<PAGE>
                                                          Exhibit 10(c)














                               CREDIT AGREEMENT

                                    among


                     PENNSYLVANIA POWER & LIGHT COMPANY,


                                THE LENDERS,


                                    and


                    THE FIRST NATIONAL BANK OF CHICAGO,
                         Individually and as Agent


                        Dated as of March 14, 1996



<PAGE>
                                  TABLE OF CONTENTS



ARTICLE I.   DEFINITIONS ................................................   1


ARTICLE II.   THE CREDITS ...............................................   8

	2.1.   Commitment .................................................   8
	2.2.   Required Payments; Termination .............................   9
	2.3.   Ratable Loans ..............................................   9
	2.4.   Types of Advances ..........................................   9
	2.5.   Minimum Amount of Each Advance .............................   9
	2.6.   Optional Principal Payments ................................   9
	2.7.   Method of Selecting Types and Interest Periods for 
             Initial Advances ...........................................   9
	2.8.   Conversion and Continuation of Advances ....................  10
	2.9.   Application of Interest Rates, etc. ........................  10
	2.10.  Rates Applicable After Default .............................  11
	2.11.  Method of Payment ..........................................  11
	2.12.  Telephonic Notices .........................................  11
	2.13.  Interest Payment Dates; Interest Basis .....................  12
	2.14   Notification of Advances, Interest Rates, Prepayments 
             and Commitment Reductions ..................................  12
	2.15.  Lending Installations ......................................  12
	2.16.  Non-Receipt of Funds by the Agent ..........................  13
	2.17.  Withholding Tax Exemption ..................................  13


ARTICLE III.   CHANGE IN CIRCUMSTANCES ..................................  14

	3.1.   Yield Protection ...........................................  14
	3.2.   Changes in Capital Adequacy Regulations ....................  14
	3.3.   Availability of Types of Advances ..........................  15
	3.4.   Funding Indemnification ....................................  15
	3.5.   Lender Statements; Survival of Indemnity ...................  15


ARTICLE IV.   CONDITIONS PRECEDENT ......................................  16



ARTICLE V.   REPRESENTATIONS AND WARRANTIES .............................  17

	5.1.   Corporate Status ...........................................  17
	5.2.   Authority; No Conflict .....................................  17
	5.3.   Legality, Etc. .............................................  17
	5.4.   Financial Statements .......................................  18
	5.5.   Litigation .................................................  18
	5.6.   No Violation ...............................................  18
	5.7.   ERISA ......................................................  18
	5.8.   Consents ...................................................  18
	5.9.   Subsidiaries ...............................................  18
	5.10.  Limitation Event ...........................................  19
	5.11.  Investment Company Act .....................................  19
	5.12.  Public Utility Holding Company Act .........................  19


ARTICLE VI.   COVENANTS .................................................  19

	6.1.   Financial Statements .......................................  19
	6.2.   Mergers ....................................................  20


ARTICLE VII.   DEFAULTS .................................................  20

	7.1.   Representations, Etc. ......................................  20
	7.2.   Principal and Interest .....................................  20
	7.3.   Defaults Under Other Agreements.............................  20
	7.4.   Bankruptcy, Etc. ...........................................  21
	7.5.   Other Covenants ............................................  21


ARTICLE VIII.   AMENDMENTS; PRESERVATION OF RIGHTS ......................  22

	8.1.   Amendments .................................................  22
	8.2.   Preservation of Rights .....................................  23


ARTICLE IX.   GENERAL PROVISIONS ........................................  23

	9.1.   Survival of Representations ................................  23
	9.2.   Governmental Regulation ....................................  23
	9.3.   Taxes ......................................................  23
	9.4.   Headings ...................................................  23
	9.5.   Entire Agreement ...........................................  24
	9.6.   Several Obligations; Benefits of this Agreement ............  24
	9.7.   Expenses; Indemnification ..................................  24
	9.8.   Numbers of Documents .......................................  24
	9.9.   Accounting .................................................  24
	9.10.  Severability of Provisions .................................  25
	9.11.  Nonliability of Lenders ....................................  25
	9.12.  Choice of Law ..............................................  25
	9.13.  Consent to Jurisdiction ....................................  25
	9.14.  Waiver of Jury Trial........................................  26
	9.15.  Confidentiality ............................................  26


ARTICLE X.   THE AGENT ..................................................  26

	10.1.  Appointment ................................................  26
	10.2.  Powers .....................................................  26
	10.3.  General Immunity ...........................................  26
	10.4.  No Responsibility for Loans, Recitals, etc. ................  26
	10.5.  Action on Instructions of Lenders ..........................  27
	10.6.  Employment of Agents and Counsel ...........................  27
	10.7.  Reliance on Documents; Counsel .............................  27
	10.8.  Agent's Reimbursement and Indemnification ..................  27
	10.9.  Rights as a Lender .........................................  28
	10.10. Lender Credit Decision .....................................  28
	10.11. Successor Agent ............................................  28
	10.12. Agent's Fee ................................................  29


ARTICLE XI.   SETOFF; RATABLE PAYMENTS ..................................  29

	11.1.  Setoff .....................................................  29
	11.2.  Ratable Payments ...........................................  29


ARTICLE XII.   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ........  30

	12.1.  Successors and Assigns .....................................  30
	12.2.  Participations..............................................  30
	       12.2.1.  Permitted Participants; Effect ....................  30
	       12.2.2.  Voting Rights .....................................  31
	       12.2.3.  Benefit of Setoff .................................  31
	12.3.  Assignments ................................................  31
	       12.3.1.  Permitted Assignments .............................  31
	       12.3.2.  Effect; Effective Date ............................  31
	12.4.  Dissemination of Information ...............................  32
	12.5.  Tax Treatment ..............................................  32


ARTICLE XIII.   NOTICES .................................................  33

	13.1.  Giving Notice ..............................................  33
	13.2.  Change of Address ..........................................  33


ARTICLE XIV.   COUNTERPARTS .............................................  33



	EXHIBITS

EXHIBIT "A"  -  Note ....................................................  38
EXHIBIT "B"  -  Form of Opinion .........................................  40
EXHIBIT "C"  -  Officer' Certificate ...................................  42
EXHIBIT "D"  -  Assignment Agreement ....................................  43
EXHIBIT "E"  -  Loan/credit Related Money Transfer Instruction ..........  54

	


<PAGE>
                      PENNSYLVANIA POWER & LIGHT COMPANY
                            TERM CREDIT AGREEMENT

	This Agreement, dated as of March 14, 1996, is among Pennsylvania Power 
& Light Company, the Lenders and The First National Bank of Chicago, as Agent. 
 The parties hereto agree as follows:



                                   ARTICLE I

                                  DEFINITIONS

	As used in this Agreement:

	"Advance" means, with respect to the Borrowing, a portion of the 
Borrowing accruing interest at a certain set or designated Rate Option and, in 
the case of a Eurodollar Advance, for a certain set or designated Interest 
Period.

	"Affiliate" of any Person means any other Person directly or indirectly 
controlling, controlled by or under common control with such Person.  A Person 
shall be deemed to control another Person if the controlling Person owns 10% 
or more of any class of voting securities (or other ownership interests) of 
the controlled Person or possesses, directly or indirectly, the power to 
direct or cause the direction of the management or policies of the controlled 
Person, whether through ownership of stock, by contract or otherwise.

	"Agent" means The First National Bank of Chicago in its capacity as 
agent for the Lenders pursuant to Article X, and not in its individual 
capacity as a Lender, and any successor Agent appointed pursuant to Article X.

	"Aggregate Commitment" means the aggregate of the Commitments of all the 
Lenders, as reduced from time to time pursuant to the terms hereof.

	"Agreement" means this term credit agreement, as it may be amended or 
modified and in effect from time to time.

	"Alternate Base Rate" means, for any day, a rate of interest per annum 
equal to the higher of (i) the Corporate Base Rate for such day or (ii) the 
sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

	"Applicable Margin" means:

	(I)   from the date of this Agreement through the third anniversary 
thereof (a) at all times that the Borrower's First Mortgage Bond 
ratings are at Level I, .35%; (b) at all times that the Borrower's 
First Mortgage Bond ratings are at Level II, .40%; (c) at all 
times that the Borrower's First Mortgage Bond ratings are at Level 
III, .45%; (d) at all times that the Borrower's First Mortgage 
Bond ratings are at Level IV, .55%; and (e) at all times that the 
Borrower's First Mortgage Bond ratings are at Level V, .80%; and

	(II)  after the third anniversary of the date of this Agreement (a) at 
all times that the Borrower's First Mortgage Bond ratings are at 
Level I, .45%; (b) at all times that the Borrower's First Mortgage 
Bond ratings are at Level II, .50%; (c) at all times that the 
Borrower's First Mortgage Bond ratings are at Level III, .55%; (d) 
at all times that the Borrower's First Mortgage Bond ratings are 
at Level IV, .65%; and (e) at all times that the Borrower's First 
Mortgage Bond ratings are at Level V, .90%.

Each change in the Applicable Margin resulting from a change in the rating of 
the Borrower's First Mortgage Bonds by either rating agency shall take effect 
at the time such change in such rating is publicly announced by the relevant 
rating agency.  At all times when either the Borrower has no First Mortgage 
Bonds or the Borrower's First Mortgage Bonds  are not rated, the Borrower 
shall be deemed to be at Level V.

	"Article" means an article of this Agreement unless another document is 
specifically referenced.

	"Authorized Officer" means any of the Senior Vice President-Financial, 
Vice President-Finance, or Treasurer of the Borrower or any other Person 
designated in writing by the Treasurer of the Borrower, acting singly.

	"Borrower" means Pennsylvania Power & Light Company, a Pennsylvania 
corporation, and its permitted successors and assigns.

	"Borrowing" means the single borrowing made pursuant to Section 2.1 of 
this Agreement, consisting of the aggregate of the several extensions of 
credit provided by the Lenders, which borrowing bears interest at the 
Eurodollar Rate or the Floating Rate, or a combination thereof, as selected by 
the Borrower pursuant to Sections 2.7 and 2.8.

	"Borrowing Date" means the date on which the Borrowing is made 
hereunder.

	"Borrowing Notice" is defined in Section 2.7.

	"Business Day" means (i) with respect to any borrowing, payment or rate 
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on 
which banks generally are open in Chicago and New York for the conduct of 
substantially all of their commercial lending activities and on which dealings 
in United States dollars are carried on in the London interbank market and 
(ii) for all other purposes, a day (other than a Saturday or Sunday) on which 
banks generally are open in Chicago for the conduct of substantially all of 
their commercial lending activities.

	"Code" means the Internal Revenue Code of 1986, as amended, reformed or 
otherwise modified from time to time.

	"Commitment" means, for each Lender, the obligation of such Lender to 
make Loans not exceeding the amount set forth opposite its signature below or 
as set forth in any Notice of Assignment relating to any assignment that has 
become effective pursuant to Section 12.3.2, as such amount may be modified 
from time to time pursuant to the terms hereof.

	"Conversion/Continuation Notice" is defined in Section 2.8.

	"Corporate Base Rate" means a rate per annum equal to the corporate base 
rate of interest announced by First Chicago from time to time, changing when 
and as said corporate base rate changes.

	"Default" means an event described in Article VII.

	"Disclosure Documents" means, collectively, the Borrower's (i) Annual 
Report to the SEC on Form 10-K for the year 1994; (ii) Quarterly Reports to 
the SEC on Form 10-Q for the quarterly periods ended March 31, 1995, June 30, 
1995, and September 30, 1995; (iii) Periodic Reports filed subsequent to the 
Borrower's Annual Report described in clause (i) above but prior to the the 
date of this Agreement; and (iv) if available to the Agent and the Lenders 
prior to the date of this Agreement, Annual Report to the SEC on Form 10-K for 
the year 1995.

	"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time, and any rule or regulation issued thereunder.

	"Eurodollar Advance" means an Advance which bears interest at a 
Eurodollar Rate.

	"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for 
the relevant Interest Period, the rate determined by the Agent to be the 
arithmetic average of the rates reported to the Agent by each Reference Bank 
as the rate at which deposits in U.S. dollars are offered by such Reference 
Bank to first-class banks in the London interbank market at approximately 
11 a.m. (London time) two Business Days prior to the first day of such 
Interest Period, in the approximate amount of such Reference Bank's relevant 
Eurodollar Loan and having a maturity approximately equal to such Interest 
Period.  If any Reference Bank fails to provide such quotation to the Agent, 
then the Agent shall determine the Eurodollar Base Rate on the basis of the 
quotations of the remaining Reference Bank(s).

	"Eurodollar Loan" means a Loan which bears interest at a Eurodollar 
Rate.

	"Eurodollar Rate" means, with respect to a Eurodollar Advance for the 
relevant Interest Period, a rate per annum equal to the sum of (i) the 
quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, 
divided by (b) one minus the Reserve Requirement (expressed as a decimal) 
applicable to such Interest Period, if any, plus (ii) the Applicable Margin.  
The Eurodollar Rate shall be rounded to the next higher multiple of 1/16 of 1% 
if the rate is not such a multiple.  

	"Facility Termination Date" means March 14, 2001.

	"Federal Funds Effective Rate" means, for any day, an interest rate per 
annum equal to the weighted average of the rates on overnight Federal funds 
transactions with members of the Federal Reserve System arranged by Federal 
funds brokers on such day, as published for such day (or, if such day is not a 
Business Day, for the immediately preceding Business Day) by the Federal 
Reserve Bank of New York, or, if such rate is not so published for any day 
which is a Business Day, the average of the quotations at approximately 10 
a.m. (Chicago time) on such day on such transactions received by the Agent 
from three Federal funds brokers of recognized standing selected by the Agent 
in its sole discretion.

	"First Chicago" means The First National Bank of Chicago in its 
individual capacity, and its successors.

	"Floating Rate" means, for any day, a rate per annum equal to the 
Alternate Base Rate for such day, changing when and as the Alternate Base Rate 
changes.

	"Floating Rate Advance" means an Advance which bears interest at the 
Floating Rate.

	"Floating Rate Loan" means a Loan which bears interest at the Floating 
Rate.

	"Interest Period" means, with respect to a Eurodollar Advance, a period 
of one, two, three, or six months commencing on a Business Day selected by the 
Borrower pursuant to this Agreement.  Such Interest Period shall end on (but 
exclude) the day which corresponds numerically to such date one, two, three, 
or six months thereafter, provided, however, that if there is no such 
numerically corresponding day in such next, second, third, or sixth succeeding 
month, such Interest Period shall end on the last Business Day of such next, 
second, third, or sixth succeeding month.  If an Interest Period would 
otherwise end on a day which is not a Business Day, such Interest Period shall 
end on the next succeeding Business Day, provided, however, that if said next 
succeeding Business Day falls in a new calendar month, such Interest Period 
shall end on the immediately preceding Business Day.

	"Lenders" means the lending institutions listed on the signature pages 
of this Agreement and their respective successors and assigns.

	"Lending Installation" means, with respect to a Lender or the Agent, any 
office, branch, subsidiary or affiliate of such Lender or the Agent.

	"Letter of Credit" of a Person means a letter of credit or similar 
instrument which is issued upon the application of such Person or upon which 
such Person is an account party or for which such Person is in any way liable.

	"Level" means any of Level I, Level II, Level III, Level IV, or Level V.

	"Level I" means, with respect to the Borrower's First Mortgage Bonds, a 
rating equal to or better than A- from S&P or A3 from Moody's.

	"Level II" means, with respect to the Borrower's First Mortgage Bonds, a 
rating equal to or better than BBB+ from S&P or Baa1 from Moody's but less 
than a rating that would place the Borrower at Level I.

	"Level III" means, with respect to the Borrower's First Mortgage Bonds, 
a rating equal to or better than BBB from S&P or Baa2 from Moody's but less 
than a rating that would place the Borrower at Level I or Level II.

	"Level IV" means, with respect to the Borrower's First Mortgage Bonds, a 
rating equal to or better than BBB- from S&P or Baa3 from Moody's but less 
than a rating that would place the Borrower at Level I, Level II or Level III.

	"Level V" means, with respect to the Borrower's First Mortgage Bonds, a 
rating equal to or lower than BB+ from S&P and Ba1 from Moody's.

	"Limitation Event" shall mean and include each of the following:

	     (1)   A nuclear incident (as that term is defined in 42 U.S.C. 
Section 2014 or any similar statute enacted in its place) involving or 
connected in any way with any facility of the Borrower utilizing nuclear 
fuel or any portion thereof shall have occurred, which nuclear incident 
may give rise to an aggregate liability, or to damage, destruction or 
personal injury, in excess of $50,000,000; or

	     (2)   Any facility of the Borrower utilizing nuclear fuel cannot be 
(in the good faith determination of the Borrower) used by the Borrower 
for a period of 12 months because (i) a necessary license or other 
necessary public authorization, order, consent or approval cannot be 
obtained or is revoked, withheld or suspended, (ii) the utilization of 
such license, authorization, order, consent or approval is made subject 
to specified conditions which cannot be met, (iii) an injunction has 
been entered enjoining the operation or materially impairing the use of 
such facility or (iv) such facility has suffered substantial damage 
(including, without limitation, contamination); or

	     (3)   There shall have occurred a loss of the title to, ownership 
of, or use and possession of, any facility of the Borrower utilizing 
nuclear fuel, or any substantial portion of such facility, as the result 
of, or in anticipation of, the exercise of any right of condemnation or 
eminent domain pursuant to any law, general or special, or by reason of 
the temporary or permanent requisition of such facility by any 
governmental authority (civil or military).

	"Loan" means, with respect to an individual Lender, the portion of an 
Advance to be provided by such Lender, calculated by multiplying the amount of 
such Advance by a percentage representing the ratio such Lender's Commitment 
bears to the Aggregate Commitment.

	"Loan Documents" means this Agreement and the Notes.

	"Moody's" means Moody's Investors Service, Inc., or any successor 
thereto.

	"Note" means a promissory note, in substantially the form of Exhibit "A" 
hereto, duly executed by the Borrower and payable to the order of a Lender in 
the amount of its Commitment, including any amendment, modification, renewal 
or replacement of such promissory note.

	"Notice of Assignment" is defined in Section 12.3.2.

	"Obligations" means all unpaid principal of and accrued and unpaid 
interest on the Notes, all accrued and unpaid fees and all expenses, 
reimbursements, indemnities and other obligations of the Borrower to the 
Lenders or to any Lender, the Agent or any indemnified party hereunder arising 
under the Loan Documents.

	"Officer's Certificate" means a certificate, in substantially the form 
of Exhibit "C" hereto, duly executed by the Treasurer or another principal 
financial officer of the Borrower.

	"Participants" is defined in Section 12.2.1.

	"Payment Date" means the last day of each March, June, September and 
December.

	"Person" means any natural person, corporation, firm, joint venture, 
partnership, association, enterprise, trust or other entity or organization, 
or any government or political subdivision or any agency, department or 
instrumentality thereof.

	"Property" of a Person means any and all property, whether real, 
personal, tangible, intangible, or mixed, of such Person, or other assets 
owned, leased or operated by such Person.

	"Purchasers" is defined in Section 12.3.1.

	"Rate Option" means the Eurodollar Rate or the Floating Rate.

	"Reference Banks" means First Chicago, Credit Suisse, and The Bank of 
New York.

	"Regulation D" means Regulation D of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor 
thereto or other regulation or official interpretation of said Board of 
Governors relating to reserve requirements applicable to member banks of the 
Federal Reserve System.

	"Required Lenders" means Lenders in the aggregate having at least 66_% 
of the Aggregate Commitment or, if the Aggregate Commitment has been 
terminated, Lenders in the aggregate holding at least 66_% of the aggregate 
unpaid principal amount of the outstanding Advances.

	"Reset Date" means the effective date of a conversion or continuation of 
an Advance pursuant to Section 2.8, which shall be the effective date that a 
Rate Option and, with respect to a Eurodollar Advance, Interest Period of an 
Advance are set or designated under this Agreement.

	"Reserve Requirement" means, with respect to an Interest Period, the 
maximum aggregate reserve requirement (including all basic, supplemental, 
marginal and other reserves) which is imposed under Regulation D on 
Eurocurrency liabilities (as defined therein).

	"S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill, 
Inc., or any successor thereto.

	"SEC" means the Securities and Exchange Commission.

	"Section" means a numbered section of this Agreement, unless another 
document is specifically referenced.

	"Subsidiary" of a Person means (i) any corporation more than 50% of the 
outstanding securities having ordinary voting power of which shall at the time 
be owned or controlled, directly or indirectly, by such Person or by one or 
more of its Subsidiaries or by such Person and one or more of its 
Subsidiaries, or (ii) any partnership, association, joint venture or similar 
business organization more than 50% of the ownership interests having ordinary 
voting power of which shall at the time be so owned or controlled.  Unless 
otherwise expressly provided, all references herein to a "Subsidiary" shall 
mean a Subsidiary of the Borrower.

	"Transferee" is defined in Section 12.4.

	"Type" means, with respect to any Advance, its nature as a Floating Rate 
Advance or a Eurodollar Advance.  

	"Unmatured Default" means an event which but for the lapse of time or 
the giving of notice, or both, would constitute a Default.

	"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of 
the outstanding voting securities of which shall at the time be owned or 
controlled, directly or indirectly, by such Person or one or more Wholly-Owned 
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned 
Subsidiaries of such Person, or (ii) any partnership, association, joint 
venture or similar business organization 100% of the ownership interests 
having ordinary voting power of which shall at the time be so owned or 
controlled.

	The foregoing definitions shall be equally applicable to both the 
singular and plural forms of the defined terms.



                                    ARTICLE II

                                   THE CREDITS


	2.1.   Commitment.  Each Lender severally agrees, on the terms and 
conditions set forth in this Agreement, to make extensions of credit to the 
Borrower on the Borrowing Date in the form of loans in amounts not to exceed 
in the aggregate the amount of its Commitment.  Upon the making of the initial 
Advances comprising the Borrowing hereunder and at all times thereafter, the 
Commitment of each Lender shall automatically reduce to the amount of Loans by 
such Lender then outstanding.  The Borrower will use the proceeds of the 
Borrowing to refinance the principal and related call premium on the 
Borrower's $40,000,000 principal amount of 8.125% First Mortgage Bonds due 
June 1999 and $75,000,000 principal amount of 7.625% First Mortgage Bonds due 
2002 and to pay expenses related to such refinancing.  The Commitments to lend 
hereunder shall expire on the Facility Termination Date.  Principal payments 
made hereunder may not be reborrowed.

	2.2.   Required Payments; Termination.  Any outstanding Advances and all 
other unpaid Obligations shall be paid in full by the Borrower on the Facility 
Termination Date.  

	2.3.   Ratable Loans.  Each Advance hereunder shall consist of Loans 
made from the several Lenders ratably in proportion to the ratio that their 
respective Commitments bear to the Aggregate Commitment.

	2.4.   Types of Advances.  The Advances may be Floating Rate Advances,  
Eurodollar Advances, or a combination thereof, selected by the Borrower in 
accordance with Sections 2.7 and 2.8.

	2.5.   Minimum Amount of Each Advance.  Each Advance shall be in the 
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess 
thereof), provided, however, that any Floating Rate Advance may be in the 
amount of the unutilized Aggregate Commitment.

	2.6.   Optional Principal Payments.  The Borrower may from time to time 
pay, without penalty or premium, all outstanding Floating Rate Advances, or, 
in a minimum aggregate amount of $5,000,000 or any integral multiple of 
$1,000,000 in excess thereof, any portion of the outstanding Floating Rate 
Advances upon one Business Day's prior notice to the Agent.  The Borrower may 
from time to time pay all outstanding Eurodollar Advances, or, in a minimum 
aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in 
excess thereof, any portion of the outstanding Eurodollar Advances upon three 
Business Days' prior notice to the Agent, subject to Section 3.4.

	2.7.   Method of Selecting Types and Interest Periods for Initial 
Advances.  The Borrower shall select the Rate Option and, in the case of each 
Eurodollar Advance, the Interest Period applicable on the Borrowing Date to 
each initial Advance.  The Borrower shall give the Agent irrevocable notice (a 
"Borrowing Notice") not later than 10:00 a.m. (Chicago time) at least one 
Business Day before the Borrowing Date for each Floating Rate Advance and 
three Business Days before the Borrowing Date for each Eurodollar Advance, 
specifying:

	(i)     the Borrowing Date, which shall be a Business Day,

	(ii)    the aggregate amount of such Advance,

	(iii)   the Rate Option selected for such Advance, and

	(iv)    in the case of each Eurodollar Advance, the Interest Period 
applicable thereto.

Not later than noon (Chicago time) on the Borrowing Date, each Lender shall 
make available its Loan or Loans, in funds immediately available in Chicago to 
the Agent at its address specified pursuant to Article XIII.  The Agent will 
make the funds so received from the Lenders available to the Borrower at the 
Agent's aforesaid address.

	2.8.   Conversion and Continuation of Advances.  Floating Rate Advances 
shall continue as Floating Rate Advances unless and until such Floating Rate 
Advances are converted into Eurodollar Advances.  Each Eurodollar Advance 
shall continue as a Eurodollar Advance until the end of the then applicable 
Interest Period therefor, at which time such Eurodollar Advance shall be 
automatically converted into a Floating Rate Advance unless the Borrower shall 
have given the Agent a Conversion/Continuation Notice requesting that, at the 
end of such Interest Period, such Eurodollar Advance either continue as a 
Eurodollar Advance for the same or another Interest Period or be converted 
into a Floating Rate Advance.  Subject to the terms of Section 2.5, the 
Borrower may elect from time to time to convert all or any part of an Advance 
of any Type into any other Type (or, if more than one, Types) of Advances; 
provided that any conversion of any Eurodollar Advance shall be made on, and 
only on, the last day of the Interest Period applicable thereto.  The Borrower 
shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") 
of each conversion of an Advance or continuation of a Eurodollar Advance not 
later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of 
a conversion into a Floating Rate Advance, or three Business Days, in the case 
of a conversion into or continuation of a Eurodollar Advance, prior to the 
requested Reset Date, specifying:

	(i)     the Reset Date for such existing Advance, which shall be a 
Business Day;

	(ii)    the aggregate amount of and Rate Option for the Advance which is 
to be converted or continued; and

	(iii)   the amount(s) of new Advance(s) and Rate Option(s) into which 
such existing Advance is to be converted or continued and, in 
the case of a conversion into or continuation of a Eurodollar 
Advance, the duration of the Interest Period applicable thereto.

	2.9.   Application of Interest Rates, etc. Each Floating Rate Advance 
shall bear interest on the outstanding principal amount thereof, for each day 
from and including the date such Advance is made or is converted from a 
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.8 to but 
excluding the date it becomes due or is converted into a Eurodollar Advance 
pursuant to Section 2.8 hereof, at a rate per annum equal to the Floating Rate 
for such day.  Changes in the rate of interest on that portion of any Advance 
maintained as a Floating Rate Advance will take effect simultaneously with 
each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear 
interest from and including the first day of the Interest Period applicable 
thereto to (but not including) the last day of such Interest Period at the 
interest rate determined as applicable to such Eurodollar Advance.  No 
Interest Period may end after the Facility Termination Date.

	2.10.   Rates Applicable After Default.  Notwithstanding anything to the 
contrary contained in Section 2.7 or 2.8, during the continuance of a Default 
or Unmatured Default the Required Lenders may, at their option, by notice to 
the Borrower (which notice may be revoked at the option of the Required 
Lenders notwithstanding any provision of Section 8.2 requiring unanimous 
consent of the Lenders to changes in interest rates), declare that no Advance 
may be made as, converted into or continued as a Eurodollar Advance.  During 
the continuance of a Default the Required Lenders may, at their option, by 
notice to the Borrower (which notice may be revoked at the option of the 
Required Lenders notwithstanding any provision of Section 8.2 requiring 
unanimous consent of the Lenders to changes in interest rates), declare that 
(i) each Eurodollar Advance shall bear interest for the remainder of the 
applicable Interest Period at the rate otherwise applicable to such Interest 
Period plus 2% per annum and (ii) each Floating Rate Advance shall bear 
interest at a rate per annum equal to the Floating Rate otherwise applicable 
to the Floating Rate Advance plus 2% per annum.  

	2.11.   Method of Payment.  All payments of the Obligations hereunder 
shall be made, without setoff, deduction, or counterclaim, in immediately 
available funds to the Agent at the Agent's address specified pursuant to 
Article XIII, or at any other Lending Installation of the Agent specified in 
writing by the Agent to the Borrower, by noon (local time) on the date when 
due and shall be applied ratably by the Agent among the Lenders.  Each payment 
delivered to the Agent for the account of any Lender shall be delivered 
promptly by the Agent to such Lender in the same type of funds that the Agent 
received at its address specified pursuant to Article XIII or at any Lending 
Installation specified in a notice received by the Agent from such Lender.  
The Agent is hereby authorized to charge the account of the Borrower 
maintained with First Chicago for each payment of principal, interest and fees 
as it becomes due hereunder.

	2.12.   Telephonic Notices.  The Borrower hereby authorizes the Lenders 
and the Agent to extend, convert or continue Advances, effect selections of 
Types of Advances and Rate Options and to transfer funds based on telephonic 
notices made by any Authorized Officer.  The Borrower agrees to deliver 
promptly to the Agent a written confirmation, if such confirmation is 
requested by the Agent or any Lender, of each telephonic notice signed by an 
Authorized Officer.  If the written confirmation differs in any material 
respect from the action taken by the Agent and the Lenders, the records of the 
Agent and the Lenders shall govern absent manifest error.

	2.13.   Interest Payment Dates; Interest Basis.  Interest accrued on 
each Floating Rate Advance shall be payable on each Payment Date, commencing 
with the first such date to occur after the date hereof, on any date on which 
the Floating Rate Advance is prepaid, whether due to acceleration or 
otherwise, and at maturity.  Interest accrued on that portion of the 
outstanding principal amount of any Floating Rate Advance converted into a 
Eurodollar Advance on a day other than a Payment Date shall be payable on the 
date of conversion.  Interest accrued on each Eurodollar Advance shall be 
payable on the last day of its applicable Interest Period, on any date on 
which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, 
and at maturity.  Interest accrued on each Eurodollar Advance having an 
Interest Period longer than three months shall also be payable on the last day 
of each three-month interval during such Interest Period.  Interest on 
Floating Rate Advances shall be calculated for actual days elapsed on the 
basis of a 365- or 366-day year, as appropriate.  Interest on Eurodollar 
Advances shall be calculated for actual days elapsed on the basis of a 360-day 
year.  Interest shall be payable for the day an Advance is made but not for 
the day of any payment on the amount paid if payment is received prior to noon 
(local time) at the place of payment.  If any payment of principal of or 
interest on an Advance shall become due on a day which is not a Business Day, 
such payment shall be made on the next succeeding Business Day and, in the 
case of a principal payment, such extension of time shall be included in 
computing interest in connection with such payment.

	2.14.   Notification of Advances, Interest Rates, Prepayments and 
Commitment Reductions.  Promptly after receipt thereof, the Agent will notify 
each Lender of the contents of each Borrowing Notice, Conversion/Continuation 
Notice, and repayment notice received by it hereunder.  The Agent will notify 
each Lender of the interest rate applicable to each Eurodollar Advance 
promptly upon determination of such interest rate and will give each Lender 
prompt notice of each change in the Alternate Base Rate.  Each Reference Bank 
agrees to furnish timely information for the purpose of determining the 
Eurodollar Rate.

	2.15.   Lending Installations.  Each Lender may book its Loans at any 
Lending Installation selected by such Lender and may change the Lending 
Installation at which it books its Loans from time to time.  All terms of this 
Agreement shall apply to any such Lending Installation and the Notes shall be 
deemed held by each Lender for the benefit of such Lending Installation.  Each 
Lender may, by written or telex notice to the Agent and the Borrower, 
designate a Lending Installation through which Loans will be made by it and 
for whose account Loan payments are to be made.  Each Lender shall use its 
best efforts to minimize any additional cost (if any) to the Borrower as a 
result of a change of Lending Installation (including, if appropriate, a 
return to a prior Lending Installation at such time as the circumstances 
giving rise to a change of Lending Installation are no longer in effect), but 
no Lender shall be required to take or omit to take any action which action or 
omission would be economically or legally disadvantageous to such Lender.

	2.16.   Non-Receipt of Funds by the Agent.  Unless the Borrower or a 
Lender, as the case may be, notifies the Agent prior to the date on which it 
is scheduled to make payment to the Agent of (i) in the case of a Lender, the 
proceeds of a Loan or (ii) in the case of the Borrower, a payment of 
principal, interest or fees to the Agent for the account of the Lenders, that 
it does not intend to make such payment, the Agent may assume that such 
payment has been made.  The Agent may, but shall not be obligated to, make the 
amount of such payment available to the intended recipient in reliance upon 
such assumption.  If such Lender or the Borrower, as the case may be, has not 
in fact made such payment to the Agent, the recipient of such payment shall, 
on demand by the Agent, repay to the Agent the amount so made available 
together with interest thereon in respect of each day during the period 
commencing on the date such amount was so made available by the Agent until 
the date the Agent recovers such amount at a rate per annum equal to (i) in 
the case of payment by a Lender, the Federal Funds Effective Rate for such day 
or (ii) in the case of payment by the Borrower, the interest rate applicable 
to the relevant Loan.

	2.17.   Withholding Tax Exemption. At least five Business Days prior to 
the first date on which interest or fees are payable hereunder for the account 
of any Lender, each Lender that is not incorporated under the laws of the 
United States of America, or a state thereof, agrees that it will deliver to 
each of the Borrower and the Agent two duly completed copies of United States 
Internal Revenue Service Form 1001 or 4224, certifying in either case that 
such Lender is entitled to receive payments under this Agreement and the Notes 
without deduction or withholding of any United States federal income taxes.  
Each Lender which so delivers a Form 1001 or 4224 further undertakes to 
deliver to each of the Borrower and the Agent two additional copies of such 
form (or a successor form) on or before the date that such form expires 
(currently, three successive calendar years for Form 1001 and one calendar 
year for Form 4224) or becomes obsolete or after the occurrence of any event 
requiring a change in the most recent forms so delivered by it, and such 
amendments thereto or extensions or renewals thereof as may be reasonably 
requested by the Borrower or the Agent, in each case certifying that such 
Lender is entitled to receive payments under this Agreement and the Notes 
without deduction or withholding of any United States federal income taxes, 
unless an event (including without limitation any change in treaty, law or 
regulation) has occurred prior to the date on which any such delivery would 
otherwise be required which renders all such forms inapplicable or which would 
prevent such Lender from duly completing and delivering any such form with 
respect to it and such Lender advises the Borrower and the Agent that it is 
not capable of receiving payments without any deduction or withholding of 
United States federal income tax.  Any such Lender that fails to provide 
appropriate forms or other documents to the Borrower and the Agent in 
accordance with this Section 2.17 agrees to indemnify the Borrower and the 
Agent in full for any costs, fines, penalties, or other liabilities imposed on 
either the Borrower or the Agent, or both, for any failure to withhold taxes.



                                   ARTICLE III

                             CHANGE IN CIRCUMSTANCES


	3.1.   Yield Protection.  If any change after the date of this Agreement 
in any law or any governmental or quasi-governmental rule, regulation, policy, 
guideline or directive (whether or not having the force of law), or any 
interpretation thereof, or the compliance of any Lender therewith,

	(i)    subjects any Lender or any applicable Lending Installation to any 
tax, duty, charge or withholding on or from payments due from 
the Borrower (excluding taxation of the overall net income of 
any Lender or applicable Lending Installation), or changes the 
basis of taxation of payments to any Lender in respect of its 
Loans or other amounts due it hereunder, or 

	(ii)    imposes or increases or deems applicable any reserve, 
assessment, insurance charge, special deposit or similar 
requirement against assets of, deposits with or for the account 
of, or credit extended by, any Lender or any applicable Lending 
Installation (other than reserves and assessments taken into 
account in determining interest rates applicable to Eurodollar 
Advances), or

	(iii)   imposes any other condition the result of which is to increase 
the cost to any Lender or any applicable Lending Installation of 
making, funding or maintaining loans or reduces any amount 
receivable by any Lender or any applicable Lending Installation 
in connection with loans, or requires any Lender or any 
applicable Lending Installation to make any payment calculated 
by reference to the amount of loans held or interest received by 
it, by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such 
Lender that portion of such increased expense incurred or reduction in an 
amount received which such Lender determines is attributable to making, 
funding and maintaining its Loans and its Commitment.

	3.2.   Changes in Capital Adequacy Regulations.  If a Lender determines 
the amount of capital required or expected to be maintained by such Lender, 
any Lending Installation of such Lender or any corporation controlling such 
Lender is increased as a result of a Change, then, within 15 days of demand by 
such Lender, the Borrower shall pay such Lender the amount necessary to 
compensate for any shortfall in the rate of return on the portion of such 
increased capital which such Lender determines is attributable to this 
Agreement, its Loans or its obligation to make Loans hereunder (after taking 
into account such Lender's policies as to capital adequacy).  "Change" means 
(i) any change after the date of this Agreement in the Risk-Based Capital 
Guidelines or (ii) any adoption of or change in any other law, governmental or 
quasi-governmental rule, regulation, policy, guideline, interpretation, or 
directive (whether or not having the force of law) after the date of this 
Agreement which affects the amount of capital required or expected to be 
maintained by any Lender or any Lending Installation or any corporation 
controlling any Lender.  "Risk-Based Capital Guidelines" means (i) the risk-
based capital guidelines in effect in the United States on the date of this 
Agreement, including transition rules, and (ii) the corresponding capital 
regulations promulgated by regulatory authorities outside the United States 
implementing the July 1988 report of the Basle Committee on Banking Regulation 
and Supervisory Practices Entitled "International Convergence of Capital 
Measurements and Capital Standards," including transition rules, and any 
amendments to such regulations adopted prior to the date of this Agreement.

	3.3.   Availability of Types of Advances.  If any Lender determines that 
maintenance of its Eurodollar Loans at a suitable Lending Installation would 
violate any applicable law, rule, regulation, or directive, whether or not 
having the force of law, or if the Required Lenders determine that (i) 
deposits of a type and maturity appropriate to match fund Eurodollar Advances 
are not available or (ii) the interest rate applicable to a Type of Advance 
does not accurately reflect the cost of making or maintaining such Advance, 
then the Agent shall suspend the availability of the affected Type of Advance 
and require any Eurodollar Advances to be converted to Floating Rate Advances.

	3.4.   Funding Indemnification.  If any payment of a Eurodollar Advance 
occurs on a date which is not the last day of the applicable Interest Period, 
whether because of acceleration, prepayment or otherwise, or a Eurodollar 
Advance is not made on the date specified by the Borrower for any reason other 
than default by one or more of the Lenders, the Borrower will indemnify each 
Lender for any loss or cost incurred by it resulting therefrom, including, 
without limitation, any loss or cost in liquidating or employing deposits 
acquired to fund or maintain such Eurodollar Advance.

	3.5.   Lender Statements; Survival of Indemnity. To the extent 
reasonably possible, each Lender shall designate an alternate Lending 
Installation with respect to its Eurodollar Loans to reduce any liability of 
the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the 
unavailability of a Type of Advance under Section 3.3, so long as such 
designation is not disadvantageous to such Lender.  Each Lender shall deliver 
to the Borrower and the Agent a written statement of such Lender as to the 
amount due, if any, under Sections 3.1, 3.2 or 3.4.  Such written statement 
shall set forth in reasonable detail the calculations upon which such Lender 
determined such amount and shall be final, conclusive and binding on the 
Borrower in the absence of manifest error.  Determination of amounts payable 
under such Sections in connection with a Eurodollar Loan shall be calculated 
as though each Lender funded its Eurodollar Loan through the purchase of a 
deposit of the type and maturity corresponding to the deposit used as a 
reference in determining the Eurodollar Rate applicable to such Loan, whether 
in fact that is the case or not.  Unless otherwise provided herein, the amount 
specified in the written statement shall be payable on demand after receipt by 
the Borrower of the written statement.  The obligations of the Borrower under 
Sections 3.1, 3.2 and 3.4 shall survive payment of the Obligations and 
termination of this Agreement.



                                     ARTICLE IV

                               CONDITIONS PRECEDENT


	The Lenders shall not be required to fund the Borrowing hereunder unless 
the Borrower has furnished to the Agent with sufficient copies for the 
Lenders:

	4.1.    Copies of the articles of incorporation of the Borrower, 
together with all amendments, and a certificate of good 
standing, both certified by the appropriate governmental officer 
in its jurisdiction of incorporation.

	4.2.    Copies, certified by the Secretary or an Assistant Secretary of 
the Borrower, of its by-laws and of its Board of Directors' 
resolutions (and resolutions of other bodies, if any are deemed 
necessary by counsel for any Lender) authorizing the execution 
of the Loan Documents.

	4.3.    An incumbency certificate, executed by the Secretary or an 
Assistant Secretary of the Borrower, which shall identify by 
name and title and bear the signature of the officers of the 
Borrower authorized to sign the Loan Documents and to select 
Rate Options and Types of Advances hereunder, upon which 
certificate the Agent and the Lenders shall be entitled to rely 
until informed of any change in writing by the Borrower.

	4.4.    A certificate, signed by the chief financial officer of the 
Borrower, stating that on the Borrowing Date the representations 
and warranties contained in Article V are true and correct and 
no Default or Unmatured Default has occurred and is continuing.

	4.5.    A written opinion of the Borrower's counsel, addressed to the 
Lenders in substantially the form of Exhibit "B" hereto.

	4.6.   Notes payable to the order of each of the Lenders.

	4.7.    Written money transfer instructions, in substantially the form 
of Exhibit "E" hereto, addressed to the Agent and signed by an 
Authorized Officer, together with such other related money 
transfer authorizations as the Agent may have reasonably 
requested.

	4.8.    Payment in full of all amounts due upon the execution of this 
Agreement.

	4.9.    Such other documents as any Lender or its counsel may have 
reasonably requested.



                                      ARTICLE V

                           REPRESENTATIONS AND WARRANTIES


	In order to induce the Lenders to enter into this Agreement and to make 
the Loans provided for herein, the Borrower makes the following 
representations and warranties to the Lenders:

	5.1.   Corporate Status.  The Borrower is duly incorporated, validly 
existing and in good standing under the laws of the Commonwealth of 
Pennsylvania, and has the corporate power to make and perform this Agreement 
and the Notes and to borrow hereunder.

	5.2.   Authority; No Conflict.  The making and performance by the 
Borrower of this Agreement, and the Notes to be executed and delivered by it 
as contemplated by this Agreement, have been duly authorized by all necessary 
corporate action and do not and will not violate any provision of law or 
regulation, or any decree, order, writ or judgment, or any provision of its 
charter or by-laws, or result in the breach of or constitute a default under 
any indenture or other agreement or instrument to which it is a part.

	5.3.   Legality, Etc. This Agreement constitutes and, when delivered, 
the Notes will constitute legal, valid and binding obligations of the Borrower 
enforceable in accordance with their respective terms except to the extent 
limited by bankruptcy, insolvency or reorganization laws or by other laws 
relating to or affecting the enforceability of creditors' rights generally and 
by general equitable principles which may limit the right to obtain equitable 
remedies.

	5.4.   Financial Statements.  The financial statements of the Borrower 
for the year ended as at December 31, 1994 furnished to the Lenders, fairly 
present the financial position of the Borrower at December 31, 1994 and the 
results of its operations for the year then ended.  Since that date there has 
been no adverse change in the business, assets, financial condition or 
operations of the Borrower which would materially and adversely affect the 
ability of the Borrower to perform any of its obligations hereunder or under 
the Notes.

	5.5.   Litigation.  Except as disclosed in or contemplated by the 
Disclosure Documents furnished to the Lenders, no litigation, arbitration or 
administrative proceeding is pending or, to the knowledge of the Borrower, 
threatened, which, if determined adversely to the Borrower, would materially 
and adversely affect the ability of the Borrower to perform any of its 
obligations under this Agreement or the Notes.  There is no litigation, 
arbitration or administrative proceeding pending or, to the knowledge of the 
Borrower, threatened which questions the validity of this Agreement or the 
Notes.

	5.6.   No Violation.  No part of the proceeds of the Borrowing will be 
used, directly or indirectly, by the Borrower for the purpose of purchasing or 
carrying any "margin stock" within the meaning of Regulation U of the Board of 
Governors of the Federal Reserve System, or for any other purpose which 
violates, or which conflicts with, the provisions of Regulations G, U or X of 
said Board of Governors.  The Borrower is not engaged principally, or as one 
of its important activities, in the business of extending credit for the 
purpose of purchasing or carrying any such "margin stock".

	5.7.   ERISA.  The issuance of the Notes hereunder will not cause the 
Borrower to be engaged in a "prohibited transaction," as such term is defined 
in Section 4975 of the Internal Revenue Code and there have not been any 
"reportable events," as that term is defined in Section 4043 of ERISA, which 
would result in a material liability to the Borrower.

	5.8.   Consents.  No authorization, consent or approval from 
governmental bodies or regulatory authorities is required for the making and 
performance of this Agreement by the Borrower and the execution and delivery 
of the Notes issued or proposed to be issued by the Borrower hereunder, except 
such authorizations, consents and approvals (including the approval of the 
Pennsylvania Public Utility Commission) as have been obtained prior to the 
making of any Loans and are in full force and effect at the time of the making 
of each Loan.

	5.9.   Subsidiaries.  The assets of all Subsidiaries of the Borrower do 
not comprise in the aggregate more than 20% of the total consolidated assets 
of the Borrower.

	5.10.   Limitation Event.  No Limitation Event has occurred with respect 
to the business, operation or condition (financial or otherwise) of the 
Borrower which materially and adversely affects the ability of the Borrower to 
perform any of its obligations hereunder or under the Notes.

	5.11.   Investment Company Act.  Neither the Borrower nor any Subsidiary 
thereof is an "investment company" or a company "controlled" by an "investment 
company", within the meaning of the Investment Company Act of 1940, as 
amended.

	5.12.   Public Utility Holding Company Act.  The Borrower is an "exempt 
holding company" within the meaning of the Act by virtue of Section 3(a)(2) 
thereof.  Such exemption is in full force and effect.


                                  ARTICLE VI

                                   COVENANTS


	While this Agreement is in effect and until the Aggregate Commitment has 
been terminated and all Obligations hereunder and under the Notes shall have 
been paid in full, the Borrower agrees that:

	6.1.   Financial Statements.  It will furnish to each Lender:

	     (a)   within 120 days after the end of each of its fiscal years an 
auditors' report, including a balance sheet as at the close of such 
fiscal year and statements of income, shareowners' common equity and 
cash flows for such year, prepared in conformity with generally accepted 
accounting principles, with an opinion expressed by Price Waterhouse LLP 
or other independent auditors of recognized standing selected by the 
Borrower;

	     (b)   within 60 days after the end of each of the first three 
quarters in each of the Borrower's fiscal years, a balance sheet as at 
the close of such quarterly period and statements of income, 
shareowners' common equity and cash flows for such quarterly period, 
prepared in conformity with generally accepted accounting principles;

	     (c)   within 120 days after the end of each of its fiscal years, a 
copy of the Borrower's Form 10-K Report to the SEC and within 60 days 
after the end of the first three quarters in each of the Borrower's 
fiscal years, a copy of the Borrower's Form 10-Q Report to the SEC; 
provided, that the Borrower's obligations under this Section 6.1(c) may 
be satisfied by delivery of Forms 10-K and Forms 10-Q of a holding 
company of the Borrower, so long as such statements set forth separate 
information for the Borrower and its consolidated Subsidiaries;

	     (d)   from time to time, with reasonable promptness, such further 
information regarding the Borrower's business affairs and financial 
condition as such Lender may reasonably request; and

	     (e)   upon acquiring knowledge of the existence of an Unmatured 
Default or Default, the Borrower will promptly deliver to each Lender a 
certificate of a financial officer of the Borrower specifying:  (i) the 
nature of such Unmatured Default or Default, (ii) the period of the 
existence thereof, and (iii) the actions that the Borrower proposes to 
take with respect thereto.

	The financial statements required to be furnished pursuant to clauses 
(a) and (b) above shall be accompanied by an Officer's Certificate.

	6.2.   Mergers.  It will not merge or consolidate (other than a merger 
or consolidation under which the Borrower is the surviving corporation) with 
any Person or, except in the ordinary course of its business, dispose of all 
or substantially all of its assets.



                                 ARTICLE VII

                                   DEFAULTS


	Upon the occurrence of any of the following events (each a "Default"):

	7.1.   Representations, Etc. Any certificate furnished by the Borrower 
to the Lenders pursuant hereto shall prove to have been incorrect in any 
material respect or any of the representations and warranties made by the 
Borrower herein or in connection herewith shall prove to have been incorrect 
in any material respect when made; or

	7.2.   Principal and Interest.  The Borrower shall fail to make any 
payment of principal on any Note when due or the Borrower shall fail to make 
any payment of interest on any Note or any other payment payable by the 
Borrower hereunder within 10 days of the due date thereof; or

	7.3.   Defaults Under Other Agreements. The Borrower shall default in 
the payment of the principal of or interest on any obligation (other than 
hereunder) for borrowed money beyond any period of grace provided with respect 
thereto and the aggregate amount of any such default or defaults shall exceed 
$10,000,000 during the term of this Agreement; or the Borrower shall default 
in the performance or observance of any other agreement, term or condition 
contained therein or in any other agreement or indenture pursuant to which any 
such obligation is created or by which it is secured for such period of time 
as would cause, or permit the holder or holders of such obligations (or a 
trustee or other Person on behalf of such holder or holders) to cause, such 
obligation to become due prior to its stated maturity or a portion thereof to 
be prepaid (other than by a regularly scheduled required prepayment) prior to 
such stated maturity and the aggregate amount of such obligation or 
obligations shall exceed $10,000,000 during the term of this Agreement; or

	7.4.   Bankruptcy, Etc. The Borrower shall commence a voluntary case 
concerning itself under Title 11 of the United States Code entitled 
"Bankruptcy" as now or hereafter in effect or any successor thereto (the 
"Bankruptcy Code"); or an involuntary case is commenced against the Borrower 
or such case is controverted but is not dismissed within 60 days after the 
commencement of the case; or the Borrower is not generally paying its debts as 
they become due; or a custodian (as defined in the Bankruptcy Code) is 
appointed for, or takes charge of, all or substantially all of the property of 
the Borrower or the Borrower commences any other proceedings under any 
reorganization, arrangement, readjustment of debt, relief of debtors, 
dissolution, insolvency or liquidation or similar laws of any jurisdiction 
whether now or hereafter in effect relating to the Borrower or there is 
commenced against the Borrower any such proceeding which remains undismissed 
for a period of 60 days or the Borrower is adjudicated insolvent or bankrupt; 
or the Borrower fails to controvert in a timely manner any such case under the 
Bankruptcy Code or any such proceeding, or any order of relief or other order 
approving any such case or proceeding is entered; or the Borrower by any act 
or failure to act indicates its consent to, approval of or acquiescence in any 
such case or proceeding or in the appointment of any custodian or the like for 
its or any substantial part of its property or suffers any such appointment to 
continue undischarged or unstayed for a period of 60 days; or the Borrower 
makes a general assignment for the benefit of creditors; or any corporate 
action is taken by the Borrower for the purpose of effecting any of the 
foregoing; or

	7.5.   Other Covenants.  Either (a) the Borrower shall fail to perform 
its obligations under Section 6.1(e) and any such failure shall remain 
unremedied for a period of 30 days, or (b) the Borrower shall fail to perform 
or observe any other term, covenant or agreement contained in this Agreement 
on its part to be performed or observed and any such failure shall remain 
unremedied for a period of 30 days after written notice thereof shall have 
been received by the Borrower from the Agent or the Required Lenders;

then, and in any such event, and at any time thereafter, if any Default shall 
then be continuing, either or both of the following actions may be taken:  (i) 
the Agent, at the direction of the Required Lenders, shall by written notice 
to the Borrower, declare the principal of and accrued interest in respect of 
all of the Notes to be, whereupon the same and all other amounts due hereunder 
shall become, forthwith due and payable without presentment, demand, protest 
or other notice of any kind, all of which are hereby expressly waived by the 
Borrower, anything contained herein or in the Notes to the contrary 
notwithstanding, and (ii) the Agent, at the direction of the Required Lenders, 
shall by written notice to the Borrower, declare the Aggregate Commitment 
terminated, whereupon the Commitment of each Lender and the obligation of each 
Lender to make its Loans hereunder shall terminate immediately; provided that 
if an Event of Default described in Section 7.4 shall occur, the result which 
would otherwise occur only upon the giving of written notice by the Agent to 
the Borrower as specified in clauses (i) and (ii) above shall occur 
automatically without the giving of any such notice and without any 
instruction by the Required Lenders to give such notice.  If, within 14 days 
after acceleration of the maturity of the Obligations or termination of the 
obligations of the Lenders to make Loans hereunder as a result of any Default 
(other than any Default as described in Section 7.4) and before any judgment 
or decree for the payment of the Obligations due shall have been obtained or 
entered, the Required Lenders (in their sole discretion) shall so direct, the 
Agent shall, by notice to the Borrower, rescind and annul such acceleration 
and/or termination.



                                    ARTICLE VIII

                         AMENDMENTS; PRESERVATION OF RIGHTS


	8.1.   Amendments.  Subject to the provisions of this Article VIII, the 
Required Lenders (or the Agent with the consent in writing of the Required 
Lenders) and the Borrower may enter into agreements supplemental hereto for 
the purpose of adding or modifying any provisions to the Loan Documents or 
changing in any manner the rights of the Lenders or the Borrower hereunder or 
waiving any Default hereunder; provided, however, that no such supplemental 
agreement shall, without the consent of each Lender affected thereby:

	(i)     Extend the maturity of any Loan or Note or forgive all or any 
portion of the principal amount thereof, or reduce the rate or 
extend the time of payment of interest or fees thereon.

	(ii)    Reduce the percentage specified in the definition of Required 
Lenders.

	(iii)   Reduce the amount or extend the payment date for the mandatory 
payments required under Section 2.2, or increase the amount of 
the Commitment of any Lender hereunder, or permit the Borrower 
to assign its rights under this Agreement.

	(iv)   Amend this Section 8.1.

No amendment of any provision of this Agreement relating to the Agent shall be 
effective without the written consent of the Agent.  The Agent may waive 
payment of the fee required under Section 12.3.2 without obtaining the consent 
of any other party to this Agreement.

	8.2.   Preservation of Rights.  No delay or omission of the Lenders or 
the Agent to exercise any right under the Loan Documents shall impair such 
right or be construed to be a waiver of any Default or an acquiescence 
therein, and the making of a Loan notwithstanding the existence of a Default 
or the inability of the Borrower to satisfy the conditions precedent to such 
Loan shall not constitute any waiver or acquiescence.  Any single or partial 
exercise of any such right shall not preclude other or further exercise 
thereof or the exercise of any other right, and no waiver, amendment or other 
variation of the terms, conditions or provisions of the Loan Documents 
whatsoever shall be valid unless in writing signed by the Lenders required 
pursuant to Section 8.1, and then only to the extent in such writing 
specifically set forth.  All remedies contained in the Loan Documents or by 
law afforded shall be cumulative and all shall be available to the Agent and 
the Lenders until the Obligations have been paid in full.



                                  ARTICLE IX

                             GENERAL PROVISIONS


	9.1.   Survival of Representations.  All representations and warranties 
of the Borrower contained in this Agreement shall survive delivery of the 
Notes and the making of the Loans herein contemplated.

	9.2.   Governmental Regulation.  Anything contained in this Agreement to 
the contrary notwithstanding, no Lender shall be obligated to extend credit to 
the Borrower in violation of any limitation or prohibition provided by any 
applicable statute or regulation.

	9.3.   Taxes.  Any taxes (excluding income taxes on the overall net 
income of any Lender) or other similar assessments or charges made by any 
governmental or revenue authority in respect of the Loan Documents shall be 
paid by the Borrower, together with interest and penalties, if any.

	9.4.   Headings.  Section headings in the Loan Documents are for 
convenience of reference only, and shall not govern the interpretation of any 
of the provisions of the Loan Documents.

	9.5.   Entire Agreement.  The Loan Documents embody the entire agreement 
and understanding among the Borrower, the Agent and the Lenders and supersede 
all prior agreements and understandings among the Borrower, the Agent and the 
Lenders relating to the subject matter thereof.

	9.6.   Several Obligations; Benefits of this Agreement.  The respective 
obligations of the Lenders hereunder are several and not joint and no Lender 
shall be the partner or agent of any other (except to the extent to which the 
Agent is authorized to act as such).  The failure of any Lender to perform any 
of its obligations hereunder shall not relieve any other Lender from any of 
its obligations hereunder.  This Agreement shall not be construed so as to 
confer any right or benefit upon any Person other than the parties to this 
Agreement and their respective successors and assigns.

	9.7.   Expenses; Indemnification.  The Borrower shall reimburse the 
Agent for any costs, internal charges and out-of-pocket expenses (including 
reasonable attorneys' fees and time charges of attorneys for the Agent, which 
attorneys may be employees of the Agent) paid or incurred by the Agent in 
connection with the preparation, negotiation, execution, delivery, review, 
amendment, modification, and administration of the Loan Documents, subject to 
the terms of that certain letter agreement between the Agent and the Borrower 
dated October 27, 1995.  The Borrower also agrees to reimburse the Agent and 
the Lenders for any costs, internal charges and out-of-pocket expenses 
(including reasonable attorneys' fees and time charges of attorneys for the 
Agent and the Lenders, which attorneys may be employees of the Agent or the 
Lenders) paid or incurred by the Agent or any Lender in connection with the 
collection and enforcement of the Loan Documents.  The Borrower further agrees 
to indemnify the Agent and each Lender, its directors, officers and employees 
against all losses, claims, damages, penalties, judgments, liabilities and 
expenses (including, without limitation, all expenses of litigation or 
preparation therefor whether or not the Agent or any Lender is a party 
thereto) which any of them may pay or incur arising out of or relating to this 
Agreement, the other Loan Documents, the transactions contemplated hereby or 
the direct or indirect application or proposed application of the proceeds of 
any Loan hereunder provided that such indemnification shall not extend to 
disputes among the Agent and the Lenders.  The obligations of the Borrower 
under this Section shall survive the termination of this Agreement.

	9.8.   Numbers of Documents.  All statements, notices, closing 
documents, and requests hereunder shall be furnished to the Agent with 
sufficient counterparts so that the Agent may furnish one to each of the 
Lenders.

	9.9.   Accounting.  Except as provided to the contrary herein, all 
accounting terms used herein shall be interpreted and all accounting 
determinations hereunder shall be made in accordance with generally accepted 
accounting principles, except that any determination which is to be made on a 
consolidated basis shall be made for the Borrower and all its Subsidiaries, 
including those Subsidiaries, if any, which are unconsolidated on the 
Borrower's audited financial statements.

	9.10.   Severability of Provisions.  Any provision in any Loan Document 
that is held to be inoperative, unenforceable, or invalid in any jurisdiction 
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid 
without affecting the remaining provisions in that jurisdiction or the 
operation, enforceability, or validity of that provision in any other 
jurisdiction, and to this end the provisions of all Loan Documents are 
declared to be severable.

	9.11.   Nonliability of Lenders.  The relationship between the Borrower 
and the Lenders and the Agent shall be solely that of borrower and lender.  
Neither the Agent nor any Lender shall have any fiduciary responsibilities to 
the Borrower.  Neither the Agent nor any Lender undertakes any responsibility 
to the Borrower to review or inform the Borrower of any matter in connection 
with any phase of the Borrower's business or operations.

	9.12.   CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING 
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE 
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF 
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

	9.13.   CONSENT TO JURISDICTION.  EACH OF THE BORROWER, THE AGENT, AND 
EACH LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY UNITED 
STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR 
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND HEREBY 
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY 
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION 
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR 
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT 
FORUM.  IN THE EVENT THAT ANY SUCH UNITED STATES FEDERAL OR ILLINOIS STATE 
COURT SITTING IN CHICAGO DOES NOT ACCEPT SUCH JURISDICTION, NOTHING HEREIN 
SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST THE 
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY 
THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR 
ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING 
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY 
IN A COURT IN CHICAGO, ILLINOIS.

	9.14.   WAIVER OF JURY TRIAL.  THE BORROWER, THE AGENT AND EACH LENDER 
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR 
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN 
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE 
RELATIONSHIP ESTABLISHED THEREUNDER.

	9.15.   Confidentiality.  Each Lender agrees to hold any confidential 
information which it may receive from the Borrower pursuant to this Agreement 
in confidence, except for disclosure (i) to other Lenders and their respective 
Affiliates, (ii) to legal counsel, accountants, and other professional 
advisors to that Lender or to a Transferee, (iii) to regulatory officials, 
(iv) to any Person as required by law, regulation, or legal process, (v) to 
any Person in connection with any legal proceeding to which that Lender is a 
party, and (vi) permitted by Section 12.4.



                                   ARTICLE X

                                   THE AGENT


	10.1.   Appointment.  The First National Bank of Chicago is hereby 
appointed Agent hereunder and under each other Loan Document, and each of the 
Lenders irrevocably authorizes the Agent to act as the agent of such Lender.  
The Agent agrees to act as such upon the express conditions contained in this 
Article X.  The Agent shall not have a fiduciary relationship in respect of 
the Borrower or any Lender by reason of this Agreement.

	10.2.   Powers.  The Agent shall have and may exercise such powers under 
the Loan Documents as are specifically delegated to the Agent by the terms of 
each thereof, together with such powers as are reasonably incidental thereto. 
 The Agent shall have no implied duties to the Lenders, or any obligation to 
the Lenders to take any action thereunder except any action specifically 
provided by the Loan Documents to be taken by the Agent.

	10.3.   General Immunity.  Neither the Agent nor any of its directors, 
officers, agents or employees shall be liable to the Borrower, the Lenders or 
any Lender for any action taken or omitted to be taken by it or them hereunder 
or under any other Loan Document or in connection herewith or therewith except 
for its or their own gross negligence or willful misconduct.

	10.4.   No Responsibility for Loans, Recitals, etc.  Neither the Agent 
nor any of its directors, officers, agents or employees shall be responsible 
for or have any duty to ascertain, inquire into, or verify (i) any statement, 
warranty or representation made in connection with any Loan Document or any 
borrowing hereunder; (ii) the performance or observance of any of the 
covenants or agreements of any obligor under any Loan Document, including, 
without limitation, any agreement by an obligor to furnish information 
directly to each Lender; (iii) the satisfaction of any condition specified in 
Article IV, except receipt of items required to be delivered to the Agent; 
(iv) the validity, effectiveness or genuineness of any Loan Document or any 
other instrument or writing furnished in connection therewith; or (v) the 
value, sufficiency, creation, perfection or priority of any interest in any 
collateral security.  The Agent shall have no duty to disclose to the Lenders 
information that is not required to be furnished by the Borrower to the Agent 
at such time, but is voluntarily furnished by the Borrower to the Agent 
(either in its capacity as Agent or in its individual capacity).

	10.5.   Action on Instructions of Lenders.  The Agent shall in all cases 
be fully protected in acting, or in refraining from acting, hereunder and 
under any other Loan Document in accordance with written instructions signed 
by the Required Lenders, and such instructions and any action taken or failure 
to act pursuant thereto shall be binding on all of the Lenders and on all 
holders of Notes.  The Agent shall be fully justified in failing or refusing 
to take any action hereunder and under any other Loan Document unless it shall 
first be indemnified to its satisfaction by the Lenders pro rata against any 
and all liability, cost and expense that it may incur by reason of taking or 
continuing to take any such action.

	10.6.   Employment of Agents and Counsel.  The Agent may execute any of 
its duties as Agent hereunder and under any other Loan Document by or through 
employees, agents, and attorneys-in-fact and shall not be answerable to the 
Lenders, except as to money or securities received by it or its authorized 
agents, for the default or misconduct of any such agents or attorneys-in-fact 
selected by it with reasonable care.  The Agent shall be entitled to advice of 
counsel concerning all matters pertaining to the agency hereby created and its 
duties hereunder and under any other Loan Document.

	10.7.   Reliance on Documents; Counsel.  The Agent shall be entitled to 
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, 
statement, paper or document believed by it to be genuine and correct and to 
have been signed or sent by the proper person or persons, and, in respect to 
legal matters, upon the opinion of counsel selected by the Agent, which 
counsel may be employees of the Agent.

	10.8.   Agent's Reimbursement and Indemnification.  The Lenders agree to 
reimburse and indemnify the Agent ratably in proportion to their respective 
Commitments (i) for any amounts not reimbursed by the Borrower for which the 
Agent is entitled to reimbursement by the Borrower under the Loan Documents, 
(ii) for any other expenses incurred by the Agent on behalf of the Lenders, in 
connection with the preparation, execution, delivery, administration and 
enforcement of the Loan Documents and (iii) for any liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind and nature whatsoever which may be imposed on, 
incurred by or asserted against the Agent in any way relating to or arising 
out of the Loan Documents or any other document delivered in connection 
therewith or the transactions contemplated thereby, or the enforcement of any 
of the terms thereof or of any such other documents, provided that no Lender 
shall be liable for any of the foregoing to the extent they arise from the 
gross negligence or willful misconduct of the Agent.  The obligations of the 
Lenders under this Section 10.8 shall survive payment of the Obligations and 
termination of this Agreement.

	10.9.   Rights as a Lender.  In the event the Agent is a Lender, the 
Agent shall have the same rights and powers hereunder and under any other Loan 
Document as any Lender and may exercise the same as though it were not the 
Agent, and the term "Lender" or "Lenders" shall, at any time when the Agent is 
a Lender, unless the context otherwise indicates, include the Agent in its 
individual capacity.  The Agent may accept deposits from, lend money to, and 
generally engage in any kind of trust, debt, equity or other transaction, in 
addition to those contemplated by this Agreement or any other Loan Document, 
with the Borrower or any of its Subsidiaries in which the Borrower or such 
Subsidiary is not restricted hereby from engaging with any other Person.  The 
Agent, in its individual capacity, is not obligated to remain a Lender.

	10.10.   Lender Credit Decision.  Each Lender acknowledges that it has, 
independently and without reliance upon the Agent or any other Lender and 
based on the financial statements prepared by the Borrower and such other 
documents and information as it has deemed appropriate, made its own credit 
analysis and decision to enter into this Agreement and the other Loan 
Documents.  Each Lender also acknowledges that it will, independently and 
without reliance upon the Agent or any other Lender and based on such 
documents and information as it shall deem appropriate at the time, continue 
to make its own credit decisions in taking or not taking action under this 
Agreement and the other Loan Documents.

	10.11.   Successor Agent.  The Agent may resign at any time by giving 
written notice thereof to the Lenders and the Borrower, such resignation to be 
effective upon the appointment of a successor Agent or, if no successor Agent 
has been appointed, forty-five days after the retiring Agent gives notice of 
its intention to resign.  Upon any such resignation, the Required Lenders 
shall have the right to appoint, on behalf of the Borrower and the Lenders and 
with the consent of the Borrower (which shall not be unreasonably withheld or 
delayed), a successor Agent.  If no successor Agent shall have been so 
appointed by the Required Lenders within thirty days after the resigning 
Agent's giving notice of its intention to resign, then the resigning Agent may 
appoint, on behalf of the Borrower and the Lenders and with the consent of the 
Borrower (which shall not be unreasonably withheld or delayed), a successor 
Agent.  If the Agent has resigned and no successor Agent has been appointed, 
the Lenders may perform all the duties of the Agent hereunder and the Borrower 
shall make all payments in respect of the Obligations to the applicable Lender 
and for all other purposes shall deal directly with the Lenders.  No successor 
Agent shall be deemed to be appointed hereunder until such successor Agent has 
accepted the appointment.  Any such successor Agent shall be a commercial bank 
having capital and retained earnings of at least $50,000,000.  Upon the 
acceptance of any appointment as Agent hereunder by a successor Agent, such 
successor Agent shall thereupon succeed to and become vested with all the 
rights, powers, privileges and duties of the resigning Agent.  Upon the 
effectiveness of the resignation of the Agent, the resigning Agent shall be 
discharged from its duties and obligations hereunder and under the Loan 
Documents.  After the effectiveness of the resignation of an Agent, the 
provisions of this Article X shall continue in effect for the benefit of such 
Agent in respect of any actions taken or omitted to be taken by it while it 
was acting as the Agent hereunder and under the other Loan Documents. 

	10.12.   Agent's Fee.  The Borrower agrees to pay to the Agent, for its 
own account, the fees agreed to by the Borrower and the Agent pursuant to that 
certain letter agreement dated October 27, 1995. 



                                 ARTICLE XI

                          SETOFF; RATABLE PAYMENTS


	11.1.   Setoff.  In addition to, and without limitation of, any rights 
of the Lenders under applicable law, if the Borrower becomes insolvent, 
however evidenced, or any Default  occurs, any and all deposits (including all 
account balances, whether provisional or final and whether or not collected or 
available) and any other Indebtedness at any time held or owing by any Lender 
to or for the credit or account of the Borrower may be offset and applied 
toward the payment of the Obligations owing to such Lender, whether or not the 
Obligations, or any part hereof, shall then be due.

	11.2.   Ratable Payments.  If any Lender, whether by setoff or 
otherwise, has payment made to it upon its Loans (other than payments received 
pursuant to Sections 3.1, 3.2 or 3.4) in a greater proportion than that 
received by any other Lender, such Lender agrees, promptly upon demand, to 
purchase a portion of the Loans held by the other Lenders so that after such 
purchase each Lender will hold its ratable proportion of Loans.  If any 
Lender, whether in connection with setoff or amounts which might be subject to 
setoff or otherwise, receives collateral or other protection for its 
Obligations or such amounts which may be subject to setoff, such Lender 
agrees, promptly upon demand, to take such action necessary such that all 
Lenders share in the benefits of such collateral ratably in proportion to 
their Loans.  In case any such payment is disturbed by legal process, or 
otherwise, appropriate further adjustments shall be made.



                                ARTICLE XII

               BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


	12.1.   Successors and Assigns.  The terms and provisions of the Loan 
Documents shall be binding upon and inure to the benefit of the Borrower and 
the Lenders and their respective successors and assigns, except that (i) the 
Borrower shall not have the right to assign its rights or obligations under 
the Loan Documents and (ii) any assignment by any Lender must be made in 
compliance with Section 12.3.  Notwithstanding clause (ii) of this Section, 
any Lender may at any time, without the consent of the Borrower or the Agent, 
assign all or any portion of its rights under this Agreement and its Notes to 
a Federal Reserve Bank; provided, however, that no such assignment shall 
release the transferor Lender from its obligations hereunder.  The Agent may 
treat the payee of any Note as the owner thereof for all purposes hereof 
unless and until such payee complies with Section 12.3 in the case of an 
assignment thereof or, in the case of any other transfer, a written notice of 
the transfer is filed with the Agent.  Any assignee or transferee of a Note 
agrees by acceptance thereof to be bound by all the terms and provisions of 
the Loan Documents.  Any request, authority or consent of any Person, who at 
the time of making such request or giving such authority or consent is the 
holder of any Note, shall be conclusive and binding on any subsequent holder, 
transferee or assignee of such Note or of any Note or Notes issued in exchange 
therefor.

	12.2.   Participations.

	     12.2.1.   Permitted Participants; Effect.  Any Lender may, in the 
ordinary course of its business and in accordance with applicable law, 
at any time sell to one or more banks or other entities ("Participants") 
participating interests in any Loan owing to such Lender, any Note held 
by such Lender, any Commitment of such Lender or any other interest of 
such Lender under the Loan Documents.  In the event of any such sale by 
a Lender of participating interests to a Participant, such Lender's 
obligations under the Loan Documents shall remain unchanged, such Lender 
shall remain solely responsible to the other parties hereto for the 
performance of such obligations, such Lender shall remain the holder of 
any such Note for all purposes under the Loan Documents, all amounts 
payable by the Borrower under this Agreement shall be determined as if 
such Lender had not sold such participating interests, and the Borrower 
and the Agent shall continue to deal solely and directly with such 
Lender in connection with such Lender's rights and obligations under the 
Loan Documents.

	     12.2.2.   Voting Rights.  Each Lender shall retain the sole right 
to approve, without the consent of any Participant, any amendment, 
modification or waiver of any provision of the Loan Documents other than 
any amendment, modification or waiver with respect to any Loan or 
Commitment in which such Participant has an interest which forgives 
principal, interest or fees or reduces the interest rate or fees payable 
with respect to any such Loan or Commitment, postpones any date fixed 
for any regularly-scheduled payment of principal of, or interest or fees 
on, any such Loan or Commitment, releases any guarantor of any such Loan 
or releases any substantial portion of collateral, if any, securing any 
such Loan.

	     12.2.3.   Benefit of Setoff.  The Borrower agrees that each 
Participant shall be deemed to have the right of setoff provided in 
Section 11.1 in respect of its participating interest in amounts owing 
under the Loan Documents to the same extent as if the amount of its 
participating interest were owing directly to it as a Lender under the 
Loan Documents, provided that each Lender shall retain the right of 
setoff provided in Section 11.1 with respect to the amount of 
participating interests sold to each Participant.  The Lenders agree to 
share with each Participant, and each Participant, by exercising the 
right of setoff provided in Section 11.1, agrees to share with each 
Lender, any amount received pursuant to the exercise of its right of 
setoff, such amounts to be shared in accordance with Section 11.2 as if 
each Participant were a Lender.

	12.3.   Assignments.

	     12.3.1.   Permitted Assignments.  Any Lender may, in the ordinary 
course of its business and in accordance with applicable law, at any 
time assign to one or more banks or other entities ("Purchasers") all or 
any part of its rights and obligations under the Loan Documents, 
provided that any such assignment shall be in a minimum amount equal to 
the lesser of the assigning Lender's Commitment or $10,000,000.   Such 
assignment shall be substantially in the form of Exhibit "D" hereto or 
in such other form as may be agreed to by the parties thereto.  The 
consent of the Borrower and the Agent shall be required prior to an 
assignment becoming effective with respect to a Purchaser which is not a 
Lender or an Affiliate thereof; provided, however, that if a Default has 
occurred and is continuing, the consent of the Borrower shall not be 
required.  Such consent shall not be unreasonably withheld or delayed.

	     12.3.2.   Effect; Effective Date.  Upon (i) delivery to the Agent 
of a notice of assignment, substantially in the form attached as Exhibit 
"I" to Exhibit "D" hereto (a "Notice of Assignment"), together with any 
consents required by Section 12.3.1, and (ii) payment of a $3,500 fee to 
the Agent for processing such assignment, such assignment shall become 
effective on the effective date specified in such Notice of Assignment. 
 The Notice of Assignment shall contain a representation by the 
Purchaser to the effect that none of the consideration used to make the 
purchase of the Commitment and Loans under the applicable assignment 
agreement are "plan assets" as defined under ERISA and that the rights 
and interests of the Purchaser in and under the Loan Documents will not 
be "plan assets" under ERISA.  On and after the effective date of such 
assignment, such Purchaser shall for all purposes be a Lender party to 
this Agreement and any other Loan Document executed by the Lenders and 
shall have all the rights and obligations of a Lender under the Loan 
Documents, to the same extent as if it were an original party hereto, 
and no further consent or action by the Borrower, the Lenders or the 
Agent shall be required to release the transferor Lender with respect to 
the percentage of the Aggregate Commitment and Loans assigned to such 
Purchaser.  Upon the consummation of any assignment to a Purchaser 
pursuant to this Section 12.3.2, the transferor Lender, the Agent and 
the Borrower shall make appropriate arrangements so that replacement 
Notes are issued to such transferor Lender and new Notes or, as 
appropriate, replacement Notes, are issued to such Purchaser, in each 
case in principal amounts reflecting their Commitment, as adjusted 
pursuant to such assignment.

	12.4.   Dissemination of Information.  The Borrower authorizes each 
Lender to disclose to any Participant or Purchaser or any other Person 
acquiring an interest in the Loan Documents by operation of law (each a 
"Transferee") and any prospective Transferee any and all information in such 
Lender's possession concerning the creditworthiness of the Borrower and its 
Subsidiaries, provided that each Transferee and prospective Transferee agrees 
to be bound by Section 9.15 of this Agreement.

	12.5.   Tax Treatment.  If any interest in any Loan Document is 
transferred to any Transferee which is organized under the laws of any 
jurisdiction other than the United States or any State thereof, the transferor 
Lender shall cause such Transferee, concurrently with the effectiveness of 
such transfer, to comply with the provisions of Section 2.17.



                                 ARTICLE XIII

                                   NOTICES


	13.1.   Giving Notice.  Except as otherwise permitted by Section 2.12 
with respect to borrowing notices, all notices and other communications 
provided to any party hereto under this Agreement or any other Loan Document 
shall be in writing or by telex or by facsimile and addressed or delivered to 
such party at its address set forth below its signature hereto or at such 
other address as may be designated by such party in a notice to the other 
parties.  Any notice, if mailed and properly addressed with postage prepaid, 
shall be deemed given when received; any notice, if transmitted by telex or 
facsimile, shall be deemed given when transmitted (answerback confirmed in the 
case of telexes).

	13.2.   Change of Address.  The Borrower, the Agent and any Lender may 
each change the address for service of notice upon it by a notice in writing 
to the other parties hereto.



                                ARTICLE XIV

                                COUNTERPARTS


	This Agreement may be executed in any number of counterparts, all of 
which taken together shall constitute one agreement, and any of the parties 
hereto may execute this Agreement by signing any such counterpart.  This 
Agreement shall be effective when it has been executed by the Borrower, the 
Agent and the Lenders and each party has notified the Agent by telex or 
telephone, that it has taken such action.


<PAGE>
	IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have 
executed this Agreement as of the date first above written.


                                    PENNSYLVANIA POWER & LIGHT COMPANY

                                    By: _/s/ John R. Biggar_________________ 
                                                John R. Biggar
                                                Vice President - Finance and
                                                Treasurer

                                          Two North Ninth Street
                                          Allentown, Pennsylvania  18101-1179

                                    Attention:   Treasurer

                                    Telecopier:  (610) 774-5106


     Commitments


	$25,000,000                   THE FIRST NATIONAL BANK OF 
                                      CHICAGO, Individually and as Agent

                                    By: __/s/ Kenneth J. Bauer_______________ 
                                                Kenneth J. Bauer
                                                Authorized Agent

                                             One First National Plaza
                                             Chicago, Illinois  60670

                                    Attention:   Electric, Gas & 
                                                 Telecommunications Division

                                    Telecopier:  (312) 732-3055




<PAGE>
	$24,000,000                   CREDIT SUISSE			

                                    By: __/s/ Andrea E. Shkane_______________ 
                                    Print Name: Andrea E. Shkane_____________ 
                                    Title: Member of Senior Management_______ 

                                    By: __/s/ Thomas G. Muoio________________ 
                                    Print Name: _Thomas G. Muoio_____________ 
                                    Title: ______Associate___________________ 

                                                12 East 49th Street
                                                New York, New York 10017

                                    Attention:   Mid-Atlantic Group

                                    Telecopier:  (212)  238-5389


	$20,000,000                   MELLON BANK

                                    By: __/s/ Mary Ellen Usher_______________ 
                                                Mary Ellen Usher
                                                Vice President

                                                One Mellon Bank Center
                                                Room 4425
                                                Pittsburgh, Pennsylvania 15258

                                    Attention:  Energy and Utilities Group

                                    Telecopier: (412)  234-8888




<PAGE>
	$10,000,000                   THE BANK OF NEW YORK

                                    By:  ____/s/ Nathan S. Howard____________ 
                                    Print Name:  __Nathan S. Howard__________ 
                                    Title:  ___Vice President________________ 

                                                One Wall Street
                                                New York, New York  10286

                                    Attention:  Nathan Howard
                                                Vice President

                                    Telecopier: (212) 635-7923


	$10,000,000                   SANWA BANK

                                    By:  ____/s/ Christian Kambour___________ 
                                    Print Name:  __Christian Kambour_________ 
                                    Title:  _______Assistant Vice President__ 

                                                55 East 52nd Street
                                                New York, New York  10055

                                    Attention:  _____________________________ 

                                    Telecopier: (212) 754-1304


	$10,000,000                   TORONTO DOMINION (TEXAS), INC

                                    By:  ___/s/_Diane_Bailey_________________ 
                                    Print Name:  ____Diane_Bailey____________ 
                                    Title:  _________Vice_President__________ 

                                                909 Fannin, Suite 1700
                                                Houston, Texas  77010

                                    Attention:  Diane Bailey

                                    Telecopier: (713) 951-9921


<PAGE>
	$10,000,000                   UNION BANK OF SWITZERLAND

                                    By: _/s/_Paul_R._Morrison________________ 
                                    Print Name: __Paul_R._Morrison___________ 
                                    Title: _______Vice_President_____________ 

                                    By: __/s/_Robert_A._High_________________ 
                                    Print Name: __Robert_A._High_____________ 
                                    Title: _______Assistant_Treasurer________ 

                                                299 Park Avenue, 31st Floor
                                                New York, New York  10171-0026

                                    Attention:  Paul R. Morrison

                                    Telecopier: (212) 821-3878


	$7,000,000                    CHEMICAL BANK


                                    By:  _____/s/_Jane_Ritchie_______________ 
                                                Jane Ritchie
                                                Vice President

                                                270 Park Avenue, 10th Floor
                                                New York, New York  10017-2070

                                    Attention:  Jane Ritchie
                                                Utilities Group

                                    Telecopier: (212) 270-5007

	____________
	$116,000,000




<PAGE>
	EXHIBIT "A"

	NOTE


$_____________                                    _______________, 19____


	PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation (the 
"Borrower"), promises to pay to the order of _____________________ (the 
"Lender") the lesser of the principal sum of _____________________ Dollars or 
the aggregate unpaid principal amount of all Loans made by the Lender to the 
Borrower pursuant to Article II of the Credit Agreement (as the same may be 
amended or modified, the "Agreement") hereinafter referred to, in immediately 
available funds at the main office of The First National Bank of Chicago in 
Chicago, Illinois, as Agent, together with interest on the unpaid principal 
amount hereof at the rates and on the dates set forth in the Agreement.  The 
Borrower shall pay the principal of and accrued and unpaid interest on the 
Loans in full on the Facility Termination Date.

	The Lender shall, and is hereby authorized to, record on the schedule 
attached hereto, or to otherwise record in accordance with its usual practice, 
the date and amount of each Loan and the date and amount of each principal 
payment hereunder.

	This Note is one of the Notes issued pursuant to, and is entitled to the 
benefits of, the Credit Agreement, dated as of March 14, 1996 among the 
Borrower, The First National Bank of Chicago, individually and as Agent, and 
the lenders named therein, including the Lender, to which Agreement, as it may 
be amended from time to time, reference is hereby made for a statement of the 
terms and conditions governing this Note, including the terms and conditions 
under which this Note may be prepaid or its maturity date accelerated.  
Capitalized terms used herein and not otherwise defined herein are used with 
the meanings attributed to them in the Agreement.


                                    PENNSYLVANIA POWER & LIGHT COMPANY

                                    By: _____________________________________ 
                                    Print Name: _____________________________ 
                                    Title: __________________________________ 


<PAGE>
                 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                    TO
                 NOTE OF PENNSYLVANIA POWER & LIGHT COMPANY
                   DATED _______________________, 19____


                                                 Maturity
               Principal         Maturity        Principal
               Amount of       of Interest         Amount           Unpaid
___Date___________Loan___________Period_____________Paid____________Balance___






<PAGE>
                                 EXHIBIT "B"

                              FORM OF OPINION

                                                               March 14, 1996

The Agent and the Lenders who are parties to the
Credit Agreement described below.

Gentlemen/Ladies:

	I am Senior Counsel of Pennsylvania Power & Light Company (the 
"Borrower"), and, as such, am familiar with the steps and proceedings taken by 
the Borrower in connection with its execution and delivery of a Term Credit 
Agreement among the Borrower, The First National Bank of Chicago, individually 
and as Agent, and the Lenders named therein, providing for Advances in an 
aggregate principal amount not exceeding $116,000,000 at any one time 
outstanding and dated as of March 14, 1996 (the "Agreement").  All capitalized 
terms used in this opinion and not otherwise defined shall have the meanings 
attributed to them in the Agreement.

	I have examined the Borrower's articles of incorporation, by-laws, 
resolutions, the Loan Documents and such other matters of fact and law which I 
deem necessary in order to render this opinion.  Based upon the foregoing, it 
is my opinion that:

	l.  The Borrower is a corporation duly incorporated, validly existing 
and in good standing under the laws of its state of incorporation and has all 
requisite authority to conduct its business in each jurisdiction in which its 
business is conducted.

	2.  The execution and delivery of the Loan Documents by the Borrower and 
the performance by the Borrower of the Obligations have been duly authorized 
by all necessary corporate action and proceedings on the part of the Borrower 
and will not:

	  (a)  require any consent of the Borrower's shareholders;

	  (b)  violate any law, rule, regulation, order, writ, judgment, 
injunction, decree or award binding on the Borrower or the Borrower's 
articles of incorporation or by-laws or any indenture, instrument or 
agreement binding upon the Borrower; or

	  (c)  result in, or require, the creation or imposition of any lien 
pursuant to the provisions of any indenture, instrument or agreement 
binding upon the Borrower.

	3.  The Loan Documents have been duly executed and delivered by the 
Borrower and constitute legal, valid and binding obligations of the Borrower 
enforceable in accordance with their terms except to the extent the 
enforcement thereof may be limited by bankruptcy, insolvency or similar laws 
affecting the enforcement of creditors' rights generally and subject also to 
the availability of equitable remedies if equitable remedies are sought.

	4.  Except as set forth in the Borrower's Form 10-K Report to the 
Securities and Exchange Commission for the year ended December 31, 1994, there 
is no litigation or proceeding against the Borrower or any of its Subsidiaries 
which, if adversely determined, could reasonably be expected to have a 
material adverse effect on the financial condition of the Borrower or its 
ability to perform its obligations under the Loan Documents.

	5.  No approval, authorization, consent, adjudication or order of any 
governmental authority, which has not been obtained by the Borrower, is 
required to be obtained by the Borrower in connection with the execution and 
delivery of the Loan Documents, the borrowings under the Agreement or in 
connection with the payment by the Borrower of the Obligations.

	This opinion may be relied upon only by the Agent, the Lenders and their 
participants, assignees and other transferees.

                                    Very truly yours,

                                    Michael A. McGrail
                                    Senior Counsel


<PAGE>
                                 EXHIBIT "C"

                             OFFICER'S CERTIFICATE



To:	The Lenders parties to the
	Term Credit Agreement Described Below

	This Officer's Certificate is furnished pursuant to that certain Term 
Credit Agreement dated as of March 14, 1996 (as amended, modified, renewed or 
extended from time to time, the "Agreement") among the Borrower, the lenders 
party thereto and The First National Bank of Chicago, as Agent for the 
Lenders.  Unless otherwise defined herein, capitalized terms used in this 
Officer's Certificate have the meanings ascribed thereto in the Agreement.

	THE UNDERSIGNED HEREBY CERTIFIES THAT:

	1.  I am the duly elected _____________________ of the Borrower;

	2.  I have reviewed the terms of the Agreement and I have made, or have 
caused to be made under my supervision, a detailed review of the transactions 
and conditions of the Borrower and its Subsidiaries during the accounting 
period covered by the attached financial statements; and

	3.  The examinations described in paragraph 2 did not disclose, and I 
have no knowledge of, the existence of any condition or event which 
constitutes a Default or Unmatured Default during or at the end of the 
accounting period covered by the attached financial statements or as of the 
date of this Certificate, except as set forth below.

	Described below are the exceptions, if any, to paragraph 3 by listing, 
in detail, the nature of the condition or event, the period during which it 
has existed and the action which the Borrower has taken, is taking, or 
proposes to take with respect to each such condition or event:

	____________________________________________________________________ 
	____________________________________________________________________ 
	____________________________________________________________________ 
	____________________________________________________________________ 


	The foregoing certifications are made and delivered this ____ day of ___ 
__________, 19___.


                                             ________________________________ 



<PAGE>
                                 EXHIBIT "D"

                             ASSIGNMENT AGREEMENT

	This Assignment Agreement (this "Assignment Agreement") between _______ 
_______________ (the "Assignor") and _______________________________(the 
"Assignee") is dated as of _________, 19__.  The parties hereto agree as 
follows:

	1.  PRELIMINARY STATEMENT.  The Assignor is a party to a Credit 
Agreement (which, as it may be amended, modified, renewed or extended from 
time to time is herein called the "Credit Agreement") described in Item 1 of 
Schedule 1 attached hereto ("Schedule 1").  Capitalized terms used herein and 
not otherwise defined herein shall have the meanings attributed to them in the 
Credit Agreement.

	2.  ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to 
the Assignee, and the Assignee hereby purchases and assumes from the Assignor, 
an interest in and to the Assignor's rights and obligations under the Credit 
Agreement such that after giving effect to such assignment the Assignee shall 
have purchased pursuant to this Assignment Agreement the percentage interest 
specified in Item 3 of Schedule 1 of all outstanding rights and obligations 
under the Credit Agreement relating to the facilities listed in Item 3 of 
Schedule 1 and the other Loan Documents.  The aggregate Commitment (or Loans, 
if the applicable Commitment has been terminated) purchased by the Assignee 
hereunder is set forth in Item 4 of Schedule 1.

	3.  EFFECTIVE DATE.  The effective date of this Assignment Agreement 
(the "Effective Date") shall be the later of the date specified in Item 5 of 
Schedule 1 or two Business Days (or such shorter period agreed to by the 
Agent) after a Notice of Assignment substantially in the form of Exhibit "I" 
attached hereto has been delivered to the Agent.  Such Notice of Assignment 
must include any consents required to be delivered to the Agent by Section 
12.3.1 of the Credit Agreement.  In no event will the Effective Date occur if 
the payments required to be made by the Assignee to the Assignor on the 
Effective Date under Sections 4 and 5 hereof are not made on the proposed 
Effective Date.  The Assignor will notify the Assignee of the proposed 
Effective Date no later than the Business Day prior to the proposed Effective 
Date.  As of the Effective Date, (i) the Assignee shall have the rights and 
obligations of a Lender under the Loan Documents with respect to the rights 
and obligations assigned to the Assignee hereunder and (ii) the Assignor shall 
relinquish its rights and be released from its corresponding obligations under 
the Loan Documents with respect to the rights and obligations assigned to the 
Assignee hereunder.

	4.  PAYMENTS OBLIGATIONS.  On and after the Effective Date, the Assignee 
shall be entitled to receive from the Agent all payments of principal, 
interest and fees with respect to the interest assigned hereby.  The Assignee 
shall advance funds directly to the Agent with respect to all Loans and 
reimbursement payments made on or after the Effective Date with respect to the 
interest assigned hereby.  [In consideration for the sale and assignment of 
Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective 
Date, an amount equal to the principal amount of the portion of all Floating 
Rate Loans assigned to the Assignee hereunder and (ii) with respect to each 
Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder 
which is outstanding on the Effective Date, (a) on the last day of the 
Interest Period therefor or (b) on such earlier date agreed to by the Assignor 
and the Assignee or (c) on the date on which any such Eurodollar Loan either 
becomes due (by acceleration or otherwise) or is prepaid (the date as 
described in the foregoing clauses (a), (b) or (c) being hereinafter referred 
to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal 
to the principal amount of the portion of such Eurodollar Loan assigned to the 
Assignee which is outstanding on the Payment Date.  If the Assignor and the 
Assignee agree that the Payment Date for such Eurodollar Loan shall be the 
Effective Date, they shall agree to the interest rate applicable to the 
portion of such Loan assigned hereunder for the period from the Effective Date 
to the end of the existing Interest Period applicable to such Eurodollar Loan 
(the "Agreed Interest Rate") and any interest received by the Assignee in 
excess of the Agreed Interest Rate shall be remitted to the Assignor.  In the 
event interest for the period from the Effective Date to but not including the 
Payment Date is not paid by the Borrower with respect to any Eurodollar Loan 
sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the 
Assignor interest for such period on the portion of such Eurodollar Loan sold 
by the Assignor to the Assignee hereunder at the applicable rate provided by 
the Credit Agreement.  In the event a prepayment of any Eurodollar Loan which 
is existing on the Payment Date and assigned by the Assignor to the Assignee 
hereunder occurs after the Payment Date but before the end of the Interest 
Period applicable to such Eurodollar Loan, the Assignee shall remit to the 
Assignor the excess of the prepayment penalty paid with respect to the portion 
of such Eurodollar Loan assigned to the Assignee hereunder over the amount 
which would have been paid if such prepayment penalty was calculated based on 
the Agreed Interest Rate.  The Assignee will also promptly remit to the 
Assignor (i) any principal payments received from the Agent with respect to 
Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on 
Loans and fees received from the Agent which relate to the portion of the 
Loans assigned to the Assignee hereunder for periods prior to the Effective 
Date, in the case of Floating Rate Loans or fees, or the Payment Date, in the 
case of Eurodollar Loans, and not previously paid by the Assignee to the 
Assignor.]**  In the event that either party hereto receives any payment to 
which the other party hereto is entitled under this Assignment Agreement, then 
the party receiving such amount shall promptly remit it to the other party 
hereto.

	5.  FEES PAYABLE BY THE ASSIGNEE.  The Assignee shall pay to the 
Assignor a fee on each day on which a payment of interest is made under the 
Credit Agreement with respect to the amounts assigned to the Assignee 
hereunder (other than a payment of interest or commitment fees for the period 
prior to the Effective Date or, in the case of Eurodollar Loans, the Payment 
Date, which the Assignee is obligated to deliver to the Assignor pursuant to 
Section 4 hereof).  The amount of such fee shall be the difference between (i) 
the interest paid with respect to the amounts assigned to the Assignee 



___________
*	Each Assignor may insert its standard payment provisions in lieu of the 
payment terms included in this Exhibit.

hereunder and (ii) the interest or fee, as applicable, which would have been 
paid with respect to the amounts assigned to the Assignee hereunder if each 
interest rate was     of 1%  less than the interest rate paid by the Borrower. 
 In addition, the Assignee agrees to pay    % of the recordation fee required 
to be paid to the Agent in connection with this Assignment Agreement.

 	6.  REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S 
LIABILITY.  The Assignor represents and warrants that it is the legal and 
beneficial owner of the interest being assigned by it hereunder and that such 
interest is free and clear of any adverse claim created by the Assignor.  It 
is understood and agreed that the assignment and assumption hereunder are made 
without recourse to the Assignor and that the Assignor makes no other 
representation or warranty of any kind to the Assignee.  Neither the Assignor 
nor any of its officers, directors, employees, agents or attorneys shall be 
responsible for (i) the due execution, legality, validity, enforceability, 
genuineness, sufficiency or collectability of any Loan Document, including 
without limitation, documents granting the Assignor and the other Lenders a 
security interest in assets of the Borrower or any guarantor, (ii) any 
representation, warranty or statement made in or in connection with any of the 
Loan Documents, (iii) the financial condition or creditworthiness of the 
Borrower or any guarantor, (iv) the performance of or compliance with any of 
the terms or provisions of any of the Loan Documents, (v) inspecting any of 
the Property, books or records of the Borrower, (vi) the validity, 
enforceability, perfection, priority, condition, value or sufficiency of any 
collateral securing or purporting to secure the Loans or (vii) any mistake, 
error of judgment, or action taken or omitted to be taken in connection with 
the Loans or the Loan Documents.

	7.  REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that it 
has received a copy of the Credit Agreement, together with copies of the 
financial statements requested by the Assignee and such other documents and 
information as it has deemed appropriate to make its own credit analysis and 
decision to enter into this Assignment Agreement, (ii) agrees that it will, 
independently and without reliance upon the Agent, the Assignor or any other 
Lender and based on such documents and information at it shall deem 
appropriate at the time, continue to make its own credit decisions in taking 
or not taking action under the Loan Documents, (iii) appoints and authorizes 
the Agent to take such action as agent on its behalf and to exercise such 
powers under the Loan Documents as are delegated to the Agent by the terms 
thereof, together with such powers as are reasonably incidental thereto, (iv) 
agrees that it will perform in accordance with their terms all of the 
obligations which by the terms of the Loan Documents are required to be 
performed by it as a Lender, (v) agrees that its payment instructions and 
notice instructions are as set forth in the attachment to Schedule 1, (vi) 
confirms that none of the funds, monies, assets or other consideration being 
used to make the purchase and assumption hereunder are "plan assets" as 
defined under ERISA and that its rights, benefits and interests in and under 
the Loan Documents will not be "plan assets" under ERISA, [and (vii) attaches 







the forms prescribed by the Internal Revenue Service of the United States 
certifying that the Assignee is entitled to receive payments under the Loan 
Documents without deduction or withholding of any United States federal income 
taxes].**

	8.  INDEMNITY.  The Assignee agrees to indemnify and hold the Assignor 
harmless against any and all losses, costs and expenses (including, without 
limitation, reasonable attorneys' fees) and liabilities incurred by the 
Assignor in connection with or arising in any manner from the Assignee's 
non-performance of the obligations assumed under this Assignment Agreement.

	9.  SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee 
shall have the right pursuant to Section 12.3.1 of the Credit Agreement to 
assign the rights which are assigned to the Assignee hereunder to any entity 
or person, provided that (i) any such subsequent assignment does not violate 
any of the terms and conditions of the Loan Documents or any law, rule, 
regulation, order, writ, judgment, injunction or decree and that any consent 
required under the terms of the Loan Documents has been obtained and (ii) 
unless the prior written consent of the Assignor is obtained, the Assignee is 
not thereby released from its obligations to the Assignor hereunder, if any 
remain unsatisfied, including, without limitation, its obligations under 
Sections 4, 5 and 8 hereof.

	10.  REDUCTIONS OF AGGREGATE COMMITMENT.  If any reduction in the 
Aggregate Commitment occurs between the date of this Assignment Agreement and 
the Effective Date, the percentage interest specified in Item 3 of Schedule 1 
shall remain the same, but the dollar amount purchased shall be recalculated 
based on the reduced Aggregate Commitment.

	11.  ENTIRE AGREEMENT.  This Assignment Agreement and the attached 
Notice of Assignment embody the entire agreement and understanding between the 
parties hereto and supersede all prior agreements and understandings between 
the parties hereto relating to the subject matter hereof.

	12.  GOVERNING LAW.  This Assignment Agreement shall be governed by the 
internal law, and not the law of conflicts, of the State of Illinois.

	13.  NOTICES.  Notices shall be given under this Assignment Agreement in 
the manner set forth in the Credit Agreement.  For the purpose hereof, the 
addresses of the parties hereto (until notice of a change is delivered) shall 
be the address set forth in the attachment to Schedule 1.










**	to be inserted if the Assignee is not incorporated under the laws of the 
United States, or a state thereof.



<PAGE>
	IN WITNESS WHEREOF, the parties hereto have executed this Assignment 
Agreement by their duly authorized officers as of the date first above 
written.

                                    [NAME OF ASSIGNOR]

                                    By:  ________________________________     
                                    Title:  _____________________________     
                                            _____________________________    
                                            _____________________________     


                                    [NAME OF ASSIGNEE]

                                    By:  ________________________________     

                                    Title:  _____________________________     
                                            _____________________________     
                                            _____________________________     


	SCHEDULE 1
	to Assignment Agreement

1.	Description and Date of Credit Agreement:

	Term Credit Agreement dated March 14, 1996 by and among Pennsylvania 
Power & Light Company, The First National Bank of Chicago, individually 
and as Agent, and the Lenders party thereto.

2.	Date of Assignment Agreement:  _____________, 19__

3.	Amounts (As of Date of Item 2 above):

  a.	Total of Commitments
    	(Loans)* under
    	Credit Agreement                                           $______ 

  b.	Assignee's Percentage
    	of Facility purchased
    	under the Assignment
    	Agreement**                                                _______%

  c. 	Amount of Assigned Share in
    	Facility purchased under
    	the Assignment
    	Agreement                                                  $______ 

4.	Assignee's Aggregate (Loan
    	Amount)* Commitment Amount
    	Purchased Hereunder:                                       $______ 

5.	Proposed Effective Date:                           _______________ 

Accepted and Agreed:

[NAME OF ASSIGNOR]                         [NAME OF ASSIGNEE]


By: __________________________________     By: _______________________________ 

Title: _______________________________     Title: ____________________________ 











*	If a Commitment has been terminated, insert outstanding Loans in place of 
Commitment
**	Percentage taken to 10 decimal places
<PAGE>
                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

          Attach Assignor's Administrative Information Sheet, which must
           include notice address for the Assignor and the Assignee



<PAGE>
	EXHIBIT "I"
	to Assignment Agreement

	NOTICE 
	OF ASSIGNMENT



                                                   ____________________, 19__


To:		PENNSYLVANIA POWER & LIGHT COMPANY
		Two North Ninth Street
		Allentown, Pennsylvania  18101-1179
		Attention:  Treasurer

		THE FIRST NATIONAL BANK OF 
		  CHICAGO, as Agent
		One First National Plaza
		Chicago, Illinois  60670
		Attention:  Electric, Gas & Telecommunications Division



From:		[NAME OF ASSIGNOR] (the "Assignor")

		[NAME OF ASSIGNEE] (the "Assignee")


	1.	We refer to that Term Credit Agreement (the "Credit Agreement") 
described in Item 1 of Schedule 1 attached hereto ("Schedule 1").  Capitalized 
terms used herein and not otherwise defined herein shall have the meanings 
attributed to them in the Credit Agreement.

	2.	This Notice of Assignment (this "Notice") is given and delivered 
to the Borrower and the Agent pursuant to Section 12.3.2 of the Credit 
Agreement.

	3.	The Assignor and the Assignee have entered into an Assignment 
Agreement, dated as of            , 19   (the "Assignment"), pursuant to 
which, among other things, the Assignor has sold, assigned, delegated and 
transferred to the Assignee, and the Assignee has purchased, accepted and 
assumed from the Assignor the percentage interest specified in Item 3 of 
Schedule 1 of all outstandings, rights and obligations under the Credit 
Agreement relating to the facilities listed in Item 3 of Schedule 1.  The 
Effective Date of the Assignment shall be the later of the date specified in 
Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to 
by the Agent) after this Notice of Assignment and any consents and fees 
required by Sections 12.3.1 and 12.3.2 of the Credit Agreement have been 
delivered to the Agent, provided that the Effective Date shall not occur if 
any condition precedent agreed to by the Assignor and the Assignee has not 
been satisfied.

	4.	The Assignor and the Assignee hereby give to the Borrower and the 
Agent notice of the assignment and delegation referred to herein.  The 
Assignor will confer with the Agent before the date specified in Item 5 of 
Schedule 1 to determine if the Assignment Agreement will become effective on 
such date pursuant to Section 3 hereof, and will confer with the Agent to 
determine the Effective Date pursuant to Section 3 hereof if it occurs 
thereafter.  The Assignor shall notify the Agent if the Assignment Agreement 
does not become effective on any proposed Effective Date as a result of the 
failure to satisfy the conditions precedent agreed to by the Assignor and the 
Assignee.   At the request of the Agent, the Assignor will give the Agent 
written confirmation of the satisfaction of the conditions precedent.

	5.	The Assignor or the Assignee shall pay to the Agent on or before 
the Effective Date the processing fee of $3,500 required by Section 12.3.2 of 
the Credit Agreement.

	6.	If Notes are outstanding on the Effective Date, the Assignor and 
the Assignee request and direct that the Agent prepare and cause the Borrower 
to execute and deliver new Notes or, as appropriate, replacements notes, to 
the Assignor and the Assignee.  The Assignor and, if applicable, the Assignee 
each agree to deliver to the Agent the original Note received by it from the 
Borrower upon its receipt of a new Note in the appropriate amount.

	7.	The Assignee advises the Agent that notice and payment 
instructions are set forth in the attachment to Schedule 1.

	8.	The Assignee hereby represents and warrants that none of the 
funds, monies, assets or other consideration being used to make the purchase 
pursuant to the Assignment are "plan assets" as defined under ERISA and that 
its rights, benefits, and interests in and under the Loan Documents will not 
be "plan assets" under ERISA.



	9.	The Assignee authorizes the Agent to act as its agent under the 
Loan Documents in accordance with the terms thereof.  The Assignee 
acknowledges that the Agent has no duty to supply information with respect to 
the Borrower or the Loan Documents to the Assignee until the Assignee becomes 
a party to the Credit Agreement.*

NAME OF ASSIGNOR                     NAME OF ASSIGNEE


By:_____________________________     By: ___________________________________ 

Title: _________________________     Title: ________________________________ 


ACKNOWLEDGED AND CONSENTED TO       ACKNOWLEDGED AND CONSENTED TO
BY THE FIRST NATIONAL BANK OF       BY PENNSYLVANIA POWER & LIGHT
CHICAGO                             COMPANY


By: ____________________________    By: ____________________________________ 

Title: _________________________    Title: _________________________________ 



	[Attach photocopy of Schedule 1 to Assignment]























*    May be eliminated if Assignee is a party to the Credit Agreement prior to 
the Effective Date.


<PAGE>
                                 EXHIBIT "E"

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To The First National Bank of Chicago,
 as Agent (the "Agent") under the Credit Agreement
 Described Below.

Re:	Term Credit Agreement, dated March 14, 1996 (as the same may be amended 
or modified, the "Credit Agreement"), among Pennsylvania Power & Light 
Company (the "Borrower"), the Agent, and the Lenders named therein.  
Terms used herein and not otherwise defined shall have the meanings 
assigned thereto in the Credit Agreement.

	The Agent is specifically authorized and directed to act upon the 
following standing money transfer instructions with respect to the proceeds of 
Advances or other extensions of credit from time to time until receipt by the 
Agent of a specific written revocation of such instructions by the Borrower, 
provided, however, that the Agent may otherwise transfer funds as hereafter 
directed in writing by the Borrower in accordance with Section 13.1 of the 
Credit Agreement or based on any telephonic notice made in accordance with 
Section 2.12 of the Credit Agreement.

Facility Identification Number(s)__________________________________________

Customer/Account Name _____________________________________________________
	
Transfer Funds To _________________________________________________________

	              _______________________________________________________

	              _______________________________________________________

For Account No. ___________________________________________________________

Reference/Attention To ____________________________________________________

Authorized Officer (Customer Representative)    Date ______________________


______________________________       ______________________________________
(Please Print)                                              Signature

Bank Officer Name                    Date _________________________________


______________________________       ______________________________________
(Please Print)                                              Signature
  (Deliver Completed Form to Credit Support Staff For Immediate Processing)


 



 

 










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