Exhibit 3(b)-2

Bylaws of

PPL Electric Utilities Corporation









Table of Contents

|Section                              |                                                                                    | Page
|------------------------------------ | ---------------------------------------------------------------------------------- | ----
|                                    
|ARTICLE I: Offices and Fiscal Year  
|Section 1.01.                        | Registered Office                                                                  | 1   
|Section 1.02.                        | Fiscal Year                                                                        | 1   
|Section 1.03.                        | Corporate Seal                                                                     | 1   
|                                     |                                                                                    |     
|ARTICLE II: Meetings of Shareholders
|Section 2.01.                        | Place of Meeting                                                                   | 1   
|Section 2.02.                        | Annual Meeting                                                                     | 1   
|Section 2.03.                        | Special Meetings                                                                   | 1   
|Section 2.04.                        | Notice of Meetings                                                                 | 1   
|Section 2.05.                        | Quorum, Manner of Acting, and Adjournment                                          | 2   
|Section 2.06.                        | Organization                                                                       | 2   
|Section 2.07.                        | Voting and Proxies                                                                 | 2   
|Section 2.08.                        | Voting Lists                                                                       | 3   
|Section 2.09.                        | Judges of Election                                                                 | 3   
|Section 2.10.                        | Determination of Shareholders of Record                                            | 4   
|                                     |                                                                                    |     
|ARTICLE III: Board of Directors     
|Section 3.01.                        | Authority, Number and Qualifications                                               | 4   
|Section 3.01.1.                      | Term of Office                                                                     | 4   
|Section 3.02.                        | Organization                                                                       | 4   
|Section 3.03.                        | Resignations                                                                       | 4   
|Section 3.04.                        | Vacancies                                                                          | 4   
|Section 3.05.                        | Removal by Shareholders                                                            | 5   
|Section 3.06.                        | Place of Meeting                                                                   | 5   
|Section 3.07.                        | Organization Meeting                                                               | 5   
|Section 3.08.                        | Regular Meetings                                                                   | 5   
|Section 3.09.                        | Special Meetings                                                                   | 5   
|Section 3.10.                        | Quorum, Manner of Acting, and Adjournment                                          | 5   
|Section 3.11.                        | Executive and Other Committees                                                     | 6   
|Section 3.12.                        | Compensation                                                                       | 6   
|Section 3.13.                        | Nominations for Election of Directors and
      Proposed Business to be Transacted | 6   
|                                     |                                                                                    |     
|ARTICLE IV: Notice-Waivers-Meetings 
|Section 4.01.                        | Manner of Giving Notice                                                            | 8   
|Section 4.02.                        | Waivers of Notice                                                                  | 9   
|Section 4.03.                        | Conference Telephone Meetings                                                      | 9   
|                                     |                                                                                    |     
|ARTICLE V: Officers                 
|Section 5.01.                        | Number, Qualifications and Designation                                             | 9   
|Section 5.02.                        | Election and Term of Office                                                        | 9   
|Section 5.03.                        | Resignations                                                                       | 9   
|Section 5.04.                        | Removal                                                                            | 10  
|Section 5.05.                        | Vacancies                                                                          | 10  
|Section 5.06.                        | General Powers                                                                     | 10  
|Section 5.07.                        | Compensation                                                                       | 10  
|Section 5.08.                        | Standard of Care                                                                   | 10  

Table of Contents Section
      
      PageARTICLE VI: Certificates of Stock, Transfer,
        Etc.Section 6.01.
      Issuance
      10Section 6.02.
      Transfer
      10Section 6.03.
      Share Certificates
      10Section 6.04.
      Lost, Stolen, Mutilated or Destroyed Certificates
      10ARTICLE VII: Indemnification of Directors, Officers,
        Etc.Section 7.01.
      Personal Liability of Directors
      11Section 7.02.
      Indemnification of Directors and Officers
      11Section 7.03.
      Indemnification of Persons Not Indemnified
        Under Section 7.02
      12ARTICLE VIII: AmendmentsSection 8.01.
      Amendment of Bylaws
      14ARTICLE IX: SeparatenessSection 9.01.
      Business Activities
      14Section 9.02.
      Separateness Provisions
      14Section 9.03.
      Director Actions
      16Section 9.04.
      Definitions
      16Section 9.05.
      Amendment of Certain Provisions
      16 BYLAWS OF PPL ELECTRIC UTILITIES CORPORATION (a Pennsylvania Corporation)  ARTICLE I Offices and Fiscal Year Section 1.01. Registered Office. The registered
    office of the corporation in the Commonwealth of Pennsylvania shall be at
    Two North Ninth Street, Allentown, Pennsylvania 18101.  Section 1.02. Fiscal Year. The fiscal year
    of the corporation shall begin on the first day of January in each year.  Section 1.03. Corporate Seal. The corporation
    shall have a corporate seal in the form of a circle containing the name of
    the corporation, the year of incorporation and such other details, if any,
    as approved by the board of directors.   ARTICLE II Meetings of Shareholders Section 2.01. Place of Meeting. All meetings
    of the shareholders of the corporation shall be held at the registered office
    of the corporation unless another place is designated by the board of directors
    in the notice of such meeting.  Section 2.02. Annual Meeting. The board of
    directors may fix the date and time of the annual meeting of the shareholders,
    but if no such date and time is fixed by the board the meeting for any calendar
    year shall be held on the fourth Wednesday in April in such year, at 2 o'clock
    P.M., and at said meeting the shareholders then entitled to vote shall elect
    directors and shall transact such other business as may properly be brought
    before the meeting.  Section 2.03. Special Meetings. Special meetings
    of the shareholders of the corporation for any purpose or purposes may be
    called at any time by the Chairman of the Board, if there be one, or, in the
    case of a vacancy in the office, the President; or by the board of directors.  Section 2.04. Notice of Meetings. Written notice
    of every meeting of the shareholders, whether annual or special, shall be
    given to each shareholder of record entitled to vote at the meeting, at least
    five days prior to the day named for the meeting; provided,
    however, that at least ten days written notice prior to the
    day of the meeting shall be given in the case of any annual or special meeting
    at which there is to be considered any amendment to the Articles of Incorporation
    of the corporation, the sale of all or substantially all of its assets, or
    its merger with or consolidation into any other corporation. Such notice shall
    specify the place, day and hour of the meeting and, in the case of a special
    meeting of shareholders, the general nature of the business to be transacted.   Section 2.05. Quorum, Manner of Acting, and Adjournment.  (a) Quorum.The presence in person or by proxy
    of shareholders entitled to cast a majority of the votes which all shareholders
    are entitled to cast on the particular matter shall constitute a quorum for
    the purposes of consideration and action on the matter. Shares of the corporation
    owned, directly or indirectly, by it and controlled, directly or indirectly,
    by the board of directors, as such, shall not be counted in determining the
    total number of outstanding shares for quorum purposes at any given time.
    The shareholders present at a duly organized meeting can continue to do business
    until adjournment notwithstanding the withdrawal of enough shareholders to
    leave less than a quorum.  (b) Adjournments. Any regular or special meeting
    of the shareholders, including one at which directors are to be elected and
    one which cannot be organized because a quorum has not attended, may be adjourned
    for such period and to such place as the shareholders present and entitled
    to vote shall direct.  Except as otherwise provided in the Articles of Incorporation,
    those shareholders entitled to vote who attend a meeting called for the election
    of directors that has been previously adjourned for lack of a quorum, although
    less than a quorum as fixed in this section, shall nevertheless constitute
    a quorum for the purpose of electing directors. Also, except as otherwise
    provided in the Articles of Incorporation, those shareholders entitled to
    vote who attend a meeting of shareholders that has been previously adjourned
    for one or more periods aggregating at least 15 days because of an absence
    of a quorum, although less than a quorum, shall nevertheless constitute a
    quorum for the purpose of acting upon any matter set forth in the notice of
    the meeting if the notice states that those shareholders who attend the adjourned
    meeting shall nevertheless constitute a quorum for the purpose of acting upon
    the matter.  (c) Action by Shareholders. Except as otherwise
    provided in the Articles of Incorporation, a section of these bylaws adopted
    by the shareholders or the Business Corporation Law, whenever any corporate
    action is to be taken by vote of the shareholders, it shall be authorized
    upon receiving the affirmative vote of a majority of the votes cast by all
    shareholders entitled to vote thereon and, if any shareholders are entitled
    to vote thereon as a class, upon receiving the affirmative vote of a majority
    of the votes cast by the shareholders entitled to vote as a class.  Section 2.06. Organization. At every meeting
    of the shareholders, the Chairman of the Board, or, in the case of vacancy
    in the office or absence of the Chairman of the Board, one of the following
    directors or officers: a director designated by the Chairman, the president,
    an executive vice president, a senior vice president, any vice president,
    or a Chairman chosen by the shareholders entitled to cast a majority of the
    votes which all shareholders present in person or by proxy are entitled to
    cast, shall act as Chairman; and the secretary or a person appointed by the
    Chairman shall act as secretary.  Section 2.07 Voting and Proxies. Except as
    otherwise provided by statute or in the Articles of Incorporation, every shareholder
    of record shall have the right to one vote for every share standing in his
    name on the books of the corporation.  In all elections for directors, every shareholder entitled
    to vote shall have the right to multiply the number of votes to which he may
    be entitled by the total number of directors to be elected in the same election
    by the holders of the class of shares of which his shares are a part, and
    he may cast the whole number of such votes for one candidate or he may distribute
    them among any two or more candidates. The candidates receiving the highest
    number of votes from each class or group of classes entitled to elect directors
    separately up to the number of directors to be elected in the same election
    by such class or group of classes shall be elected.  Every shareholder entitled to vote at a meeting of shareholders
    or to express consent or dissent to corporate action in writing without a
    meeting may authorize another person or persons to act for him by proxy. Every
    proxy shall be executed in writing by the shareholder or by his duly authorized
    attorney in fact and filed with the secretary of the corporation. A proxy,
    unless coupled with an interest, shall be revocable at will, notwithstanding
    any other agreement or any provision in the proxy to the contrary, but the
    revocation of a proxy shall not be effective until notice thereof has been
    given to the secretary of the corporation. No unrevoked proxy shall be valid
    after eleven months from the date of its execution, unless a longer time is
    expressly provided therein, but in no event shall any proxy, unless coupled
    with an interest, be voted on after three years from the date of its execution.
    A proxy shall not be revoked by the death or incapacity of the maker unless,
    before the vote is counted or the authority is exercised, written notice of
    such death or incapacity is given to the secretary of the corporation. A proxy
    coupled with an interest shall include an unrevoked proxy in favor of a creditor
    of a shareholder and such a proxy shall be valid as long as the debt owed
    by him to the creditor remains unpaid.  Section 2.08. Voting Lists. The officer or
    agent of the corporation having charge of the transfer books for shares of
    the corporation shall make a complete list of the shareholders entitled to
    vote at any meeting of shareholders, arranged in alphabetical order, with
    the address of and the number of shares held by each. The list shall be produced
    and kept open at the time and place of the meeting, and shall be subject to
    the inspection of any shareholder during the whole time of the meeting for
    the purposes thereof. In lieu of the making of such list, the corporation
    may make the information therein available at the meeting by any other means.
    The original share register or transfer book or a duplicate thereof, kept
    in Pennsylvania, shall be prima facie evidence as to who are the shareholders
    entitled to examine such list or share register or transfer book, or to vote,
    in person or by proxy, at any meeting of shareholders.  Section 2.09.Judges of Election. In advance
    of any meeting of shareholders, the board of directors may appoint one or
    three judges of election, who need not be shareholders. If judges of election
    be not so appointed, the chairman of the meeting may, and on the request of
    any shareholder or his proxy shall, appoint judges of election at the meeting.
    The judges of election shall determine the number of shares outstanding and
    the voting power of each, the shares represented at the meeting, the existence
    of a quorum and the authenticity, validity and effect of proxies, receive
    votes or ballots, hear and determine all challenges and questions in any way
    arising in connection with nominations by shareholders or the right to vote,
    count and tabulate all votes, determine the result and do such acts as may
    be proper to conduct the election or vote with fairness to all shareholders.
    If there are three judges of election, the decision, act or certificate of
    a majority shall be effective in all respects as the decision, act or certificate
    of all.  On request of the chairman of the meeting or of any shareholder,
    the judges shall make a report in writing of any challenge or question or
    matter determined by them, and execute a certificate of any fact found by
    them. Any report or certificate made by them shall be prima facie evidence
    of the facts stated therein.  Section 2.10. Determination of Shareholders of Record.
    The board of directors may fix a date as a record date for the determination
    of the shareholders entitled to notice of, or to vote at, any meeting of shareholders,
    which date, except in the case of an adjourned meeting, shall be not more
    than 90 days prior to the date of the meeting. Only shareholders of record
    on the date so fixed, and no others, shall be entitled to notice of, or to
    vote at, such meeting, notwithstanding any transfer of any shares on the books
    of the corporation after any such record date so fixed. When a determination
    of shareholders of record has been made for purposes of a meeting, the determination
    shall apply to any adjournment thereof unless the board of directors fixes
    a new record date for the adjourned meeting. The board of directors may similarly
    fix a record date for the determination of shareholders of record for any
    other purpose. If a record date is not fixed by the board of directors, the
    record date shall be as determined in the Business Corporation Law.  ARTICLE III Board of Directors Section 3.01. Authority, Number and Qualifications.
    The business and affairs of the corporation shall be managed under the direction
    of a board of directors. The board of directors shall consist of not less
    than six and not more than twenty directors, as shall be fixed from time to
    time by resolution of the board of directors. All directors of the corporation
    shall be natural persons of full age, but need not be residents of Pennsylvania.
    They shall be shareholders in the corporation. A director may also be an officer
    or employee of the corporation.  Section 3.01.1 Term of Office. Each director
    shall hold office until the expiration of the term for which he or she was
    selected and until a successor shall have been elected and qualified or until
    his or her earlier death, resignation or removal.  Section 3.02. Organization. At every meeting
    of the Board of Directors, the Chairman of the Board, if there be one, or,
    in the case of a vacancy in the office or absence of the Chairman of the Board,
    the Vice Chairman, or a Chairman chosen by a majority of the directors present,
    shall preside, and the secretary, or any person appointed by the Chairman
    of the meeting, shall act as secretary.  Section 3.03. Resignations. Any director of
    the corporation may resign at any time by giving written notice to the Chairman
    of the Board, if there be one, or the President, or the secretary of the corporation.
    Such resignation shall take effect at the date of the receipt of such notice
    or at any later time specified therein and, unless otherwise specified therein,
    the acceptance of such resignation shall not be necessary to make it effective.  Section 3.04. Vacancies. The board of directors
    may declare vacant the office of a director if he be declared of unsound mind
    by an order of court, or convicted of felony, or for any other proper cause.  Except as otherwise provided in the Articles of Incorporation,
    newly created directorships resulting from any increase in the authorized
    number of directors or any vacancies in the board of directors resulting from
    death, resignation, retirement, disqualification, removal from office or other
    cause shall be filled solely by the majority vote of the directors then in
    office, although less than a quorum. Each director so chosen shall hold office
    until the next election of the class for which such director has been chosen,
    and until his or her successor has been selected and qualified or until his
    or her earlier death, resignation or removal.  If one or more directors shall resign from the board effective
    as of a future date, the directors then in office, including those who have
    so resigned, shall have power by the applicable vote to fill the vacancies,
    the vote thereon to take effect when the resignations become effective.  Section 3.05. Removal by Shareholders. Any
    director may be removed from office by vote of shareholders only upon the
    affirmative vote of the shareholders entitled to cast at least two-thirds
    of the votes which all shareholders would be entitled to cast at any annual
    election of directors and upon any additional vote of shareholders that may
    be required by law. No director elected by holders of the 4-1/2% Preferred
    Stock and the Series Preferred Stock of the Corporation or by the holders
    of the Preference Stock of the Corporation pursuant to the provisions of Article
    VI of the Articles of Incorporation may be removed pursuant to this Section
    3.05.  Section 3.06. Place of Meeting. The board of
    directors may hold its meetings at such place or places within Pennsylvania,
    or elsewhere, as the board of directors may from time to time appoint, or
    as may be designated in the notice calling the meeting.  Section 3.07. Organization Meeting. Immediately
    after each annual election of directors or other meeting at which the entire
    board of directors is elected, the newly elected board of directors shall
    meet for the purpose of organization, election of officers, and the transaction
    of other business, at the place where said election of directors was held.
    Notice of such meeting need not be given. Such organization meeting may be
    held at any other time or place which shall be specified in a notice given
    as hereinafter provided for special meetings of the board of directors.  Section 3.08. Regular Meetings. Regular meetings
    of the board of directors shall be held at such time as shall be designated
    from time to time by the board of directors. At such meetings, the directors
    shall transact such business as may properly be brought before the meeting.
    Notice need not be given of regular meetings held at the registered office
    of the corporation. If held elsewhere, the notice requirements of Section
    3.06 shall apply.  Section 3.09. Special Meetings. Special meetings
    of the board of directors shall be held whenever called by two or more of
    the directors or by the Chairman of the Board, if there be one, or, in the
    case of vacancy in the office or absence of the Chairman of the Board, the
    president. Notice of every special meeting of the board of directors shall
    be given to each director by telephone or in writing at least 24 hours (in
    the case of notice by telephone, telex, TWX or facsimile transmission) or
    48 hours (in the case of notice by telegraph, courier service or express mail)
    or five days (in the case of notice by United States mail) before the time
    at which the meeting is to be held. Every such notice shall state the time
    and place of the meeting. Neither the business to be transacted at nor the
    purpose of any special meeting need be specified in a notice of the meeting.  Section 3.10. Quorum, Manner of Acting, and Adjournment.
    A majority of the directors in office shall be present at each meeting in
    order to constitute a quorum for the transaction of business. Except as otherwise
    provided in the Articles of Incorporation or by statute, the acts of a majority
    of the directors present at a meeting at which a quorum is present shall be
    the acts of the board of directors. In the absence of a quorum, a majority
    of the directors present may adjourn the meeting from time to time until a
    quorum be present, provided that the notice, if any, required by Sections
    3.08 or 3.09 of this Article has been given. The directors shall act only
    as a board and the individual directors shall have no power as such, provided,
    however, that any action which may be taken at a meeting of
    the board may be taken without a meeting if a consent or consents in writing
    setting forth the action so taken shall be signed by all of the directors
    and shall be filed with the secretary of the corporation.  Section 3.11. Executive and Other Committees.
    The board of directors may, by resolution adopted by a majority of the directors
    in office, establish an Executive Committee and one or more other committees.
    Any committee, to the extent provided in such resolution, shall have and may
    exercise all of the powers and authority of the board of directors, except
    that no committee shall have any power or authority as to the following:  (1) The submission to shareholders of any action requiring
      approval of shareholders under the Business Corporation Law.  (2) The creation or filling of vacancies in the board of
      directors.  (3) The adoption, amendment or repeal of these bylaws.  (4) The amendment or repeal of any resolution of the board
      of directors that by its terms is amendable or repealable only by the board.  (5) Action on matters committed by a resolution of the
      board of directors to another committee of the board.  A majority of the directors in office designated to a committee
    shall be present at each meeting in order to constitute a quorum for the transaction
    of business. The acts of a majority of the committee members present at a
    meeting at which a quorum is present shall be the acts of the committee. Any
    action which may be taken at a meeting of a committee may be taken without
    a meeting if a consent or consents in writing setting forth the action so
    taken shall be signed by all of the committee members and shall be filed with
    the secretary of the corporation.  Each committee shall keep records of its proceedings.  Section 3.12. Compensation. The board of directors
    shall have the authority to fix the compensation of directors for their services
    as directors. A director may be a salaried officer of the corporation, but
    no employee shall receive a salary for serving as a director.  Section 3.13. Nominations for Election of Directors
    and Proposed Business to be Transacted.  (a) Director Nominations. Except as otherwise provided
      in or fixed by or pursuant to the provisions of Article VI of the Articles
      of Incorporation, nominations for the election of directors may be made
      by the board of directors or a committee appointed by the board of directors
      or by any shareholder entitled to vote in the election of directors generally.
      However, any shareholder entitled to vote in the election of directors generally
      may nominate one or more persons for election as directors at a meeting
      only if written notice (meeting the requirements hereinafter set forth)
      of such shareholder's intent to make such nomination or nominations has
      been given by the shareholder and received by the secretary of the corporation
      in the manner and within the time specified by this Subsection. The notice
      shall be delivered to the secretary of the corporation not later than (i)
      with respect to an election to be held at an annual meeting of shareholders,
      75 days in advance of the date of such meeting; provided, however,
      that in the event that less than 85 days' notice or prior public disclosure
      of the date of the annual meeting is given, notice from the shareholders
      to be timely must be received not later than the tenth day following the
      date on which such notice of the date of the annual meeting was mailed or
      such public disclosure was made, whichever first occurs, and (ii) with respect
      to an election to be held at a special meeting of shareholders for the election
      of directors, the close of business on the earlier of (A) the seventh day
      following the date on which notice of such meeting is first given to shareholders
      or (B) the fourth day prior to the meeting. In lieu of delivery to the secretary,
      the notice may be mailed to the secretary by certified mail, return receipt
      requested, but shall be deemed to have been given only upon actual receipt
      by the secretary. Each such notice shall set forth: (a) the name and address
      of the shareholder who intends to make the nomination and of the person
      or persons to be nominated; (b) a representation that the shareholder is
      a holder of record of stock of the corporation entitled to vote at such
      meeting and intends to appear in person or by proxy at the meeting to nominate
      the person or persons specified in the notice; (c) a description of all
      arrangements or understandings between the shareholder and each nominee
      and any other person or persons (naming such person or persons) pursuant
      to which the nomination or nominations are to be made by the shareholder;
      (d) such other information regarding each nominee proposed by such shareholder
      as would be required to be included in a proxy statement filed pursuant
      to the proxy rules of the Securities and Exchange Commission had proxies
      been solicited with respect to such nominee by the management or board of
      directors of the corporation; and (e) the consent of each nominee to serve
      as a director of the corporation if so elected. If a judge or judges of
      election shall not have been appointed pursuant to these bylaws, the presiding
      officer of the meeting may, if the facts warrant, determine and declare
      to the meeting that any nomination made at the meeting was not made in accordance
      with the procedures of this Subsection and, in such event, the nomination
      shall be disregarded. Any decision by the presiding officer of the meeting
      made in good faith shall be conclusive and binding upon all shareholders
      of the corporation for any purpose.  (b) Proposed Business to be Transacted. Except as
      otherwise provided in Section 3.13(a) of these bylaws, at any annual meeting
      or special meeting of shareholders, only such business as is properly brought
      before the meeting in accordance with this Subsection may be transacted.
      To be properly brought before any meeting, any proposed business that is
      to be brought pursuant to this Subsection must be either (i) specified in
      the notice of the meeting (or any supplement thereto) given by or at the
      direction of the board of directors, (ii) otherwise properly brought before
      the meeting by or at the direction of the board of directors, or (iii) in
      the case of an annual meeting of shareholders, otherwise properly brought
      before the meeting by a shareholder (x) who is a shareholder of record on
      the date of giving notice provided for in these bylaws and on the record
      date for the determination of shareholders entitled to vote at such annual
      meeting, and (y) who complies with the notice provisions set forth in this
      Subsection. For business to be properly brought before an annual meeting
      by a shareholder, the shareholder must have given timely notice thereof
      in writing to the secretary of the corporation. To be timely, a shareholder's
      notice must be delivered to the secretary of the corporation not later than
      75 days in advance of the date of such meeting; provided,
      however, that in the event that less than 85 days' notice
      or prior public disclosure of the date of the annual meeting is given, notice
      from the shareholders to be timely must be received not later than the tenth
      day following the date on which such notice of the date of the annual meeting
      was mailed or such public disclosure was made, whichever first occurs. In
      lieu of delivery to the secretary, the notice may be mailed to the secretary
      by certified mail, return receipt requested, but shall be deemed to have
      been given only upon actual receipt by the secretary. A shareholder's notice
      to the secretary of the corporation, as required by this Subsection, shall
      set forth as to each matter the shareholder proposes to bring before the
      annual meeting (i) a brief description of the business desired to be brought
      before the annual meeting and the reasons for conducting such business at
      the annual meeting, (ii) the name and record address of the shareholder
      proposing such business, (iii) the class, series and number of shares of
      the corporation's stock which are beneficially owned by the shareholder,
      (iv) a description of all arrangements or understandings between such shareholder
      and any other person or persons (including their names) in connection with
      the proposal of such business by such shareholder in such business, (v)
      all other information which would be required to be included in a proxy
      statement or other filing required to be filed with the Securities and Exchange
      Commission if, with respect to any such item of business, such shareholder
      were a participant in a solicitation subject to Regulation 14A under the
      Securities Exchange Act of 1934, as amended, and (vi) a representation that
      such shareholder intends to appear in person or by proxy at the annual meeting
      of shareholders to bring such business before the meeting. Except as provided
      in Section 3.13(a) of these bylaws, notwithstanding anything in the bylaws
      to the contrary, no business shall be conducted at any meeting of shareholders
      except in accordance with the procedures set forth in this Subsection, provided,
      however, that nothing in this Subsection shall be deemed to
      preclude discussion by any shareholders of any business properly brought
      before any such meeting. The presiding officer of a meeting may, if the
      facts warrant, determine and declare to the meeting that business was not
      properly brought before the meeting in accordance with the provisions of
      this Subsection, and if he should so determine, he shall so declare to the
      meeting and any such business not properly brought before the meeting shall
      not be transacted. Any decision by the presiding officer of the meeting
      made in good faith shall be conclusive and binding upon all shareholders
      of the corporation for any purpose.   ARTICLE IV Notice-Waivers-Meetings  Section 4.01 Manner of Giving Notice.  (a) General Rule. Whenever written notice is
    required to be given to any person under the provisions of the Articles of
    Incorporation, these bylaws, or the Business Corporation Law, it may be given
    to the person, either personally or by sending a copy thereof by first-class
    or express mail, postage prepaid, or by telegram (with messenger service specified),
    telex or TWX (with answerback received) or courier service, charges prepaid,
    or by facsimile transmission, to the address (or to the telex, TWX or facsimile
    transmission telephone number) of the person appearing on the books of the
    corporation or, in the case of directors, supplied by the director to the
    corporation for the purpose of notice. Notice of any regular or special meeting
    of the shareholders (or any other notice required by the Articles of Incorporation,
    these bylaws, or the Business Corporation Law to be given to all shareholders
    or to all holders of a class or series of shares) may be given by any class
    of mail, postage prepaid, if the notice is deposited in the United States
    mail at least 20 days prior to the day named for the meeting or any corporate
    or shareholder action specified in the notice.  If the notice is sent by mail, telegraph or courier service,
    it shall be deemed to have been given to the person entitled thereto when
    deposited in the United States mail or with a telegraph office or courier
    service for delivery to that person or, in the case of telex or TWX, when
    dispatched or, in the case of facsimile transmission, when received. A notice
    of meeting shall specify the place, day and hour of the meeting and any other
    information required by any other provision of the Articles of Incorporation,
    these bylaws, or the Business Corporation Law.  (b) Adjourned Shareholder Meetings. When a
    meeting of shareholders is adjourned, it shall not be necessary to give any
    notice of the adjourned meeting or of the business to be transacted at an
    adjourned meeting, other than by announcement at the meeting at which the
    adjournment is taken, unless the board fixes a new record date for the adjourned
    meeting or the Business Corporation Law requires notice of the business to
    be transacted and such notice has not previously been given.  Section 4.02. Waivers of Notice. Whenever any
    written notice is required to be given under the provisions of the Articles
    of Incorporation, these bylaws, or the Business Corporation Law, a waiver
    thereof in writing, signed by the person or persons entitled to such notice,
    whether before or after the time stated therein, shall be deemed equivalent
    to the giving of such notice. Except in the case of a special meeting of shareholders,
    neither the business to be transacted at, nor the purpose of, the meeting
    need be specified in the waiver of notice of such meeting.  Attendance of a person, either in person or by proxy, at
    any meeting, shall constitute a waiver of notice of such meeting, except where
    a person attends a meeting for the express purpose of objecting to the transaction
    of any business because the meeting was not lawfully called or convened.  Section 4.03. Conference Telephone Meetings.
    One or more directors may participate in a meeting of the board, or of a committee
    of the board, by means of conference telephone or similar communications equipment
    by means of which all persons participating in the meeting can hear each other.
    Participation in a meeting pursuant to this section shall constitute presence
    in person at such meeting.   ARTICLE V Officers  Section 5.01. Number, Qualifications and Designation.
    The officers of the corporation shall be a president, a secretary, a treasurer,
    one or more vice presidents (including executive vice presidents and senior
    vice presidents) and such other officers as the business of the corporation
    may require, including one or more assistant officers. In addition, the board
    of directors may elect from among its number a Chairman of the Board who,
    if so elected, may be chief executive officer of the corporation. One person
    may hold more than one office. Officers may but need not be directors or shareholders
    of the corporation.  Section 5.02. Election and Term of Office.
    The officers of the corporation shall be elected by the board of directors,
    and each such officer shall hold his office until the next annual organization
    meeting of the directors (which is held immediately following the annual meeting
    of shareholders), or until his death, resignation, or removal.  Section 5.03. Resignations. Any officer may
    resign at any time by giving written notice to the board of directors, or
    to the Chairman of the Board, if there be one, or the President, or the secretary
    of the corporation. Any such resignation shall take effect at the date of
    the receipt of such notice or at any later time specified therein and, unless
    otherwise specified therein, the acceptance of such resignation shall not
    be necessary to make it effective.  Section 5.04. Removal. Any officer may be removed,
    either for or without cause, by the board of directors whenever in the judgment
    of the board of directors the best interests of the corporation will be served
    thereby.  Section 5.05. Vacancies. A vacancy in any office
    because of death, resignation, removal, disqualification, or any other cause,
    may be filled by the board of directors.  Section 5.06. General Powers. All officers
    of the corporation as between themselves and the corporation, shall, respectively
    have such authority and perform such duties in the management of the property
    and affairs of the corporation as may be determined by resolution of the board
    of directors.  Section 5.07. Compensation. The salaries or
    other compensation of the officers elected by the board of directors shall
    be fixed from time to time by the board of directors or in such manner as
    the board of directors shall from time to time provide.  Section 5.08. Standard of Care. In lieu of
    the standards of conduct otherwise provided by law, officers of the corporation
    shall be subject to the same standards of conduct, including standards of
    care and loyalty and rights of justifiable reliance, as shall at the time
    be applicable to directors of the corporation.   ARTICLE VI Certificates of Stock, Transfer, Etc.  Section 6.01. Issuance. The share certificates
    of the corporation shall be numbered and registered in the share register
    and transfer books of the corporation as they are issued. They shall be signed,
    by facsimile or otherwise, by the Chairman of the Board, if there be one,
    or the president or a vice president and by the secretary or an assistant
    secretary or the treasurer or an assistant treasurer, and shall bear the corporate
    seal, which may be a facsimile, engraved or printed. In case any officer,
    transfer agent or registrar who has signed or authenticated, or whose facsimile
    signature or authentication has been placed upon any share certificate shall
    have ceased to be such officer, transfer agent or registrar because of death,
    resignation or otherwise, before the certificate is issued, the certificate
    may be issued with the same effect as if the officer, transfer agent or registrar
    had not ceased to be such at the date of its issue.  Section 6.02. Transfer. Transfers of shares
    shall be made on the books of the corporation upon surrender of the certificates
    therefor, endorsed by the person named in the certificate or by an attorney
    lawfully constituted in writing.  Section 6.03. Share Certificates. Certificates
    for shares of the corporation shall be in such form as provided by statute
    and approved by the board of directors.  Section 6.04. Lost, Stolen, Mutilated or Destroyed
    Certificates. In the event of loss, theft, mutilation or destruction
    of any certificate of stock, another may be issued in its place pursuant to
    such regulations as the board of directors may have established concerning
    proof of such loss, theft, mutilation or destruction and concerning the giving,
    if required by such regulations, of a satisfactory bond or bonds of indemnity.   ARTICLE VII Indemnification of Directors, Officers, Etc.  Section 7.01. Personal Liability of Directors.  (a) To the fullest extent that the laws of the Commonwealth
    of Pennsylvania, as now in effect or as hereafter amended, permit elimination
    or limitation of the liability of directors, no director of the Company shall
    be personally liable for monetary damages as such for any action taken, or
    any failure to take any action, as a director.  (b) Any amendment or repeal of this Section 7.01 which has
    the effect of increasing directors' liability shall operate prospectively
    only, and shall not affect any action taken, or any failure to act, prior
    to its adoption.  Section 7.02. Indemnification of Directors and Officers.  (a) Right to Indemnification. Except as prohibited
    by law, every director and officer of the Company shall be entitled as of
    right to be indemnified by the Company against reasonable expense and any
    liability paid or incurred by such person in connection with any actual or
    threatened claim, action, suit or proceeding, civil, criminal, administrative,
    investigative or other, whether brought by or in the right of the Company
    or otherwise, in which he or she may be involved, as a party or otherwise,
    by reason of such person being or having been a director or officer of the
    Company or by reason of the fact that such person is or was serving at the
    request of the Company as a director, officer, employee, fiduciary or other
    representative of another corporation, partnership, joint venture, trust,
    employee benefit plan or other entity (such claim, action, suit or proceeding
    hereinafter being referred to as "action"). Such indemnification
    shall include the right to have expenses incurred by such person in connection
    with an action paid in advance by the Company prior to final disposition of
    such action, subject to such conditions as may be prescribed by law. Persons
    who are not directors or officers of the Company may be similarly indemnified
    in respect of service to the Company or to another such entity at the request
    of the Company to the extent the Board of Directors at any time denominates
    such person as entitled to the benefits of this Section 7.02. As used herein,
    "expense" shall include fees and expenses of counsel selected by
    such person; and "liability" shall include amounts of judgments,
    excise taxes, fines and penalties, and amounts paid in settlement.  (b) Right of Claimant to Bring Suit. If a claim
    under paragraph (a) of this Section 7.02 is not paid in full by the Company
    within thirty days after a written claim has been received by the Company,
    the claimant may at any time thereafter bring suit against the Company to
    recover the unpaid amount of the claim, and, if successful in whole or in
    part, the claimant shall also be entitled to be paid the expense of prosecuting
    such claim. It shall be a defense to any such action that the conduct of the
    claimant was such that under Pennsylvania law the Company would be prohibited
    from indemnifying the claimant for the amount claimed, but the burden of proving
    such defense shall be on the Company. Neither the failure of the Company (including
    its Board of Directors, independent legal counsel and its shareholders) to
    have made a determination prior to the commencement of such action that indemnification
    of the claimant is proper in the circumstances because the conduct of the
    claimant was not such that indemnification would be prohibited by law, nor
    an actual determination by the Company (including its Board of Directors,
    independent legal counsel or its shareholders) that the conduct of the claimant
    was such that indemnification would be prohibited by law, shall be a defense
    to the action or create a presumption that the conduct of the claimant was
    such that indemnification would be prohibited by law.  (c) Insurance and Funding. The Company may
    purchase and maintain insurance to protect itself and any person eligible
    to be indemnified hereunder against any liability or expense asserted or incurred
    by such person in connection with any action, whether or not the Company would
    have the power to indemnify such person against such liability or expense
    by law or under the provisions of this Section 7.02. The Company may create
    a trust fund, grant a security interest, cause a letter of credit to be issued
    or use other means (whether or not similar to the foregoing) to ensure the
    payment of such sums as may become necessary to effect indemnification as
    provided herein.  (d) Non-Exclusivity; Nature and Extent of Rights.
    The right of indemnification provided for herein (l) shall not be deemed exclusive
    of any other rights, whether now existing or hereafter created, to which those
    seeking indemnification hereunder may be entitled under any agreement, bylaw
    or charter provision, vote of shareholders or directors or otherwise, (2)
    shall be deemed to create contractual rights in favor of persons entitled
    to indemnification hereunder, (3) shall continue as to persons who have ceased
    to have the status pursuant to which they were entitled or were denominated
    as entitled to indemnification hereunder and shall inure to the benefit of
    the heirs and legal representatives of persons entitled to indemnification
    hereunder and (4) shall be applicable to actions, suits or proceedings commenced
    after the adoption hereof, whether arising from acts or omissions occurring
    before or after the adoption hereof. The right of indemnification provided
    for herein may not be amended, modified or repealed so as to limit in any
    way the indemnification provided for herein with respect to any acts or omissions
    occurring prior to the effective date of any such amendment, modification
    or repeal.  Section 7.03. Indemnification of Persons Not Indemnified
    Under Section 7.02.  (a) Scope. The provisions of this Section 7.03
    are applicable only to employees and other authorized representatives of the
    corporation who are not entitled to the benefits of Section 7.02 pursuant
    to either the terms of Section 7.02 or a resolution of the Board of Directors
    of this corporation.  (b) Employees; Third Party Actions. The corporation
    shall indemnify any employee of the corporation who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action,
    suit or proceeding, whether civil, criminal, administrative or investigative
    (other than an action by or in the right of the corporation) by reason of
    the fact that such person is or was an authorized representative of the corporation
    (which, for the purposes of this Section 7.03, shall mean an employee or agent
    of the corporation, or a person who is or was serving at the request of the
    corporation as a director, officer, employee, fiduciary or agent of another
    corporation, partnership, joint venture, trust, employee benefit plan or other
    enterprise) against expenses (including attorneys' fees), judgments, fines
    and amounts paid in settlement actually and reasonably incurred by such person
    in connection with such action, suit or proceeding if such person acted in
    good faith and in a manner such person reasonably believed to be in, or not
    opposed to, the best interests of the corporation, and, with respect to any
    criminal action or proceeding, had no reasonable cause to believe his or her
    conduct was unlawful. The termination of any action, suit or proceeding by
    judgment, order, settlement, conviction, or upon a plea of nolo contendere
    or its equivalent, shall not, of itself, create a presumption that the person
    did not act in good faith and in a manner which that person reasonably believed
    to be in, or not opposed to, the best interests of the corporation, and, with
    respect to any criminal action or proceeding, had reasonable cause to believe
    that his or her conduct was unlawful.  (c) Employees; Derivative Actions. The corporation
    shall indemnify any employee of the corporation who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action
    or suit by or in the right of the corporation to procure a judgment in its
    favor by reason of the fact that such person is or was an authorized representative
    of the corporation, against expenses (including attorneys' fees) actually
    and reasonably incurred by such person in connection with the defense or settlement
    of such action or suit if such person acted in good faith and in a manner
    such person reasonably believed to be in, or not opposed to, the best interests
    of the corporation and except that no indemnification shall be made in respect
    of any claim, issue or matter as to which such person shall have been adjudged
    to be liable for negligence or misconduct in the performance of his or her
    duty to the corporation unless and only to the extent that the court of common
    pleas of the county in which the registered office of the corporation is located
    or the court in which such action or suit was brought shall determine upon
    application that, despite the adjudication of liability but in view of all
    the circumstances of the case, such person is fairly and reasonably entitled
    to indemnity for such expenses which the court of common pleas or such other
    court shall deem proper.  (d) Other Authorized Representatives. To the
    extent that an authorized representative of the corporation who is not an
    employee of the corporation has been successful on the merits or otherwise
    in defense of any action, suit or proceeding referred to in subsections (b)
    and (c) of this Section 7.03 or in defense of any claim, issue or matter therein,
    such person shall be indemnified by the corporation against expenses (including
    attorneys' fees) actually and reasonably incurred by such person in connection
    therewith. Such an authorized representative may, at the discretion of the
    corporation, be indemnified by the corporation in any other circumstances
    and to any extent if the corporation would be required by subsections (b)
    and (c) of this Section 7.03 to indemnify such person in such circumstances
    and to such extent if such person were or had been an employee of the corporation.  (e) Procedure for Effecting Indemnification.
    Indemnification under subsections (b), (c) or (d) of this Section 7.03 shall
    be made when ordered by a court (in which case the expenses, including attorneys'
    fees, of the authorized representative in enforcing such right of indemnification
    shall be added to and be included in the final judgment against the corporation)
    or shall be made upon a determination that indemnification of the authorized
    representative is required or proper in the circumstances because such person
    has met the applicable standard of conduct set forth in subsections (b) and
    (c) of this Section 7.03. Such determination shall be made:  (1) By the board of directors by a majority vote of a quorum
      consisting of directors who were not parties to such action, suit or proceeding,
      or  (2) If such a quorum is not obtainable, or, even if obtainable,
      a majority vote of a quorum of disinterested directors so direct, by independent
      legal counsel in a written opinion, or  (3) By the shareholders.  (f) Advancing Expenses. Expenses (including
    attorneys' fees) incurred in defending a civil or criminal action, suit or
    proceeding shall be paid by the corporation in advance of the final disposition
    of such action, suit or proceeding, upon receipt of an undertaking by or on
    behalf of an employee to repay such amount unless it shall ultimately be determined
    that such person is entitled to be indemnified by the corporation as required
    in this Section 7.03 or as authorized by law and may be paid by the corporation
    in advance on behalf of any other authorized representative when authorized
    by the board of directors upon receipt of a similar undertaking.  (g) Non-Exclusivity; Nature and Extent of Rights.
    Each person who shall act as an authorized representative of the corporation
    and who is not entitled to the benefits of Section 7.02, shall be deemed to
    be doing so in reliance upon such rights of indemnification as are provided
    in this Section 7.03.  The indemnification provided by this Section 7.03 shall not
    be deemed exclusive of any other rights to which those seeking indemnification
    may be entitled under any agreement, vote of shareholders or disinterested
    directors, statute or otherwise, both as to action in his or her official
    capacity and as to action in another capacity while holding such office or
    position, and shall continue as to a person who has ceased to be an authorized
    representative of the corporation and shall inure to the benefit of the heirs,
    executors and administrators of such a person.  ARTICLE VIII Amendments Section 8.01. Amendment of Bylaws. The directors
    may make, amend, alter or repeal these bylaws by a vote of the majority of
    the members of the board of directors at any regular or special meeting duly
    convened after notice of that purpose; subject, however, to the power of the
    shareholders to make, amend, and repeal these bylaws at any annual or special
    meeting duly convened after notice of that purpose.  ARTICLE IX Separateness Section 9.01. Business Activities. The corporation
    shall engage, whether directly or indirectly through subsidiaries only in
    (i) the electric transmission and distribution businesses and (ii) those business
    activities that are related to or arise out of its electric transmission and
    distribution businesses, except to the extent mandated by, or necessary to
    comply with obligations imposed by, applicable law or regulation.  Section 9.02. Separateness Provisions. (a)
    The funds and other assets of the corporation shall not be commingled with
    those of any other entity, and the corporation shall maintain its accounts
    separate from PPL Corporation, any other Affiliate of PPL Corporation and
    any other Person.  (b) The corporation shall not hold itself out as being liable
    for the debts of PPL Corporation, any other Affiliate of PPL Corporation or
    any other Person, and shall conduct its own business in its own name.  (c) The corporation shall act solely in its corporate name
    and through its duly authorized officers or agents in the conduct of its business,
    shall conduct its business so as not to mislead others as to the identity
    of the entity or assets with which they are concerned and shall otherwise
    hold itself out as a separate entity. The corporation shall correct any known
    misunderstanding regarding its separate identity.  (d) The corporation shall maintain separate records, books
    of account and financial statements, and shall not commingle its records and
    books of account with the records and books of account of PPL Corporation,
    any other Affiliate of PPL Corporation or any other Person.  (e) Whenever approval of the board of directors is required
    by the Articles of Incorporation or these bylaws or the Business Corporation
    Law of the Commonwealth of Pennsylvania for any corporate action of the corporation,
    such approval shall be obtained. The corporation shall observe all formalities
    required by the Articles of Incorporation and these bylaws and the Business
    Corporation Law.  (f) The corporation shall at all times ensure that its capitalization
    is adequate in light of its business and purpose.  (g) The corporation shall not guarantee or become obligated
    for the debts of PPL Corporation or any of PPL Corporation's other Affiliates
    or make its credit available to satisfy the obligations of, or pledge its
    assets for the benefit of, PPL Corporation or any of PPL Corporation's other
    Affiliates, with the exception of (i) any guarantee of the debts of an Affiliate
    of the corporation in effect as of the effective date of the corporation's
    Plan of Division or (ii) any guarantee of the debts of any direct or indirect
    subsidiary of the corporation.  (h) The corporation shall pay its own liabilities out of
    its own funds.  (i) The corporation shall maintain an arm's-length relationship
    with PPL Corporation and each other Affiliate of PPL Corporation.  (j) The corporation shall allocate fairly and reasonably
    any overhead for office space shared with PPL Corporation or any other Affiliate
    of PPL Corporation.  (k) The corporation shall use its own separate stationery,
    invoices, checks and other business forms.  (l) Until one year and one day after all of the securities
    outstanding under the corporation's Indenture dated as of August 1, 2001,
    to the Chase Manhattan Bank as Trustee, have been paid in full, the officers
    and directors shall make all decisions with respect to the business and daily
    operations of the corporation independent of, and not dictated by, PPL Corporation
    or any other Affiliate of PPL Corporation, in accordance with applicable law.  Nothing in this Section 9.02 shall be construed to mean that
    the corporation may not commingle its funds with the funds of any special
    purpose subsidiary of the corporation in connection with the corporation acting
    as servicer or administrator for such subsidiary; that the corporation may
    not be treated as being the obligor on indebtedness of any special purpose
    subsidiary of the corporation for tax or financial accounting or reporting
    purposes; or that the assets and liabilities of the corporation may not be
    consolidated with its subsidiaries and/or with PPL Corporation and the other
    Affiliates of PPL Corporation for tax or financial accounting or reporting
    purposes.  Failure of the corporation or any director or officer on
    behalf of the corporation to comply with any of the foregoing restrictions
    shall not affect the status of the corporation as a separate legal entity.  Section 9.03. Director Actions. Without limiting
    the generality of Section 9.02, the corporation shall be operated in such
    a manner as the directors deem reasonable and necessary or appropriate to
    preserve the separateness of the corporation from the business of PPL Corporation,
    as the holder of the common stock of the corporation, or any other Affiliate
    thereof.  Section 9.04. Definitions. Capitalized terms
    used in this Article IX and not defined in these Bylaws shall have the meanings
    specified in the Articles of Incorporation.  Section 9.05. Amendment of Certain Provisions.
    The provisions of this Article IX may be not amended, repealed or replaced
    without the prior unanimous approval of the directors, including the Independent
    Director.