Execution
        Version


THIRD
      AMENDMENT


TO


CREDIT
      AND SECURITY AGREEMENT








THIS
      THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of March 15, 2006
      (this “ *Amendment* ”),
      is
      entered into by and among PPL RECEIVABLES CORPORATION (“ *Borrower* ”),
      PPL
      Electric Utilities Corporation (“ *PPL
      Electric* ”),
      Variable Funding Capital Company, LLC (successor to Blue Ridge Asset Funding
      Corporation) (“ *VFCC* ”),
      and
      Wachovia Bank, National Association (together with its successors and assigns,
      the “ *Agent* ”).
      Capitalized terms used and not otherwise defined herein are used as defined
      in
      the Agreement (as defined below and amended hereby).




WHEREAS,
      the Borrower, PPL Electric, VFCC and the Agent are parties to that certain
      Credit and Security Agreement, dated as of August 1, 2004 (as amended,
      supplemented or otherwise modified from time to time, the " Agreement ");




WHEREAS,
      the parties to the Agreement wish to amend the Agreement in certain respects
      as
      hereinafter described;




NOW
      THEREFORE, in consideration of the premises and the other mutual covenants
      contained herein, the parties hereto agree as follows:




SECTION
      1.  Amendment .
      Clause
      (ii) of Section 9.1(i) of the Agreement is hereby amended and restated in its
      entirety to read as follows:




“(ii)  the
      three-month rolling average Default Ratio shall exceed 2.50%;”




SECTION
      2. Reference
      to and Effect on the Agreement and the Related Documents .
      Upon
      the effectiveness of this Amendment, (i) each of the Borrower and PPL Electric
      hereby reaffirms all representations and warranties made by it in the Agreement
      and agrees that all such representations and warranties shall be deemed to
      have
      been remade as of the effective date of this Amendment, (ii) each of the
      Borrower and PPL Electric hereby represents and warrants that no Amortization
      Event or Unmatured Amortization Event shall have occurred and be continuing
      and
      (iii) each reference in the Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be, and any references
      to the Agreement in any other document, instrument or agreement executed and/or
      delivered in connection with the Agreement shall mean and be, a reference to
      the
      Agreement as amended hereby.




SECTION
      3. Effect .
      Upon
      the execution and delivery of counterparts of this Amendment by each of the
      parties hereto, this Amendment shall be effective as of February 28, 2006.
      Except as otherwise amended by this Amendment, the Agreement shall continue
      in
      full force and effect and is hereby ratified and confirmed.




SECTION
      4. Governing
      Law .
      This
      Amendment will be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to the conflicts of laws principles
      thereof (other than Section 5-1401 of the New York General Obligations
      Law).




SECTION
      5. Severability .
      Each
      provision of this Amendment shall be severable from every other provision of
      this Amendment for the purpose of determining the legal enforceability of any
      provision hereof, and the unenforceability of one or more provisions of this
      Amendment in one jurisdiction shall not have the effect of rendering such
      provision or provisions unenforceable in any other jurisdiction.




SECTION
      6. Counterparts .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument. Delivery of an executed counterpart of a signature page by
      facsimile shall be effective as delivery of a manually executed counterpart
      of
      this Amendment.







[remainder
      of page intentionally left blank]








IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
      respective officers thereunto duly authorized, as of the date first above
      written.








PPL
      RECEIVABLES CORPORATION








By:
      __________________________


Name:
      ________________________


Title: _________________________








PPL
      ELECTRIC UTILITIES CORPORATION





By:
      __________________________


Name:
      ________________________


Title:
      _________________________







VARIABLE
      FUNDING CAPITAL COMPANY, LLC


By:  Wachovia
      Capital Markets, LLC,


as
      Attorney-In-Fact








By:
      __________________________


Name:________________________


Title:_________________________








WACHOVIA
      BANK,


NATIONAL
      ASSOCIATION,


as
      a
      Liquidity Bank and as Agent





By:__________________________


Name:________________________


Title:_________________________