**AMENDED
      AND RESTATED ARTICLES OF INCORPORATION**





**OF**





**PPL
      ELECTRIC UTILITIES CORPORATION**





**ARTICLE
      I.**





The
      name
      of the Corporation is





PPL
      ELECTRIC UTILITIES CORPORATION








**ARTICLE
      II.**





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





Two
      North
      Ninth Street


Allentown,
      Pennsylvania 18101








**ARTICLE
      III.**





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





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





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





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





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





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





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








**ARTICLE
      IV.**





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








**ARTICLE
      V.**





The
      aggregate number of shares which the Corporation shall have authority to issue
      is 190,629,936 shares, divided into 629,936 shares of 41⁄2% Preferred Stock, par
      value $100 per share; 10,000,000 shares of Series Preferred Stock, par value
      $100 per share; 10,000,000 shares of Preference Stock, without nominal or par
      value; and 170,000,000 shares of Common Stock, without nominal or par
      value.








**ARTICLE
      VI.**





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








**Division
      A - 41⁄2% PREFERRED STOCK**





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





SECTION
      2.  *Restrictions
      on Certain Corporate Action* *.*




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





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








**Division
      B - SERIES PREFERRED STOCK**





SECTION
      1.  *Division
      into Series* *.*





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





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





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


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


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


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


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


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





SECTION
      2.  *Restrictions
      on Certain Corporate Action* *.*





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





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





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





SECTION
      3.  *Variations
      Among Series of Series Preferred Stock.*





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





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





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





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





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





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





**If
                Redeemed During Twelve Month Period**
              **Ending
                September
                30**
            **Redemption**
              **Prices**2004
            103.38%2005
            103.042006
            102.702007
            102.362008
            102.032009
            101.692010
            101.352011
            101.012012
            100.682013
            100.34





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





(J)  For
      the
      purposes of the foregoing paragraphs (A) through (I), the terms “involuntary
      liquidation, dissolution or winding up” shall include, without being limited to,
      a liquidation, dissolution or winding up of the Corporation resulting in the
      distribution of all of the net proceeds of a sale, lease or conveyance of all
      or
      substantially all of the property or business of the Corporation to any
      governmental body including, without limitation, any municipal corporation
      or
      political subdivision or authority.








**Division
      C - PROVISIONS APPLICABLE TO BOTH THE 41⁄2%**


**PREFERRED
      STOCK AND THE SERIES PREFERRED STOCK**





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





SECTION
      2.  *Dividends.*





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





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





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





(A)  41⁄2%
      Preferred Stock—the full par value thereof, or





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





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





SECTION
      4.  *Voting
      Rights.*





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





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





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





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





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





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





SECTION
      5.  *Redemption* *.*





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





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





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





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





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





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





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








**Division
      D - PREFERENCE STOCK**





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





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





SECTION
      3.  *Liquidation
      of the Corporation* *.* Subject
      to the provisions of Section 3 of Division C, in the event of voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation, the
      holders of shares of Preference Stock shall be entitled to receive from the
      assets of the Corporation (whether capital or surplus), prior to any payment
      to
      the holders of shares of Common Stock or of any other class of stock of the
      Corporation ranking as to assets subordinate to the Preference Stock, the amount
      per share (which, in the case of an involuntary liquidation, dissolution or
      winding up, shall not be in excess of the original offering price per share
      (not
      including accrued dividends, if any) or $100 per share, whichever is less)
      which
      shall have been fixed and determined by the Board of Directors with respect
      thereto, plus the accrued and unpaid dividends thereon computed to the date
      on
      which payment thereof is made available, whether or not earned or declared.
      For
      the purposes of this section, the terms “involuntary liquidation, dissolution or
      winding up” shall include, without being limited to, a liquidation, dissolution
      or winding up of the Corporation resulting in the distribution of all of the
      net
      proceeds of a sale, lease or conveyance of all or substantially all of the
      property or business of the Corporation to any governmental body including,
      without limitation, any municipal corporation or political subdivision or
      authority.





SECTION
      4.  *Conversion
      Privileges* *.* In the
      event any series of the Preference Stock is issued with the privilege of
      conversion, such stock may be converted, at the option of the record holder
      thereof, at any time or from time to time, as determined by the Board of
      Directors, in the manner and upon the terms and conditions stated in the
      resolution establishing and designating the series and fixing and determining
      the relative rights and preferences thereof.





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





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








**Division
      D1 - PREFERENCE STOCK, 6.25% SERIES**




SECTION
      1.  *Designation* .
      The
      shares of such series of Preference Stock shall be designated "Preference Stock,
      6.25% Series" (referred to herein as the "Series One Preference
      Stock").




SECTION
      2.  *Authorized
      Number; Par Value* .
      The
      number of shares constituting the Series One Preference Stock shall be 2,500,000
      shares. The shares shall be without par value.




SECTION
      3.  *Dividends* .
      The
      holders of shares of Series One Preference Stock shall be entitled to receive,
      when, as and if declared by the Board of Directors of the Corporation, out
      of
      funds legally available for that purpose under 15 Pa.C.S. § 1551 (relating to
      distributions to shareholders) or any superseding provision of law,
      non-cumulative quarterly cash dividends at an annual rate of 6.25% of the
      liquidation preference of each share. Dividends on the Series One Preference
      Stock are payable quarterly in arrears on the 1st day of January, April, July
      and October of each year (each a "Dividend Payment Date"), when, as and if
      declared, beginning on July 1, 2006. If any of those dates is not a
      New York business day, then the dividend payment date will be the next
      succeeding New York business day. "New York business day" means any
      day that is not a Saturday or Sunday and that, in New York City, is not a
      day on which banking institutions generally are authorized or obligated by
      law
      or executive order to be closed. Dividends with respect to the July 1, 2006
      Dividend Payment Date shall accrue, when, as and if declared, from the date
      of
      issuance of the Series One Preference Stock, and all other dividends shall
      accrue, when, as and if declared, from the first day of the applicable dividend
      period. The amount of dividends payable for any period will be computed on
      the
      basis of a 360-day year consisting of twelve 30-day months. Dividends shall
      be
      payable to holders of record as they appear on the stock records of the
      Corporation (or its registrar) on each record date, which shall be a date not
      exceeding forty (40) days and not less than ten (10) days preceding the
      applicable Dividend Payment Date, to be fixed by the Board of Directors of
      the
      Corporation.




No
      dividends may be paid on any other Preference Stock, whether or not the dividend
      rate, dividend payment dates, rights to cumulative or non-cumulative dividends,
      or redemption or liquidation prices per share thereof are different from those
      of the Series One Preference Stock (the "Dividend Parity Preference Stock"),
      unless there shall also be or have been paid on the Series One Preference Stock,
      dividends for the then-current quarterly dividend period of the Series One
      Preference Stock ending on or before the dividend payment date of such Dividend
      Parity Preference Stock, ratably in proportion to the respective amounts of
      dividends (a) accumulated and unpaid, with respect to any such Dividend Parity
      Preference Stock entitled to cumulative dividends, and (b) accrued and unpaid,
      with respect to (i) any such Dividend Parity Preference Stock not entitled
      to
      cumulative dividends and (ii) the Series One Preference Stock (it being
      understood that dividends on such non-cumulative shares described in (b) shall
      be without accumulation of unpaid dividends for prior dividend
      periods).




So
      long
      as any shares of Series One Preference Stock shall be outstanding, no dividend
      (other than dividends or distributions paid in shares of, or options, warrants
      or rights to subscribe for or purchase shares of, the common stock of the
      Corporation (the "Common Stock") or any other stock of the Corporation ranking
      as to the payment of dividends subordinate to the Series One Preference Stock
      ("Dividend Junior Stock")), whether in cash or property, may be paid, nor may
      any distribution be made, on the Dividend Junior Stock, unless dividends have
      been paid on the Series One Preference Stock for the quarterly dividend period
      of the Series One Preference Stock ending on or before the dividend payment
      date
      of such Dividend Junior Stock; provided, however, that the foregoing dividend
      preference shall not be cumulative and shall not in any way create any claim
      or
      right in favor of the holders of shares of Series One Preference Stock in the
      event that dividends have not been declared or paid or set apart on the Series
      One Preference Stock in respect of any prior dividend period. If the full
      dividend on the Series One Preference Stock is not paid for any quarterly
      dividend period, the holders of shares of Series One Preference Stock will
      have
      no claim in respect of the unpaid amount so long as no dividend (other than
      those referred to above) is paid on the Dividend Junior Stock for such dividend
      period.




The
      Corporation may, in its discretion, choose to pay dividends on the Series One
      Preference Stock without the payment of any dividends on its Dividend Junior
      Stock.




The
      holders of shares of Series One Preference Stock will not be entitled to any
      dividends, whether payable in cash or property, other than as herein provided
      and will not be entitled to interest, or any sum in lieu of interest, in respect
      of any dividend payment.




SECTION
      4.  *Liquidation
      Preference* .
      In the
      event of a voluntary or involuntary liquidation, dissolution or winding up
      of
      the Corporation, the holders of shares of Series One Preference Stock shall
      be
      entitled to receive from the assets of the Corporation (whether capital or
      surplus), prior to any payment to the holders of shares of Common Stock or
      any
      other class of stock of the Corporation ranking as to assets subordinate to
      the
      Series One Preference Stock upon voluntary or involuntary liquidation,
      dissolution or winding up (the "Liquidation Junior Stock"), $100.00 per share,
      plus the declared but unpaid dividends from prior periods and accrued and unpaid
      dividends for the then-current dividend period to the date on which payment
      thereof is made available, whether or not earned or declared. The Series One
      Preference Stock will share, without preference or priority of one over the
      other, with any other Preference Stock, whether or not the dividend rate,
      dividend payment dates, rights to cumulative or non-cumulative dividends, or
      redemption or liquidation prices per share thereof are different from those
      of
      the Series One Preference Stock (the "Liquidation Parity Preference Stock")
      in
      terms of any receipt of amounts distributed upon a voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation.




The
      holders of shares of Series One Preference Stock shall not be entitled to
      receive the preferential amounts as aforesaid until any amounts due, as
      specified in the Amended and Restated Articles of Incorporation, to the holders
      of any other stock of the Corporation ranking as to distribution of assets
      senior to the Series One Preference Stock upon a voluntary or involuntary
      liquidation, dissolution or winding up, including the 41⁄2% Preferred Stock and
      all of the Series Preferred Stock, shall have been paid (or a sum set aside
      therefor sufficient to provide for payment) in full. After payment of the full
      amount of the preferential amounts to the holders of shares of Series One
      Preference Stock, such holders will not be entitled to any further participation
      in any distribution of assets by the Corporation. If, upon any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation, the
      assets of the Corporation, or proceeds thereof, distributable among the holders
      of shares of Liquidation Parity Preference Stock and Series One Preference
      Stock
      shall be insufficient to pay in full the preferential amounts payable thereon,
      then such assets, or the proceeds thereof, shall be distributable among such
      holders ratably in accordance with the respective amounts which would be payable
      on such shares if all amounts payable thereon were paid in full (but without,
      in
      the case of any non-cumulative preference stock (including the Series One
      Preference Stock), accumulation of undeclared dividends for prior dividend
      periods).




For
      the
      purposes hereof, the terms "involuntary liquidation, dissolution or winding
      up"
      shall include, without being limited to, a liquidation, dissolution or winding
      up of the Corporation resulting in the distribution of all of the net proceeds
      of a sale, lease or conveyance of all or substantially all of the property
      or
      business of the Corporation to any governmental body including, without
      limitation, any municipal corporation or political subdivision or
      authority.




SECTION
      5.  *Conversion* .
      The
      Series One Preference Stock is not convertible into, or exchangeable for, any
      other class or classes of stock or any other securities or property of the
      Corporation.




SECTION
      6.  *Redemption* *.* The
      Series One Preference Stock shall not be redeemable prior to April 6, 2011.
      On
      or after that date, subject to the notice provisions set forth below and subject
      to any further limitations which may be imposed by law, the Corporation, at
      its
      option to be exercised upon authority of the Board of Directors of the
      Corporation, may redeem the whole or any part of the Series One Preference
      Stock, at any time or from time to time, at the redemption price equal to the
      liquidation preference per share plus an amount equal to the amount of the
      declared and unpaid dividends from the Dividend Payment Date immediately
      preceding the redemption date through the redemption date, but without
      accumulation of unpaid dividends on the Series One Preference Stock for prior
      dividend periods. If less than all of the outstanding shares of Series One
      Preference Stock are to be redeemed, the Corporation will select the shares
      to
      be redeemed from the outstanding shares not previously called for redemption
      by
      lot or pro rata (as nearly as practicable).




In
      the
      event the Corporation shall redeem shares of Series One Preference Stock,
      written notice of such redemption shall be given by first class mail, postage
      prepaid, mailed not less than 30 days nor more than 60 days prior to the
      redemption date, to each holder of record of the shares to be redeemed at such
      holder’s address as the same appears on the stock records of the Corporation (or
      its registrar); provided, however, that no failure to give such notice nor
      any
      defect therein shall affect the validity of the proceeding for the redemption
      of
      any shares of Series One Preference Stock to be redeemed except as to the holder
      to whom the Corporation has failed to mail said notice or except as to the
      holder whose notice was defective. Each such notice shall state: (a) the
      redemption date; (b) the number of shares of Series One Preference Stock to
      be
      redeemed and, if less than all the shares held by such holder are to be redeemed
      from such holder, the number of shares to be redeemed from such holder; (c)
      the
      redemption price and any declared and unpaid dividends to the redemption date;
      and (d) the place or places where receipts evidencing the shares for such shares
      are to be surrendered for payment of the redemption price.




The
      Corporation’s obligation to provide funds for the payment of the redemption
      price (and any declared and unpaid dividends to the redemption date) of the
      shares called for redemption shall be deemed fulfilled if, on or before a
      redemption date, the Corporation shall deposit, with a bank or trust company,
      or
      an affiliate of a bank or trust company, having an office or agency in the
      United States and having a capital and surplus of at least $50,000,000, funds
      sufficient to pay the redemption price (and any declared and unpaid dividends
      to
      the redemption date) of the shares called for redemption, in trust for the
      account of the holders of the shares to be redeemed, with irrevocable
      instructions and authority to such bank or trust company that such funds be
      delivered upon redemption of the shares of Series One Preference Stock so called
      for redemption.




Subject
      to applicable escheat laws, any moneys so set aside by the Corporation and
      unclaimed at the end of two years from the redemption date shall revert to
      the
      general funds of the Corporation, after which reversion the holders of such
      shares so called for redemption shall look only to the general funds of the
      Corporation for the payment of the amounts payable upon such redemption. Any
      interest accrued on funds so deposited shall be paid to the Corporation from
      time to time.




The
      Series One Preference Stock will not be subject to any mandatory redemption,
      sinking fund or other similar provisions. In addition, the holders of shares
      of
      Series One Preference Stock will have no right to require redemption of any
      shares of Series One Preference Stock.




Shares
      of
      Series One Preference Stock that have been issued and reacquired in any manner,
      including shares purchased or redeemed, shall (upon compliance with any
      applicable provisions of the laws of the Commonwealth of Pennsylvania) have
      the
      status of authorized but unissued shares of the class of Series One Preference
      Stock.




SECTION
      7.  *Voting
      Rights* .
      The
      holders of shares of Series One Preference Stock shall have no voting rights,
      except as may be required by law from time to time. The holders of shares of
      Series One Preference Stock shall have no voting rights with respect to the
      amendment to the Amended and Restated Articles of Incorporation of the
      Corporation to be voted on at the 2006 annual meeting of shareowners to be
      held
      on April 26, 2006, to increase the authorized amount of preference stock from
      5,000,000 to 10,000,000 shares.








**Division
      E - COMMON STOCK**





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





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





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





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








**Division
      F - GENERAL**





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





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





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








**ARTICLE
      VII.**





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








**ARTICLE
      VIII.**





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








**ARTICLE
      IX.**





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








**ARTICLE
      X.**





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





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





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





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





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





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





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








**ARTICLE
      XI.**





*Uncertificated
      Shares* .
      Any or
      all classes and series of shares of the Corporation, or any part thereof, may
      be
      represented by uncertificated shares to the extent determined by the Board
      of
      Directors, except as required by applicable law, including that shares
      represented by a certificate that is issued and outstanding shall continue
      to be
      represented thereby until the certificate is surrendered to the Corporation.
      Within a reasonable time after the issuance or transfer of uncertificated
      shares, the Corporation shall send to the registered owner thereof a written
      notice containing the information required by applicable law to be set forth
      or
      stated on certificates. Except as otherwise expressly provided by law, the
      rights and obligations of the holders of shares represented by certificates
      and
      the rights and obligations of the holders of uncertificated shares of the same
      class and series shall be identical.








**ARTICLE
      XII.**





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