OFFICER'S CERTIFICATE

a)  

the title of the Securities of such series shall be “Senior Secured Bonds, Variable Rate Pollution Control Series 2008” (the “Bonds”);

b)  

the aggregate principal amount of Bonds which may be authenticated and delivered under the Indenture shall be limited to $90,000,000, except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Indenture;

c)  

interest on the Bonds shall be payable to the Person or Persons in whose names the Bonds are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of Bond attached hereto and hereby authorized and approved;

d)  

the principal shall be due and payable on October 1, 2023; and the Company shall not have the right to extend the Maturity of the Bonds as contemplated in Section 301(d) of the Indenture;

e)  

as provided in the form of Bond attached as Exhibit A hereto, the Bonds shall bear interest at the same rate or rates borne from time to time by the Pollution Control Revenue Refunding Bonds, Series 2008 (PPL Electric Utilities Corporation Project) (the “Revenue Bonds”) of the Pennsylvania Economic Development Financing Authority (the “Authority”), the Revenue Bonds being issued under the Trust Indenture, dated as of October 1, 2008 (the “Revenue Bond Indenture”) of the Authority to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Revenue Bond Trustee”); and  the Interest Payment Dates for the Bonds shall be the dates on which the interest is payable on the Revenue Bonds; the Regular Record Date for the interest payable on any Interest Payment Date with respect to the Bonds shall be the same date or dates as the Regular Record Date for the Revenue Bonds (as defined in the Revenue Bond Indenture); and the Company shall not have any right to extend any interest payment periods for the Bonds as contemplated in Sections 301(e) and 312 of the Indenture;

f)  

the Corporate Trust Office of the Trustee in New York, New York shall be the office or agency of the Company at which the principal of and any premium and interest on the Bonds at Maturity shall be payable, at which registration of transfers and exchanges of the Bonds may be effected and at which notices and demands to or upon the Company in respect of the Bonds and the Indenture may be served; and the Trustee will initially be the Security Registrar and the Paying Agent for the Bonds; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent; each installment of interest on a Bond shall be payable as provided in Exhibit A hereto;

g)  

(i) The Bonds shall be redeemed in whole or in part at the times and redemption prices and in the amounts that the Revenue Bonds are to be redeemed at the option of the Company pursuant to Section 9.01(a) of the Revenue Bond Indenture, except to the extent that no such redemption of the Revenue Bonds occurs as contemplated by Section 9.04(c) of the Revenue Bond Indenture; and no notice of any such redemption of the Bonds shall be required to be given;

h)  

inapplicable;

i)  

the Bonds shall be issued in denominations of $1,000 and any integral multiple of $1,000 in excess thereof;

j)  

inapplicable;

k)  

inapplicable;

l)  

inapplicable;

m)  

inapplicable;

n)  

inapplicable;

o)  

reference is hereby made to the provisions of Supplemental Indenture No. 9 for certain covenants of the Company for the benefit of the Holders of the Bonds, in addition to those set forth in Article Seven of the Indenture;

p)  

inapplicable;

q)  

the only obligations or instruments that shall be considered Eligible Obligations in respect of the Bonds shall be Government Obligations; and the provisions of Section 801 of the Indenture as supplemented by Section 104 of Supplemental Indenture No. 9 shall apply to the Bonds;

r)  

inapplicable;

s)  

inapplicable;

t)  

the Bonds shall not be transferable, except to a successor trustee under the Revenue Bond Indenture; no service charge shall be made for the registration of transfer or exchange of the Bonds; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer;

u)  

inapplicable;

v)  

the Bonds are Benefitted Securities under Section 707 of the Indenture; and

w)  

except as otherwise determined by the proper officers of the Company and communicated to the Trustee in a Company Order or as established in one or more Officer’s Certificates supplemental to this Officer’s Certificate, the Bonds shall be substantially in the form of Bond attached hereto as Exhibit A, which form is hereby authorized and approved, and shall have such further terms as are set forth in such form.