AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT

This AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this “ Amendment ”), dated as of August 5, 2008, is between PPL ELECTRIC UTILITIES CORPORATION (“ PPL Electric ”), as Originator (the “ Originator ”), and PPL RECEIVABLES CORPORATION (“ PPL Receivables ”), as Buyer (the “ Buyer ”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.

WHEREAS, the Originator and the Buyer are parties to that certain Receivables Sale Agreement, dated as of August 1, 2004 (as amended, supplemented and otherwise modified from time to time and as may be further amended, supplemented and otherwise modified from time to time, the “ Agreement ”);

WHEREAS, in connection with this Amendment, the Originator will execute and deliver an amended and restated Subordinated Note, dated as of the date hereof (the “ Amended and Restated Subordinated Note ”); and

WHEREAS, the parties hereto desire to amend the Agreement as herein set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.   Amendments to the Agreement .  The Agreement is hereby amended as follows:

1.1   Each reference in the Agreement to the Credit and Security Agreement or the Credit Agreement shall be deemed to be a reference to that certain Credit and Security Agreement, dated as of August 5, 2008. among PPL Receivables, PPL Electric, Victory Receivables Corporation (“ Victory ”), the Liquidity Banks (as defined therein) from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“ BTMU ”), as Agent (the “ BTMU Credit and Security Agreement) .

1.2   Each reference in the Agreement to Blue Ridge Asset Funding Corporation, Blue Ridge, Variable Funding Capital Company LLC or VFCC, as the case may be, and any words of similar effect in reference to such Person, is replaced with, and shall be deemed to be, a reference to Victory.

1.3   Each reference in the Agreement to Wachovia Bank, National Association or Wachovia, in its individual capacity or as Agent, as the case may be, and any words of similar effect in reference to Wachovia in either such capacity, is replaced with, and shall be deemed to be, a reference to BTMU in its individual capacity or as Agent, as applicable.

1.4   The Amended and Restated Subordinated Note amends and restates the existing Subordinated Note in its entirety, and each reference in the Agreement to the Subordinated Note shall be deemed to be a reference to the Amended and Restated Subordinated Note.

1.5   Section 2.1(l) is hereby amended