as a ratepayer or customer of the Corporation
  in the ordinary course of business), or a Person that has provided any service
  in any form whatever to, such beneficial owner or any of such beneficial owner's
  Affiliates, or (iii) a member of the immediate family of any person described
  above; provided that the indirect or beneficial ownership of stock through
  a mutual fund or similar diversified investment vehicle with respect to which
  the owner does not have discretion or control over the investments held by such
  diversified investment vehicle shall not preclude such owner from being an Independent
  Director. For purposes of this definition, "major creditor"shall
  mean a natural person or business entity to which the Corporation, PPL Corporation
  or any of their Affiliates has outstanding indebtedness for borrowed money or
  credit on open account in a sum sufficiently large as would reasonably be expected
  to influence the judgment of the proposed Independent Director adversely to
  the interests of the Corporation when the interests of that Person are adverse
  to those of the Corporation.



"Person"shall mean any natural person, corporation,
  business trust, joint venture, association, company, partnership, limited liability
  company, joint stock company, corporation, trust, unincorporated organization,
  governmental authority or other entity.



"PPL Corporation"shall mean PPL Corporation,
  a Pennsylvania corporation, or any successor thereto as holder of the common
  stock of the Corporation, and/or any other Person that is or becomes an Affiliate
  of the Corporation as a result of its holding of shares of the Corporation.





ARTICLE XI.



No shareholder of the Corporation and no creditor of any shareholder
  of the Corporation shall have any claim on the assets of the Corporation except
  to the extent of any dividends or other distributions declared by the Board
  of Directors or otherwise expressly provided for by these Articles of Incorporation
  or the Business Corporation Law of the Commonwealth of Pennsylvania.