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            PENNSYLVANIA POWER & LIGHT COMPANY

            EXECUTIVE RETIREMENT SECURITY PLAN

	








                    Amended and Restated
                Effective as of August 31, 1995



                            ARTICLE I

                             Purpose


1.1	The purpose of this Plan is to provide additional retire-
ment income security to certain senior managers of the 
Company so that the total retirement income intended to be 
paid to such senior managers is not reduced as a result of 
a change in the ownership of Resources.  It is also intend-
ed to assure that these individuals will be able to assess 
any proposal or other issue affecting the shareowners of 
Resources in a manner which is in the best interest of such 
shareowners.


                             ARTICLE II
                             Definitions
2.1	"Actuarial Equivalent" means having or that which has equal 
actuarial value to the Security Benefit based on the 
assumptions and factors described in Schedule A of the 
Retirement Plan.  For purposes of Section 4.2(B) and 
calculating the present value of benefits to determine the 
value of any Lump Sum payable under the Plan, the Actuarial 
Equivalent will be based on an interest rate equal to the 
United States Government 30 year bond rate for the second 
month prior to Retirement as published in the Federal 
Reserve Board Statistical Bulletin and the 1983 Group 
Annuity Mortality Table.
2.2	"Annual Base Salary" means the greater of Participant's 
annual base salary for the twelve months immediately prior 
to the occurrence of the event or circumstance upon which 
the Notice of Termination is based or in effect immediately 
prior to the Change in Control.
2.3	"Board" means the Board of Directors of the Company.
2.4	"Bonus" means the higher of the average amount paid to 
Participant (including as an amount so paid any amount that 
would have been so paid but for Participant's request that 
the amount not be paid) pursuant to any bonus or incentive 
compensation plan or program of the Company ("Incentive 
Plans") with respect to the three years (or such shorter 
period for which Participant was covered under a Company 
sponsored bonus program) preceding the year in which the 
Date of Termination occurs or the average amount paid (in-
cluding as an amount so paid any amount that would have 
been so paid but for Participant's request that the amount 
not be paid) with respect to the three years (or such 
shorter period for which Participant was covered under a 
Company sponsored bonus program) preceding the year in 
which the Change in Control occurs.
2.5	"Cause" for termination by the Company of Participant's 
employment means (i) the willful and continued failure by 
Participant to substantially perform Participant's duties 
with the Company (other than any such failure resulting 
from Participant's incapacity due to physical or mental 
illness) after a written demand for substantial performance 
is delivered to Participant by the Board, which demand 
specifically identifies the manner in which the Board 
believes that Participant has not substantially performed 
Participant's duties, or (ii) the willful engaging by 
Participant in conduct which is demonstrably and materially 
injurious to the Company, monetarily or otherwise.  For 
purposes of clauses (i) and (ii) of this definition, no act 
or failure to act, on Participant's part shall be deemed 
"willful" unless done, or omitted to be done, by Par-
ticipant not in good faith and without reasonable belief 
that Participant's act, or failure to act, was in the best 
interest of the Company.  In no event shall the termination 
of employment of any Participant be deemed to have been for 
Cause unless a copy of a resolution duly adopted by the 
affirmative vote of not less than three quarters (3/4) of 
the entire membership of the Board at a meeting of the 
Board which was called and held for the purpose of 
considering such termination (after reasonable notice to 
Participant and an opportunity for Participant, together 
with Participant's counsel, to be heard before the Board) 
that, in the good faith opinion of the Board, Participant 
was guilty of conduct set forth in clauses (i) or (ii) of 
this definition, and specifying the particulars thereof in 
detail, is delivered to the executive. 
2.6	"Change in Control" means the occurrence of any one of the 
following events:  (a) any change in the control of Re-
sources of a nature that would be required to be reported 
in response to Item 1(a) of Form 8-K under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"); (b) 
during any period of not more than two consecutive years, 
individuals who at the beginning of such period constitute 
the Board of Resources and any new director (other than a 
director designated by a Person who has entered into an 
agreement with Resources to effect a transaction described 
in clause (a), (c) or (d) of this paragraph) whose election 
by the Board of Directors of Resources or nomination for 
election by Resources' shareowners was approved or 
recommended by a vote of at least two-thirds (2/3) of the 
directors then still in office who either were directors at 
the beginning of the period or whose election or nomination 
for election was previously so approved or recommended, 
cease for any reason to constitute at least a majority 
thereof; (c) any Person becomes the beneficial owner, 
directly or indirectly, of securities of Resources 
representing 20% or more of the combined voting power of 
Resources' then outstanding securities entitled to vote 
generally in the election of directors; (d) the approval by 
the shareowners of Resources of any merger or consolidation 
of Resources with any other corporation or a plan of 
complete liquidation of Resources or the sale or other dis-
position of all or substantially all of the assets of Re-
sources to any other person or persons unless, after giving 
effect thereto, (1) holders of Resources' then outstanding 
securities entitled to vote generally in the election of 
directors will own a majority of the outstanding stock 
entitled to vote generally in the election of directors of 
the continuing, surviving or transferee corporation or any 
parent (within the meaning of Rule 12b-2 under the Exchange 
Act) thereof and (2) the incumbent members of the Board of 
Directors of Resources as constituted immediately prior 
thereto shall constitute at least a majority of the di-
rectors of the continuing, surviving or transferee corpora-
tion and any parent thereof; or (e) the Board of Directors 
of Resources adopts a resolution to the effect that a 
"Change in Control" has occurred or is anticipated to 
occur.
2.7	"Company" means Pennsylvania Power & Light Company.
2.8	"Continuation of Coverage" means the benefit provided under 
Section 4.3.
2.9	"Disability" shall be deemed the reason for the termination 
by the Company of Participant's employment, if, as a result 
of Participant's incapacity due to physical or mental 
illness, Participant shall qualify for coverage under the


	Company's Long-Term Disability Plan in effect immediately 
prior to a Change in Control, the Company shall have given 
Participant a Notice of Termination for Disability, and, 
within thirty (30) days after such Notice of Termination is 
given, Participant shall not have returned to the full-time 
performance of Participant's duties.
2.10	"EBPB" means the Employee Benefit Plan Board, the members 
of which are appointed by the Board.
2.11	"Good Reason" for termination of Participant's employment 
with the Company by such Participant means the occurrence 
(without Participant's express written consent) of any one 
of the following acts by the Company:
		(a)  the assignment to Participant of any duties 
inconsistent with Participant's status as an executive 
officer or key employee of the Company or a substantial 
adverse alteration in the nature or status of Participant's 
responsibilities from those in effect immediately prior to 
a Change in Control;
		(b)  a reduction by the Company of Participant's 
annual base salary as in effect on the Effective Date of 
this restated Plan, or as the same may be increased from 
time to time;
		(c)  the relocation of the Participant's principal 
work location to a location more than 30 miles from such 
work location immediately prior to a Change in Control;
		(d)  the failure by the Company to pay to Participant 
any portion of Participant's current compensation or to pay 
to Participant any portion of an installment of deferred 
compensation under any deferred compensation program of the 
Company, within seven (7) days of the date such compensa-
tion is due;
		(e)  the failure by the Company to continue in effect 
any compensation or benefit plan in which Participant 
participates immediately prior to a Change in Control which 
is material to Participant's total compensation, or any 
substitute plans adopted prior to a Change in Control, un-
less an equitable arrangement (embodied in an ongoing sub-
stitute or alternative plan) has been made with respect to 
such plan, or the failure by the Company to continue 
Participant's participation therein (or in such substitute 
or alternative plan) on a basis not materially less favor-
able, both in terms of the amount of benefits provided and 
the level of Participant's participation relative to other 
participants, as existed at the time of a Change in Con-
trol, or
		(f)  the failure by the Company to continue to provide 
Participant with benefits substantially similar to those 
enjoyed by Participant under any of the Company's pension, 
retirement, savings, life insurance, medical, health and 
accident, or disability plans in which Participant was par-
ticipating immediately prior to a Change in Control, the 
taking of any action by the Company which would directly or 
indirectly materially reduce any of such benefits or 
deprive Participant of any material fringe benefit enjoyed 
by Participant immediately prior to a Change in Control, or 
the failure by the Company to provide Participant with the 
number of paid vacation days to which Participant is enti-
tled on the basis of years of service with the Company in 
accordance with the Company's normal vacation policy in 
effect immediately prior to a Change in Control.
		Participant's right to terminate his or her employment 
with the Company for Good Reason shall not be affected by 
Participant's incapacity due to physical or mental illness. 
 Participant's continued employment shall not constitute 
consent to, or a waiver of rights with respect to, any act 
or failure to act constituting Good Reason hereunder.
2.12	"Officers Deferred Compensation Plan" means the 
Pennsylvania Power & Light Company Officers Deferred 
Compensation Plan, as amended from time to time.
2.13	"Participant" means an eligible officer of the Company 
entitled to receive benefits under this Plan under Article 
III.
2.14	"Person" shall have the meaning given in Section 3(a)(9) of 
the Exchange Act, as modified and used in Sections 13(d) 
and 14(d) thereof; however, a Person shall not include (i) 
Resources or any of its subsidiaries, (ii) a trustee or 
other fiduciary holding securities under an employee 
benefit plan of Resources or any of its subsidiaries, (iii) 
an underwriter temporarily holding securities pursuant to 
an offering of such securities, or (iv) a corporation 
owned, directly or indirectly, by the shareowners of 
Resources in substantially the same proportions as their 
ownership of stock of Resources.
2.15	"Plan" means this Executive Retirement Security Plan, as 
amended from time to time.
2.16	"Potential Change in Control" means the occurrence of any 
one of the following events or conditions:
		(a)  Resources enters into an agreement, the 
consummation of which would result in the occurrence of a 
Change in Control;
		(b)  any Person publicly announces an intention to 
take or to consider taking actions which if consummated 
would constitute a Change in Control; 
		(c)  any Person is or becomes the beneficial owner, 
directly or indirectly, of securities of Resources 
representing 5% or more of the combined voting power of 
Resources' then outstanding securities entitled to vote 
generally in the election of directors.
		(d)  the Board adopts a resolution to the effect that, 
for purposes of this Agreement, a Potential Change in 
Control has occurred.
2.17	"Prior Plan" means any defined benefit plan, as defined in 
section 3(35) of the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA"), which at anytime 
satisfies the applicable requirements of section 401(a) of 
the Internal Revenue Code of 1986, as amended, provided 
that: (a) such plan has a sponsor other than the Company, 
and (b) Participant was a participant in such plan prior to 
employment with the Company.
2.18	"Projected Years of Service" means the number of full or 
partial twelve-month periods beginning on the date on which 
a Participant attains the age of 30 and ending on the date 
a Participant has his final Hour of Service under the 
Retirement Plan.
2.19	"Resources" shall mean PP&L Resources, Inc.
2.20	"Retirement Plan" means The Retirement Plan of Pennsylvania 
Power & Light Company, as amended from time to time.
2.21	"Security Benefit" means the security benefit payable under 
this Plan calculated under Article IV.
2.22	"SERP" means the Pennsylvania Power & Light Supplemental 
Executive Retirement Plan, as amended from time to time.
2.23	"Supplemental Final Average Earnings" means twelve times 
the monthly average of a Participant's Cash Compensation 
(as defined by the Officers Deferred Compensation Plan) for 
the 12 full consecutive months in the final 60 (or fewer) 
full consecutive months of employment with the Company 
which yield the highest average.  For this purpose, non-
consecutive months interrupted by periods in which the 
Participant receives no Cash Compensation shall be treated 
as consecutive.  If a Participant does not have 12 full 
consecutive months of employment with the Company, his 
Supplemental Final Average Earnings shall be the total of 
the Cash Compensation earned for the number of months of 
employment.  The amount of Cash Compensation for each month 
shall be increased by the value of (1) any Awards (includ-
ing any dividends distributed on Restricted Stock during 
the Restriction Period) granted to Participant under the 
Incentive Compensation Plan attributable to such month, and 
(2) any cash grants awarded to Participant pursuant to the 
executive incentive awards program initially approved by 
the Board on October 25, 1989.  For the purpose of 
determining the amount by which Cash Compensation is 
increased, the EBPB will determine (a) the value of any 
Award under the Incentive Compensation Plan prorated over 
the 12 consecutive month period for which the Award was 
granted; (b) the amount of any dividends distributed on 
Restricted Stock during the Restriction Period and prorate 
such amount over the period for which such dividends are 
paid; and (c) the amount of any cash grant awarded under 
the executive incentive awards program and prorate such 
amount over the 12 consecutive month period for which the 
Award was granted.
2.24	"Years of Service" means the number of full and partial 
years used to calculate Participant's accrued benefit under 
the Retirement Plan, beginning at the Participant's age 30.


                            ARTICLE III
                            Eligibility
3.1	All officers of the Company (i) who are in positions in 
Company Salary Grades I through IV any time within six 
months prior to the occurrence of a Change in Control and 
(ii) whose employment with the Company is terminated either 
(A) by the Company for any reason other than for Cause or 
Disability, or (B) by Participant for Good Reason, in 
either case within three (3) years following a Change in 
Control, shall be entitled to receive benefits under this 
Plan.  Participant's employment shall be deemed to have 
been terminated following a Change in Control by the 
Company without Cause or by Participant for Good Reason if 
Participant's employment is terminated prior to a Change in 
Control without Cause at the direction of a Person who has 
entered into an agreement with the Company the consummation 
of which will constitute a Change in Control or if 
Participant terminates his employment with Good Reason 
prior to a Change in Control (determined by treating a Po-
tential Change in Control as a Change in Control in ap-
plying the definition of Good Reason) if the circumstance 
or event which constitutes Good Reason occurs at the 
direction of such Person.


                            ARTICLE IV
                         Security Benefit
4.1	A Participant who satisfies the condition of Section 3.1 
will be paid a Security Benefit and will be provided the 
Continuation of Coverage, subject to the terms and condi-
tions of this Plan.
4.2	The Security Benefit for Participant shall be calculated as 
an annual amount payable for the life of Participant 
(except as otherwise provided in Section 7.3, below), equal 
to the greater of (A) or (B) as follows:
	(A)(a)  the greater of (1) or (2):
		(1)(A)	2.7% of Participant's Supplemental Final 
Average Earnings times his Years of Service 
up to 20, plus

		   (B)	1.0% of Participant's Supplemental Final 
Average Earnings times his Years of Service 
in excess of 20 but not more than 30 Years of 
Service,

			or

		(2)(A)	2.7% of Participant's Supplemental Final 
Average Earnings times his Projected Years of 
Service up to 20, plus

		   (B)	1.0% of Participant's Supplemental Final 
Average Earnings times his Projected Years of 
Service in excess of 20 but not more than 30 
Projected Years of Service, less

		   (C)	the annual amount payable to a Participant 
from a Prior Plan,


	   (b)	less:

		(1)		the annual amount payable as the maximum 
primary Social Security benefit payable to an 
individual aged 65 in the year of 
Participant's retirement whether or not 
received by Participant,

		(2)	the annual amount provided by the Retirement 
Plan and supplemental payments under 
paragraph 7(a) of the Officers Deferred 
Compensation Plan, and 

		(3)	the annual amount payable to a Participant 
from the SERP.

	or 

	(B)(a)	 For Participants  in Company Salary Grades 
I, II or III  anytime within six months prior to a 
Change in Control, an annual payment for the life of 
the Participant, the Actuarial Equivalent of which is 
equal to the product of (i) the sum of such 
Participant's Annual Base Salary and Bonus and (ii) a 
factor of three (3), or

	    (b)	 For Participants  in Company Salary Grade IV 
 anytime within six months prior to a Change in 
Control, an annual payment for the life of the 
Participant, the Actuarial Equivalent of which is 
equal to the product of (i) the sum of such 
Participant's Annual Base Salary and Bonus and (ii) a 
factor of two (2).

	In the event the Participant commences benefits on or after 
age 50, the Security Benefit calculated pursuant to Section 
4.2(A) shall be unreduced.  In the event the Participant 
commences benefits prior to attainment of age 50, the 
Security Benefit shall be calculated pursuant to Section 
4.2(A), as a benefit payable for the life of the 
Participant commencing at the Participant's age 50, using 
the Participant's Years of Service on the Date of 
Termination, and then reduced on an Actuarially Equivalent 
basis from age 50 to reflect the actual benefit 
commencement date.  
4.3	For a thirty-six (36) month period after the Date of 
Termination, the Company shall arrange to provide 
Participants not eligible to retire under the Supplemental 
Executive Retirement Plan with the Continuation of 
Coverage.  A Participant entitled to the Continuation of 
Coverage shall be provided by the Company with life, 
disability, accident and health insurance benefits substan-
tially similar to those which Participant is receiving 
immediately prior to the Notice of Termination (without 
giving effect to any reduction in such benefits subsequent 
to a Change in Control which reduction constitutes Good 
Reason).  Benefits otherwise receivable by Participant 
pursuant to this Section 4.3 shall be reduced to the extent 
comparable benefits are actually received by or made avail-
able to Participant without cost during the thirty-six (36) 
month period following Participant's termination of employ-
ment (and any such benefits actually received by 
Participant shall be reported to the Company by Partici-
pant).  If the benefits provided to the Participant under 
this Section 4.3 shall result in a decrease, pursuant to 
Article XIII, in the Security Benefit and these Section 4.3 
benefits are thereafter reduced pursuant to the immediately 
preceding sentence because of the receipt of comparable 
benefits, the Company shall, at the time of such reduction, 
pay to Participant the lesser of (a) the amount of the 
decrease made in the Security Benefit pursuant to Article 
XIII, or (b) the maximum amount which can be paid to the 
Participant without being, or causing any other payment to 
be, nondeductible by reason of section 280G of the Code.
4.4	The benefits under this Plan are in lieu of any severance 
benefit otherwise payable to the Participant (including but 
not limited to all benefits payable under the Supervisors 
Personnel Manual Policy 606 - Displaced Managers).


                            ARTICLE V
                      Termination Procedures
5.1	During the three (3) year period immediately following a 
Change in Control, any purported termination of 
Participant's employment (other than by reason of death) 
shall be communicated by written Notice of Termination from 
one party hereto to the other party hereto.  A "Notice of 
Termination" shall mean a notice which shall indicate the 
specific termination provision in the Plan relied upon and 
shall set forth in reasonable detail the facts and cir-
cumstances claimed to provide a basis for termination of 
Participant's employment under the provision so indicated. 
 Further, a Notice of Termination for Cause is required to 
include a copy of a resolution duly adopted by the affir-
mative vote of not less than three-quarters (3/4) of the 
entire membership of the Board at a meeting of the Board 
which was called and held for the purpose of considering 
such termination (after reasonable notice to Participant 
and an opportunity for Participant, together with 
Participant's counsel, to be heard before the Board) 
finding that, in the good faith opinion of the Board, 
Participant was guilty of conduct set forth in clause (i) 
or (ii) of the definition of Cause herein, and specifying 
the particulars thereof in detail.
5.2	"Date of Termination", with respect to any purported ter-
mination of the Participant's employment after a Change in 
Control, shall mean (i) if the Participant's employment is 
terminated for Disability, thirty (30) days after Notice of 
Termination is given (provided that Participant shall not 
have returned to the full-time performance of Participant's 
duties during such thirty (30) day period), and (ii) if the 
Participant's employment is terminated for any other rea-
son, the date specified in the Notice of Termination 
(which, in the case of a termination by the Company, shall 
not be less than thirty (30) days (except in the case of a 
termination for Cause) and, in the case of a termination by 
Participant, shall not be less than fifteen (15) days nor 
more than sixty (60) days, respectively, from the date such 
Notice of Termination is given).
5.3	If within fifteen (15) days after any Notice of Termination 
is given, or, if later, prior to the Date of Termination 
(as determined without regard to this Section 5.3), the 
party receiving such Notice of Termination notifies the 
other party that a dispute exists concerning the termina-
tion, the Date of Termination shall be the date on which 
the dispute is finally resolved, either by mutual written 
agreement of the parties or by a final judgment, order or 
decree of a court of competent jurisdiction (which is not 
appealable or with respect to which the time for appeal 
therefrom has expired and no appeal has been perfected); 
provided further that the Date of Termination shall be 
extended by a notice of dispute only if such notice is 
given in good faith and the party giving such notice 
pursues the resolution of such dispute with reasonable 
diligence.
5.4	If a purported termination occurs following a Change in 
Control, and such termination is disputed in accordance 
with Section 5.3 hereof, the Company shall continue to pay 
Participant the full compensation in effect when the notice 
giving rise to the dispute was given (including, but not 
limited to, salary) and continue Participant as a partici-
pant in all compensation, benefit and insurance plans in 
which Participant was participating when the notice giving 
rise to the dispute was given, until the dispute is finally 
resolved in accordance with Section 5.3 hereof.  Amounts 
paid under this Section 5.4 are in addition to all other 
amounts due under this Plan and shall not be offset against 
or reduce any other amounts due under this Plan.


                            ARTICLE VI
                          Time of Payment
6.1	Security Benefit payments (including payment of the Lump 
Sum, if applicable) shall begin as soon as practicable fol-
lowing the Participant's termination of employment with the 
Company.  


                           ARTICLE VII
                        Method of Payment
7.1	(a)	For a Participant who is eligible to receive benefits 
under the Retirement Plan and who elects to receive 
such benefits at the time Security Benefit payments 
begin, Security Benefit payments shall be made in 
accordance with all the terms and conditions 
applicable to the Participant's benefits under the Re-
tirement Plan, including any optional form of payment 
he may have elected, provided, however, if any monthly 
payment would be one hundred dollars ($100) or less, 
the EBPB, in its discretion, may elect to make such 
payments in such installments (not less frequently 
than annually) as the EBPB may determine or in a 
single sum payment.
	(b)	In the event that a Participant's benefits under the 
Retirement Plan are subject in whole or in part to a 
qualified domestic relations order, Security Benefit 
payments shall be calculated and paid without regard 
to such order.
7.2	(a)	For a Participant who is not eligible to receive 
benefits under the Retirement Plan or who has elected 
not to receive such benefits under the Retirement Plan 
at the time Security Benefit payments begin, the Par-
ticipant may elect one of the following Actuarial 
Equivalent forms of benefit:
		(1)	a single life annuity with equal monthly 
installments payable to the Participant for 
his lifetime; or
		(2)	a joint and survivor annuity with the 
Participant's designated beneficiary, payable 
in monthly installments to the Participant 
for his lifetime and with a specified per-
centage of the amount of such monthly in-
stallment payable after the death of the 
Participant to the designated beneficiary of 
such Participant, if then living, for the 
life of such designated beneficiary; or
		(3)	a single life annuity payable in equal 
monthly installments to the Participant for 
his lifetime, with 60, 120 or 180 monthly 
payments guaranteed; or
	(b)	A Participant described in Section 7.2(a) above may 
elect a form of benefit hereunder by filing written 
notice with the EBPB at anytime prior to the first day 
of the calendar month for which a Security Benefit is 
first payable to the Participant.  If a Participant 
fails to elect a form of benefit, the benefit shall be 
paid in the form of a single-life annuity if the 
Participant does not have a spouse on the date of 
benefit commencement and in the form of a 50% joint 
and survivor annuity with Participant's spouse as the 
beneficiary if the Participant has a spouse on the 
date of benefit commencement.
7.3	(a)	Notwithstanding any provision contained in this Arti-
cle VII, Participant shall be entitled to elect to re-
ceive a portion of the Security Benefit in the form of 
a lump sum distribution (the "Lump Sum").  The Lump 
Sum shall equal the product of (A) the sum of 
Participant's Annual Base Salary and Bonus and (B) a 
factor of either one (1) or two (2), whichever 
Participant elects in accordance with subsection (b) 
below.  In the event that Participant elects to re-
ceive the Lump Sum, such Participant's Security 
Benefit shall be offset by an amount equal to the 
Actuarial Equivalent of such Lump Sum.  The remainder 
of the Security Benefit (if any) shall be distributed 
to Participant in a form of payment set forth in 
Article VII and in accordance with the provisions of 
the Plan.  
	(b)	A Participant may elect to receive a Lump Sum in 
accordance with such administrative procedures as may 
be established by the Company from time to time.  Any 
election made before the fifteenth day of October in 
any calendar year shall be effective for distributions 
scheduled to commence on or after the first day of 
January of the following year.  Any election made on 
or after the fifteenth day of October in any calendar 
year shall be effective for distributions scheduled to 
commence on or after the first day of January of the 
second following year.  Notwithstanding the foregoing, 
no election made after the occurrence of a Change in 
Control shall be effective. 
7.4	Annual amounts provided by the Retirement Plan, paragraph 
7(a) of the Officers Deferred Compensation Plan, the SERP 
and any Prior Plan shall be calculated as of the earliest 
date of payment of those respective benefits adjusted to 
the Actuarial Equivalent as if Participant had chosen a 
straight life annuity under such plans payable at the time 
the Security Benefit begins.
7.5	The Security Benefit shall be calculated as if the 
Participant commenced benefits from the Retirement Plan, 
the SERP and a Prior Plan at the time benefits commence 
under this Plan, and this benefit shall not be adjusted 
upon actual commencement of benefits from the Retirement 
Plan, Social Security, the SERP and any Prior Plan.


                            ARTICLE VIII
                            Miscellaneous
8.1	If any person to receive payment under this Plan is a mi-
nor, or is deemed by the EBPB or is adjudged to be legally 
incompetent, the payments shall be made to the duly 
appointed guardian or committee of such minor or 
incompetent, or they may be made to such person or persons 
who the EBPB believes are caring for or supporting such 
minor or incompetent.
8.2	All payments to persons entitled to benefits under this 
Plan shall be made to such persons and shall not be 
grantable, transferable or otherwise assignable in 
anticipation of payment thereof, in whole or in part, by 
the voluntary or involuntary acts of any such persons, or 
by operation of law, and shall not be liable or taken for 
any obligation of such person.  The Company will observe 
the terms of the Plan unless and until ordered to do 
otherwise by a state or Federal court.  As a condition of 
participation, a Participant agrees to hold the Company 
harmless from any claim that arises out of the Company's 
obeying any such order whether such order effects a 
judgment of such court or is issued to enforce a judgment 
or order of another court.
8.3	The EBPB shall have authority for the management, control 
and administration of the Plan, including the power to 
interpret the terms hereof.
8.4	The Board shall make all determinations as to Participant's 
right to a Security Benefit.  Any denial by the Board of a 
claim for a Security Benefit under the Plan shall be stated 
in writing and delivered or mailed to Participant and such 
notice shall set forth the specific reasons for the denial, 
written in a manner that may be understood without legal or 
actuarial counsel.  In addition, the Board shall afford a 
reasonable opportunity to Participant for a review of the 
decision denying such claim and, in the event of continued 
disagreement, Participant may appeal within a period of 60 
days after receipt of notification of denial.  Failure to 
perfect an appeal within the 60-day period shall make the 
decision conclusive.  Any further dispute or controversy 
arising under or in connection with the Plan shall be set-
tled exclusively by arbitration in Allentown, Pennsylvania 
in accordance with the rules of the American Arbitration 
Association then in effect.  Judgment may be entered on the 
arbitrator's award in any court having jurisdiction; 
provided, however, that Participant shall be entitled to 
seek specific performance of Participant's right to be paid 
until the Date of Termination during the pendency of any 
dispute or controversy arising under or in connection with 
the Plan.
8.5	The Plan shall be unfunded and shall not create (or be 
construed to create) a trust or a separate fund or funds.  
To the extent any person holds any rights under the Plan, 
such rights shall be no greater than the rights of an 
unsecured general creditor of the Company.  
8.6	Nothing in this Plan shall confer any right on any 
Participant to continue in the Company's employ, nor shall 
anything in this Plan affect in any way the right of the 
Company to terminate any Participant's employment at any 
time.
8.7	The expenses of administration hereunder shall be borne by 
the Company.  The Company also shall pay to Participant all 
legal fees and expenses incurred by Participant in 
disputing any termination of Participant's employment here-
under or in seeking to obtain or enforce any benefit or 
right provided by the Plan or in connection with any tax 
audit or proceeding to the extent attributable to the 
application of section 4999 of the Code to any payment or 
benefit provided hereunder.  Such payments shall be made 
within five (5) business days after delivery of 
Participant's written requests for payment accompanied with 
such evidence of fees and expenses incurred as the Company 
reasonably may require.  The Employee shall be required to 
repay any such amounts to Employer to the extent that 
arbitrators or a court of competent jurisdiction issues a 
final, unappealable order setting forth a determination 
that the position taken by the Employee was frivolous or 
advanced in bad faith.
8.8	This Plan shall be construed, administered and enforced 
according to the laws of the Commonwealth of Pennsylvania.
8.9	All payments from this Plan shall be made from the general 
assets of the Company.  This Plan shall not require the 
Company to set aside, segregate, earmark, pay into trust or 
special account or otherwise restrict the use of its assets 
in the operation of the business.
8.10	This Plan shall be binding upon and shall inure to the 
benefit of the Company, its successors and assigns.  The 
term "the Company" as used herein shall include such 
successors and assigns.  Neither this Plan nor any right or 
interest hereunder shall be assignable or transferable by a 
Participant or by the Participant's beneficiaries or legal 
representatives, except by will or by the laws of descent 
and distribution.  This Plan shall inure to the benefit of 
and be enforceable by a Participant's legal representative.
8.11	Notices and all other communications provided for in the 
Plan shall be in writing and shall be deemed to have been 
duly given when delivered or mailed by United States regis-
tered mail, return receipt requested, postage prepaid, 
addressed, to Participant at the last known address 
maintained by the Company's personnel records, and to the 
Company and Resources, to the respective addresses set 
forth below, or to such other address as either party may 
have furnished to the other in writing in accordance 
herewith, except that notice of change of address shall be 
effective only upon actual receipt:
		To the Company:
		Pennsylvania Power & Light Company
		Two North 9th Street 
		Allentown, Pennsylvania  18101
		Attention:  Corporate Secretary

		To Resources:
		PP&L Resources, Inc.
		Two North 9th Street 
		Allentown, Pennsylvania  18101
		Attention:  Corporate Secretary


8.12	The masculine pronoun shall be deemed to include the 
feminine and the singular to include the plural unless a 
different meaning is plainly required by the context.


                            ARTICLEIX
                     Termination or Amendment
9.1	The Board may, in its discretion, terminate or amend this 
Plan from time to time, provided, however, that the Plan 
may not be terminated or amended to the prejudice or 
detriment of any Participant during the pendency of any 
potential Change in Control or during the three (3) year 
period following a Change in Control (or, if later, thirty 
six (36) months from the consummation of the transaction 
giving rise to the Change in Control).  Without limiting 
the generality of the foregoing, the proviso of the 
preceding sentence shall not, at any time or in any event, 
be amended or deleted.  Subject to the foregoing, the EBPB 
may make such amendments to the Plan as it deems necessary 
or desirable except those amendments which substantially 
increase the cost of the Plan to the Company or 
significantly alter the benefit design or eligibility 
requirements of the Plan.  No termination or amendment 
shall (without Participant's consent) alter Participant's 
right to monthly payments which have commenced prior to the 
effective date of such termination or amendment.  


                            ARTICLE X
                          Effective Date
10.1	The original effective date of this Plan was January 1, 
1987.  The effective date of this amended and restated Plan 
is August 31, 1995, the date of its adoption by the Board.


                           ARTICLE XI
                      Limitation on Payments
11.1	Notwithstanding any other provisions of this Plan to the 
contrary, in the event that any payment or benefit received 
or to be received by Participant in connection with a 
Change in Control or the termination of Participant's 
employment (whether pursuant to the terms of this Plan or 
any other plan, arrangement or agreement with the Company, 
any person whose actions result in a Change in Control or 
any person affiliated with the Company or such person) (all 
such payments and benefits, including under the Plan, being 
hereinafter called "Total Payments") would be subject (in 
whole or part), to the excise tax imposed under Section 
4999 of the Code (the "Excise Tax"), then the Security 
Benefit shall be reduced to the extent necessary so that no 
portion of the Total Payments is subject to the Excise Tax 
(after taking into account any reduction in the Total 
Payments provided by reason of Section 280G of the Code in 
such other plan, arrangement or agreement) if, and only if 
(A) the net amount of such Total Payments, as so reduced, 
(and after deduction of the net amount of federal, state 
and local income tax on such reduced Total Payments) is 
greater than (B) the excess of (i) the net amount of such 
Total Payments, without reduction (but after deduction of 
the net amount of federal, state and local income tax on 
such Total Payments), over (ii) the amount of Excise Tax to 
which Participant would be subject in respect of such Total 
Payments.  For purposes of determining whether and the ex-
tent to which the Total Payments will be subject to the 
Excise Tax, (i) no portion of the Total Payments the 
receipt or enjoyment of which Participant shall have effec-
tively waived in writing prior to the date of Participant's 
termination of employment shall be taken into account, (ii) 
no portion of the Total Payments shall be taken into 
account which in the opinion of tax counsel selected by the 
Company does not constitute a "parachute payment" within 
the meaning of Section 280G(b)(2) of the Code, (including 
by reason of Section 280G(b)(4)(A) of the Code) and, in 
calculating the Excise Tax, no portion of such Total 
Payments shall be taken into account which constitutes 
reasonable compensation for services actually rendered, 
within the meaning of section 280G(b)(4)(B) of the Code, in 
excess of the Base Amount (within the meaning of Section 
280G(b)(3) of the Code) allocable to such reasonable com-
pensation, and (iii) the value of any non-cash benefit or 
any deferred payment or benefit included in the Total Pay-
ments shall be determined by the Company in accordance with 
the principles of Sections 280G(d)(3) and (4) of the Code. 
 Prior to the payment of benefits under the Plan, the Com-
pany shall provide Participant with its calculation of the 
amounts referred to in this Section and such supporting 
materials as are reasonably necessary for Participant to 
evaluate the Company's calculations.  


		Executed this 22nd day of September, 1995.


                   PENNSYLVANIA POWER & LIGHT COMPANY



                   By:   /s/ John M. Chappelear	
                        John M. Chappelear
                        Vice President-Investments &
                        Pensions


              PENNSYLVANIA POWER & LIGHT COMPANY

              EXECUTIVE RETIREMENT SECURITY PLAN



                       TABLE OF CONTENTS


ARTICLE                                         PAGE



I	Purpose                                     1

II	Definitions                                 2

III	Eligibility                                12

IV	Security Benefit                           13

V	Termination Procedures                     17

VI	Time of Payment                            20

VII	Method of Payment                          21

VIII	Miscellaneous                              25

IX	Termination or Amendment                   30

X	Effective Date                             31

XI	Limitation on Payments                     32

 




 

 














	08/31/95