Exhibit 3

Bylaws of PPL Electric Utilities Corporation





7/16/04



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                                                                         | 10  
|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                                                            |                                                                       | Page
|------------------------------------------------------------------ | --------------------------------------------------------------------- | ----
|                                                                  
|ARTICLE VI:  Certificates of Stock,
        Transfer, Etc.        
|Section 6.01.                                                      | Issuance                                                              | 10  
|Section 6.02.                                                      | Transfer                                                              | 10  
|Section 6.03.                                                      | Share Certificates                                                    | 10  
|Section 6.04.                                                      | Lost, Stolen, Mutilated or Destroyed Certificates                     | 11  
|                                                                  
|ARTICLE VII:  Indemnification of
        Directors, Officers, Etc.
|Section 7.01.                                                      | Personal Liability of Directors                                       | 11  
|Section 7.02.                                                      | Indemnification of Directors and Officers                             | 11  
|Section 7.03.                                                      | Indemnification of Persons Not Indemnified
        Under Section 7.02 | 12  
|                                                                   |                                                                       |     
|ARTICLE VIII:   Amendments                                        
|Section 8.01.                                                      | Amendment of Bylaws                                                   | 14  
|                                                                   |                                                                       |     
|ARTICLE IX:  Separateness                                          |                                                                      
|Section 9.01.                                                      | Business Activities                                                   | 14  
|Section 9.02.                                                      | Separateness Provisions                                               | 14  
|Section 9.03.                                                      | Director Actions                                                      | 16  
|Section 9.04.                                                      | Definitions                                                           | 16  
|Section 9.05.                                                      | Amendment of Certain Provisions                                       | 16  
|                                                                   |                                                                       |     
|                                                                   |                                                                       |     
|                                                                   |                                                                       |     

BYLAWSOFPPL 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. 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 Corporations'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.