Exhibit 4(b)-12


    Exhibit
      4(b)-12


    


     

    PPL
      ELECTRIC UTILITIES CORPORATION

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

     

    TO

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

     

    (formerly
      Bankers Trust Company,

    successor
      to Morgan Guaranty Trust Company of New York,

    formerly
      Guaranty Trust Company of New York)

    


    


    


    As
      Trustee under PPL Electric Utilities Corporation’s

    Mortgage
      and Deed of Trust,

    Dated
      as of October 1, 1945

     

    _____________________________

     

    Seventy-fourth
      Supplemental Indenture

    


    


    


    Providing
      among other things for

     

    Amendments
      to Mortgage

     

    _____________________________

     

    Dated
      as of June 1, 2005

     

    


     

    



    
       

      
        
        

        
          

        

      

      
        
        

      

    



    Seventy-fourth
      Supplemental Indenture

     

    SEVENTY-FOURTH
      SUPPLEMENTAL INDENTURE, dated as of the 1st  day
      of
      June, 2005 made and entered into by and between PPL ELECTRIC UTILITIES
      CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light
      Company), a corporation of the Commonwealth of Pennsylvania, whose address
      is
      Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes
      called the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers
      Trust Company), a corporation of the State of New York, whose address is 60
      Wall
      Street, New York, New York 10005 (hereinafter sometimes called the Trustee),
      as
      Trustee under the Mortgage and Deed of Trust, dated as of October 1, 1945
      (hereinafter called the Mortgage and, together with any indentures supplemental
      thereto, hereinafter called the Indenture), which Mortgage was executed and
      delivered by Pennsylvania Power & Light Company to secure the payment of
      bonds issued or to be issued under and in accordance with the provisions of
      the
      Mortgage, reference to which said Mortgage is hereby made, this instrument
      (hereinafter called the Seventy-fourth Supplemental Indenture) being
      supplemental thereto.

     

    WHEREAS,
      said Mortgage was or is to be recorded in various Counties in the Commonwealth
      of Pennsylvania, which Counties include or will include all Counties in which
      this Seventy-fourth Supplemental Indenture is to be recorded; and

     

    WHEREAS,
      by amendment to its Articles of Incorporation filed in the Office of the
      Secretary of State of Pennsylvania on September 12, 1997, the Company
      changed its name to PP&L, Inc.; and

     

    WHEREAS,
      by an amendment to its Articles of Incorporation filed with the Office of the
      Secretary of State of Pennsylvania on February 14, 2001, the Company
      changed its name to PPL Electric Utilities Corporation; and

     

    WHEREAS,
      an instrument, dated August 5, 1994, was executed by the Company appointing
      Bankers Trust Company as Trustee in succession to said Morgan Guaranty Trust
      Company of New York (resigned) under the Indenture, and by Bankers Trust Company
      accepting said appointment, which instrument was or is to be recorded in various
      Counties in the Commonwealth of Pennsylvania; and

     

    WHEREAS,
      by an amendment to its Articles of Incorporation filed in the office of the
      Secretary of State of New York, effective April 15, 2002, the Trustee changed
      its name to Deutsche Bank Trust Company Americas; and

     

    WHEREAS,
      by the Mortgage the Company covenanted that it would execute and deliver such
      supplemental indenture or indentures and such further instruments and do such
      further acts as might be necessary or proper to carry out more effectually
      the
      purposes of the Indenture and to make subject to the lien of the Indenture
      any
      property thereafter acquired and intended to be subject to the lien thereof;
      and

     

    WHEREAS,
      the Company executed and delivered as supplements to the Mortgage, the following
      supplemental indentures:

     

    
      	
              Designation

               

            	
              Dated
                as of

               

            
	
              First
                Supplemental Indenture

            	
              July
                1, 1947

            
	
              Second
                Supplemental Indenture

            	
              December
                1, 1948

            
	
              Third
                Supplemental Indenture

            	
              February
                1, 1950

            
	
              Fourth
                Supplemental Indenture

            	
              March
                1, 1953

            
	
              Fifth
                Supplemental Indenture

            	
              August
                1, 1955

            
	
              Sixth
                Supplemental Indenture

            	
              December
                1, 1961

            
	
              Seventh
                Supplemental Indenture

            	
              March
                1, 1964

            
	
              Eighth
                Supplemental Indenture

            	
              June
                1, 1966

            
	
              Ninth
                Supplemental Indenture

            	
              November
                1, 1967

            
	
              Tenth
                Supplemental Indenture

            	
              December
                1, 1967

            
	
              Eleventh
                Supplemental Indenture

            	
              January
                1, 1969

            
	
              Twelfth
                Supplemental Indenture

            	
              June
                1, 1969

            
	
              Thirteenth
                Supplemental Indenture

            	
              March
                1, 1970

            
	
              Fourteenth
                Supplemental Indenture

            	
              February
                1, 1971

            
	
              Fifteenth
                Supplemental Indenture

            	
              February
                1, 1972

            
	
              Sixteenth
                Supplemental Indenture

            	
              January
                1, 1973

            
	
              Seventeenth
                Supplemental Indenture

            	
              May
                1, 1973

            
	
              Eighteenth
                Supplemental Indenture

            	
              April
                1, 1974

            
	
              Nineteenth
                Supplemental Indenture

            	
              October
                1, 1974

            
	
              Twentieth
                Supplemental Indenture 

            	
              May
                1, 1975

            
	
              Twenty-first
                Supplemental Indenture

            	
              November
                1, 1975

            
	
              Twenty-second
                Supplemental Indenture

            	
              December
                1, 1976

            
	
              Twenty-third
                Supplemental Indenture

            	
              December
                1, 1977

            
	
              Twenty-fourth
                Supplemental Indenture

            	
              April
                1, 1979

            
	
              Twenty-fifth
                Supplemental Indenture

            	
              April
                1, 1980

            
	
              Twenty-sixth
                Supplemental Indenture

            	
              June
                1, 1980

            
	
              Twenty-seventh
                Supplemental Indenture

            	
              June
                1, 1980

            
	
              Twenty-eighth
                Supplemental Indenture

            	
              December
                1, 1980

            
	
              Twenty-ninth
                Supplemental Indenture

            	
              February
                1, 1981

            
	
              Thirtieth
                Supplemental Indenture

            	
              February
                1, 1981

            
	
              Thirty-first
                Supplemental Indenture

            	
              September
                1, 1981

            
	
              Thirty-second
                Supplemental Indenture

            	
              April
                1, 1982

            
	
              Thirty-third
                Supplemental Indenture

            	
              August
                1, 1982

            
	
              Thirty-fourth
                Supplemental Indenture

            	
              October
                1, 1982

            
	
              Thirty-fifth
                Supplemental Indenture

            	
              November
                1, 1982

            
	
              Thirty-sixth
                Supplemental Indenture

            	
              February
                1, 1983

            
	
              Thirty-seventh
                Supplemental Indenture

            	
              November
                1, 1983

            
	
              Thirty-eighth
                Supplemental Indenture

            	
              March
                1, 1984

            
	
              Thirty-ninth
                Supplemental Indenture

            	
              April
                1, 1984

            
	
              Fortieth
                Supplemental Indenture

            	
              August
                15, 1984

            
	
              Forty-first
                Supplemental Indenture

            	
              December
                1, 1984

            
	
              Forty-second
                Supplemental Indenture

            	
              June
                15, 1985

            
	
              Forty-third
                Supplemental Indenture

            	
              October
                1, 1985

            
	
              Forty-fourth
                Supplemental Indenture

            	
              January
                1, 1986

            
	
              Forty-fifth
                Supplemental Indenture

            	
              February
                1, 1986

            
	
              Forty-sixth
                Supplemental Indenture

            	
              April
                1, 1986

            
	
              Forty-seventh
                Supplemental Indenture

            	
              October
                1, 1986

            
	
              Forty-eighth
                Supplemental Indenture

            	
              March
                1, 1988

            
	
              Forty-ninth
                Supplemental Indenture

            	
              June
                1, 1988

            
	
              Fiftieth
                Supplemental Indenture

            	
              January
                1, 1989

            
	
              Fifty-first
                Supplemental Indenture

            	
              October
                1, 1989

            
	
              Fifty-second
                Supplemental Indenture

            	
              July
                1, 1991

            
	
              Fifty-third
                Supplemental Indenture

            	
              May
                1, 1992

            
	
              Fifty-fourth
                Supplemental Indenture

            	
              November
                1, 1992

            
	
              Fifty-fifth
                Supplemental Indenture

            	
              February
                1, 1993

            
	
              Fifty-sixth
                Supplemental Indenture

            	
              April
                1, 1993

            
	
              Fifty-seventh
                Supplemental Indenture

            	
              June
                1, 1993

            
	
              Fifty-eighth
                Supplemental Indenture

            	
              October
                1, 1993

            
	
              Fifty-ninth
                Supplemental Indenture

            	
              February
                15, 1994

            
	
              Sixtieth
                Supplemental Indenture

            	
              March
                1, 1994

            
	
              Sixty-first
                Supplemental Indenture

            	
              March
                15, 1994

            
	
              Sixty-second
                Supplemental Indenture

            	
              September
                1, 1994

            
	
              Sixty-third
                Supplemental Indenture

            	
              October
                1, 1994

            
	
              Sixty-fourth
                Supplemental Indenture

            	
              August
                1, 1995

            
	
              Sixty-fifth
                Supplemental Indenture

            	
              April
                1, 1997

            
	
              Sixty-sixth
                Supplemental Indenture

            	
              May
                1, 1998

            
	
              Sixty-seventh
                Supplemental Indenture

            	
              June
                1, 1999

            
	
              Sixty-eighth
                Supplemental Indenture

              Sixty-ninth
                Supplemental Indenture

              Seventieth
                Supplemental Indenture

              Seventy-first
                Supplemental Indenture

              Seventy-second
                Supplemental Indenture

              Seventy-third
                Supplemental Indenture

            	
              August
                1, 2001

              January
                1, 2002

              February
                1, 2003

              May
                1, 2003

              February
                1, 2005

              May
                1, 2005

            


    

    


     

    which
      supplemental indentures were or are to be recorded in various Counties in the
      Commonwealth of Pennsylvania; and

     

    WHEREAS,
      the Company executed and delivered its Supplemental Indenture, dated July 1,
      1954, creating a security interest in certain personal property of the Company,
      pursuant to the provisions of the Pennsylvania Uniform Commercial Code, as
      a
      supplement to the Mortgage, which Supplemental Indenture was filed in the Office
      of the Secretary of the Commonwealth of Pennsylvania on July 1, 1954, and all
      subsequent supplemental indentures were or are to be so filed; and

     

    WHEREAS,
      in addition to the property described in the Mortgage, as heretofore
      supplemented, the Company has acquired certain other property, rights and
      interests in property; and

     

    WHEREAS,
      the Company has heretofore issued, in accordance with the provisions of the
      Mortgage, as supplemented, the following series of First Mortgage
      Bonds:

     

    


     

    
      	
              Series

            	
              Principal

              Amount

              Issued

            	
              Principal

              Amount

              Outstanding

            
	 	 	 
	
              3%
                Series due 1975

            	
              $93,000,000

            	
              None

            
	
              2-3/4%
                Series due 1977

            	
              20,000,000

            	
              None

            
	
              3-1/4%
                Series due 1978

            	
              10,000,000

            	
              None

            
	
              2-3/4%
                Series due 1980

            	
              37,000,000

            	
              None

            
	
              3-1/2%
                Series due 1983

            	
              25,000,000

            	
              None

            
	
              3-3/8%
                Series due 1985

            	
              25,000,000

            	
              None

            
	
              4-5/8%
                Series due 1991

            	
              30,000,000

            	
              None

            
	
              4-5/8%
                Series due 1994

            	
              30,000,000

            	
              None

            
	
              5-5/8%
                Series due 1996

            	
              30,000,000

            	
              None

            
	
              6-3/4%
                Series due 1997

            	
              30,000,000

            	
              None

            
	
              6-1/2%
                Series due 1972

            	
              15,000,000

            	
              None

            
	
              7%
                Series due 1999

            	
              40,000,000

            	
              None

            
	
              8-1/8%
                Series due June 1, 1999

            	
              40,000,000

            	
              None

            
	
              9%
                Series due 2000

            	
              50,000,000

            	
              None

            
	
              7-1/4%
                Series due 2001

            	
              60,000,000

            	
              None

            
	
              7-5/8%
                Series due 2002

            	
              75,000,000

            	
              None

            
	
              7-1/2%
                Series due 2003

            	
              80,000,000

            	
              None

            
	
              Pollution
                Control Series A

            	
              28,000,000

            	
              None

            
	
              9-1/4%
                Series due 2004

            	
              80,000,000

            	
              None

            
	
              10-1/8%
                Series due 1982

            	
              100,000,000

            	
              None

            
	
              9-3/4%
                Series due 2005

            	
              125,000,000

            	
              None

            
	
              9-3/4%
                Series due November 1, 2005

            	
              100,000,000

            	
              None

            
	
              8-1/4%
                Series due 2006

            	
              150,000,000

            	
              None

            
	
              8-1/2%
                Series due 2007

            	
              100,000,000

            	
              None

            
	
              9-7/8%
                Series due 1983-1985

            	
              100,000,000

            	
              None

            
	
              15-5/8%
                Series due 2010

            	
              100,000,000

            	
              None

            
	
              11-3/4%
                Series due 1984

            	
              30,000,000

            	
              None

            
	
              Pollution
                Control Series B

            	
              70,000,000

            	
              None

            
	
              Pollution
                Control Series C

            	
              20,000,000

            	
              None

            
	
              14%
                Series due December 1, 1990

            	
              125,000,000

            	
              None

            
	
              15%
                Series due 1984-1986

            	
              50,000,000

            	
              None

            
	
              14-3/4%
                Series A due 1986

            	
              30,000,000

            	
              None

            
	
              14-3/4%
                Series B due 1986

            	
              20,000,000

            	
              None

            
	
              16-1/2%
                Series due 1987-1991

            	
              52,000,000

            	
              None

            
	
              16-1/8%
                Series due 1992

            	
              100,000,000

            	
              None

            
	
              16-1/2%
                Series due 1986-1990

            	
              92,500,000

            	
              None

            
	
              13-1/4%
                Series due 2012

            	
              100,000,000

            	
              None

            
	
              Pollution
                Control Series D

            	
              70,000,000

            	
              None

            
	
              12-1/8%
                Series due 1989-1993

            	
              50,000,000

            	
              None

            
	
              13-1/8%
                Series due 2013

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series E

            	
              37,750,000

            	
              None

            
	
              13-1/2%
                Series due 1994

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series F

            	
              115,500,000

            	
              None

            
	
              12-3/4%
                Series due 2014

            	
              125,000,000

            	
              None

            
	
              Pollution
                Control Series G

            	
              55,000,000

            	
              None

            
	
              12%
                Series due 2015

            	
              125,000,000

            	
              None

            
	
              10-7/8%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-5/8%
                Series due 1996

            	
              125,000,000

            	
              None

            
	
              9%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-1/2%
                Series due 2016

            	
              125,000,000

            	
              None

            
	
              9-1/4%
                Series due 1998

            	
              125,000,000

            	
              None

            
	
              9-5/8%
                Series due 1998

            	
              125,000,000

            	
              None

            
	
              10%
                Series due 2019

            	
              125,000,000

            	
              None

            
	
              9-1/4%
                Series due 2019

            	
              250,000,000

            	
              None

            
	
              9-3/8%
                Series due 2021

            	
              150,000,000

            	
              None

            
	
              7-3/4%
                Series due 2002

            	
              150,000,000

            	
              None

            
	
              8-1/2%
                Series due 2022

            	
              150,000,000

            	
              None

            
	
              Pollution
                Control Series H

            	
              90,000,000

            	
              None

            
	
              6-7/8%
                Series due 2003

            	
              100,000,000

            	
              None

            
	
              7-7/8%
                Series due 2023

            	
              200,000,000

            	
              None

            
	
              5-1/2%
                Series due 1998

            	
              150,000,000

            	
              None

            
	
              6-1/2%
                Series due 2005

            	
              125,000,000

            	
              None

            
	
              6%
                Series due 2000

            	
              125,000,000

            	
              None

            
	
              6-3/4%
                Series due 2023

            	
              150,000,000

            	
              None

            
	
              Pollution
                Control Series I

            	
              53,250,000

            	
              None

            
	
              6.55%
                Series due 2006

            	
              150,000,000

            	
              146,000,000

            
	
              7.30%
                Series due 2024

            	
              150,000,000

            	
              None

            
	
              6-7/8%
                Series due 2004

            	
              150,000,000

            	
              None

            
	
              7-3/8%
                Series due 2014

            	
              100,000,000

            	
              10,290,000

            
	
              Pollution
                Control Series J

            	
              115,500,000

            	
              None

            
	
              7.70%
                Series due 2009

            	
              200,000,000

            	
              325,000

            
	
              Pollution
                Control Series K

            	
              55,000,000

            	
              None

            
	
              Short-Term
                Series A

            	
              800,000,000

            	
              None

            
	
              6
                1/8% REset Put Securities Series due 2006

            	
              200,000,000

            	
              None

            
	
              Short-Term
                Series B

            	
              600,000,000

            	
              None

            
	
              5-7/8%
                Series due August 15, 2007

            	
              300,000,000

            	
              254,866,000

            
	
              6-1/4%
                Series due August 15, 2009

            	
              500,000,000

            	
              485,785,000

            
	
              3.125%
                Pollution Control Series due 2008

            	
              90,000,000

            	
              90,000,000

            
	
              4.30%
                Collateral Series due 2013

            	
              100,000,000

            	
              100,000,000

            
	
              4.70%
                Pollution Control Series due 2029

            	
              115,500,000

            	
              115,500,000

            
	
              4.75%
                Pollution Control Series due 2027

            	
              108,250,000

            	
              108,250,000

            


    

    


     

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

     

    WHEREAS,
      in Section 2 of the Seventy-third Supplemental Indenture, Section 2 of the
      Seventy-second Supplemental Indenture, Section 2 of the Seventy-first
      Supplemental Indenture, Section 2 of the Seventieth Supplemental Indenture,
      Section 3 of the Sixty-eighth Supplemental Indenture, Section 3 of the
      Sixty-fourth Supplemental Indenture, Section 4 of the Sixty-third Supplemental
      Indenture, Section 3 of the Sixty-second Supplemental Indenture, Section 4
      of
      the Sixty-first Supplemental Indenture, and Section 3 of the Fifty-ninth
      Supplemental Indenture, the Company has reserved the right to make such
      amendments to the Mortgage, as supplemented, as shall be necessary to delete
      subsection (I) of Section 39 of the Mortgage, and in such sections each holder
      of bonds now outstanding has consented to such deletion without any other or
      further action by any holder of such bonds.

     

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

     

    ARTICLE
      I.

     

    Amendments

     

    SECTION
      1.  Deletion
      of Maintenance and Replacement Fund Covenant. Pursuant
      to the rights reserved in the Supplemental Indentures referenced in the last
      recital above (pursuant to which all of the currently outstanding First Mortgage
      Bonds were issued), the Company hereby amends the Mortgage to delete subsection
      (I) of Section 39 of the Mortgage.

     

     

     

    ARTICLE
      II.

     

    Miscellaneous
      Provisions

     

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

     

    SECTION
      3.  Whenever
      in this Seventy-fourth Supplemental Indenture either of the parties hereto
      is
      named or referred to, this shall, subject to the provisions of Articles XVI
      and
      XVII of the Mortgage, be deemed to include the successors and assigns of such
      party, and all the covenants and agreements in this Seventy-fourth Supplemental
      Indenture contained by or on behalf of the Company, or by or on behalf of the
      Trustee shall, subject as aforesaid, bind and inure to the respective benefits
      of the respective successors and assigns of such parties, whether so expressed
      or not.

     

    SECTION
      4.  The
      Trustee hereby accepts the trusts herein declared, provided, created or
      supplemented and agrees to perform the same upon the terms and conditions herein
      and in the Mortgage, as heretofore supplemented, set forth and upon the
      following terms and conditions:

     

    The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Seventy-fourth Supplemental Indenture or
      for
      or in respect of the recitals contained herein, all of which recitals are made
      by the Company solely. Each and every term and condition contained in Article
      XVII of the Mortgage, as heretofore amended by said First through Seventy-third
      Supplemental Indentures, shall apply to and form part of this Seventy-fourth
      Supplemental Indenture with the same force and effect as if the same were herein
      set forth in full with such omissions, variations and insertions, if any, as
      may
      be appropriate to make the same conform to the provisions of this Seventy-fourth
      Supplemental Indenture.

     

    SECTION
      5.  Nothing
      in this Seventy-fourth Supplemental Indenture, expressed or implied, is
      intended, or shall be construed, to confer upon, or to give to, any person,
      firm
      or corporation, other than the parties hereto and the holders of the bonds
      and
      coupons Outstanding under the Indenture, any right, remedy or claim under or
      by
      reason of this Seventy-fourth Supplemental Indenture or by any covenant,
      condition, stipulation, promise or agreement hereof, and all the covenants,
      conditions, stipulations, promises and agreements in this Seventy-fourth
      Supplemental Indenture contained by or on behalf of the Company shall be for
      the
      sole and exclusive benefit of the parties hereto, and of the holders of the
      bonds and coupons Outstanding under the Indenture.

     

    SECTION
      6.  This
      Seventy-fourth Supplemental Indenture shall be executed in several counterparts,
      each of which shall be an original and all of which shall constitute but one
      and
      the same instrument.

     

    PPL
      ELECTRIC UTILITIES CORPORATION does hereby constitute and appoint JAMES E.
      ABEL,
      Treasurer of PPL ELECTRIC UTILITIES CORPORATION, to be its attorney for it,
      and
      in its name and as and for its corporate act and deed to acknowledge this
      Seventy-fourth Supplemental Indenture before any person having authority by
      the
      laws of the Commonwealth of Pennsylvania to take such acknowledgment, to the
      intent that the same may be duly recorded, and DEUTSCHE BANK TRUST COMPANY
      AMERICAS does hereby constitute and appoint Susan Johnson, a Vice President
      of
      DEUTSCHE BANK TRUST COMPANY AMERICAS, to be its attorney for it, and in its
      name
      and as and for its corporate act and deed to acknowledge this Seventy-fourth
      Supplemental Indenture before any person having authority by the laws of the
      Commonwealth of Pennsylvania to take such acknowledgment, to the intent that
      the
      same may be duly recorded.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, PPL ELECTRIC UTILITIES CORPORATION has caused its corporate
      name to be hereunto affixed, and this instrument to be signed and sealed by
      its
      President, one of its Vice Presidents or its Treasurer, and its corporate seal
      to be attested by its Secretary or one of its Assistant Secretaries for and
      in
      its behalf, in the City of Allentown, Pennsylvania, and DEUTSCHE BANK TRUST
      COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and
      this
      instrument to be signed and sealed by one of its Principals, Vice Presidents,
      Trust Officers or Associates, and its corporate seal to be attested by one
      of
      its Vice Presidents, Assistant Vice Presidents, Trust Officers or Associates,
      in
      The City of New York, as of the day and year first above written.

     

    PPL
      ELECTRIC UTILITIES CORPORATION

     

    By:                                                   

    Name:  James
      E. Abel

    Title:  Treasurer

    Attest:

     

                                                     

    Assistant
      Secretary

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

     

    By:                                                         

    Name:  Susan
      Johnson

    Title:    Vice
      President

    Attest:

     

                                                             

    Rodney
      Gaughan

    Assistant
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              COMMONWEALTH
                OF PENNSYLVANIA

            	
              )

            
	 	
              )    ss.:

            
	
              COUNTY
                OF LEHIGH

               

            	
              )

               

            


    

    On
      this
      ____ day of June, 2005, before me, a notary public, the undersigned officer,
      personally appeared JAMES E. ABEL, who acknowledged himself to be the Treasurer
      of PPL ELECTRIC UTILITIES CORPORATION, a corporation and that he, as such
      Treasurer, being authorized to do so, executed the foregoing instrument for
      the
      purposes therein contained, by signing the name of the corporation by himself
      as
      Treasurer.

     

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

     

                                                             

    Notary
      Public

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )    ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

    On
      this
      ____ day of June, 2005, before me, a notary public, the undersigned officer,
      personally appeared SUSAN JOHNSON, who acknowledged herself to be a Vice
      President of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation and that she,
      as such Vice President, being authorized to do so, executed the foregoing
      instrument for the purposes therein contained, by signing the name of the
      corporation by herself as Vice President.

     

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

     

                                                             

    Notary
      Public

     

    


     

    Deutsche
      Bank Trust Company Americas hereby certifies that its precise name and address
      as Trustee hereunder are:

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

    Trust
      & Securities Services

    60
      Wall
      Street, MS NYC60-2710

    New
      York,
      New York 10005

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

     

    By:                                                           

    Name:  Susan
      Johnson

    Title:    Vice
      President