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                      PP&L RESOURCES, INC.

                   DIRECTORS RETIREMENT PLAN

                   EFFECTIVE JANUARY 1, 1988



























	                                              Amended & Restated
	                                        as of the Effective Time



                     PP&L RESOURCES, INC.

                   DIRECTORS RETIREMENT PLAN

                   EFFECTIVE JANUARY 1, 1988

                      TABLE OF CONTENTS

ARTICLE	                    PAGE

I	Purpose                            I-1

II	Definitions                       II-1

III	Eligibility                      III-1

IV	Retirement Benefits               IV-1

V	Deferred Compensation              V-1

VI	Status of Plan                    VI-1

VII	Rights Nonassignable             VII-1

VIII	Administration                  VIII-1

IX	Termination                       IX-1

X	Amendment                          X-1

XI	Liquidation                       XI-1

XII	Miscellaneous                    XII-1

XIII	Effective Date                  XIII-1









                       PP&L RESOURCES, INC.
                    DIRECTORS RETIREMENT PLAN        


                            ARTICLE I
                            Purpose  
1.1 	The purpose of this Retirement Plan is to provide Directors of 
 PP&L Resources, Inc., who are not employees of PP&L or 
Resources, with pension payments after retirement in 
recognition of their service to Resources and to assure that 
the overall compensation arrangements for Directors are 
adequate to attract and retain highly qualified individuals.


                            ARTICLE II
                            Definitions 
2.1 	"Board" or "Board of Directors" means the board of directors 
of  Resources.
2.2	"Change in Control" - means any one of the following events: 
 (a) any change in control of Resources 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 two consecutive 
years, individuals who at the beginning of such period 
constitute the Board of Resources cease for any reason to 
constitute at least a majority thereof unless the election, or 
the nomination for election, of each new director was approved 
by a vote of at least two-thirds of the directors then still 
in office who were directors at the beginning of such period; 
(c) any person (within the meaning of Section 13(d) of the 
Exchange Act) 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 stockholders of 
Resources of any merger or consolidation of Resources with any 
other corporation or the sale or other disposition of all or 
substantially all of the assets of Resources 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 Resources as constituted 
immediately prior thereto shall constitute at least a majority 
of the directors of the continuing, surviving or transferee 
corporation and any parent thereof; or (e) the Board of 
Resources adopts a resolution to the effect that a "Change in 
Control" has occurred or is anticipated to occur.
2.3 	"Director" means an individual serving on the Board of 
Directors who is not an employee of  Resources, or who served 
on the board of directors of PP&L prior to the Effective Time, 
and was not an employee of PP&L.
2.4 	"EBPB" means the Employee Benefit Plan Board, the members of 
which are appointed by the board of directors of PP&L.
2.5	"Effective Time" means the date as defined in the Agreement 
and Plan of Exchange between Pennsylvania Power & Light 
Company and PP&L Resources, Inc.
2.6	"Participant" means a Director, former Director, or the 
beneficiary of such Director or former Director, who is 
eligible for or entitled to receive benefits under this Plan.
2.7	"Plan" means this Directors Retirement Plan, originally 
effective January 1, 1988.
2.8	"PP&L" means Pennsylvania Power & Light Company.
2.9	"Resources" means PP&L Resources, Inc.
2.10 	"Service" means any period during which an individual is 
serving on the Board of Directors of  Resources or the board 
of directors of PP&L but is not an employee of PP&L or 
Resources.


                            ARTICLE III
                            Eligibility 
3.1 	All Directors shall be eligible to participate in this Plan as 
of the later of January 1, 1988 or the effective date of their 
first election as a Director.  An employee of PP&L or 
Resources who is a member of the Board of Directors who 
retires or otherwise terminates his employment but continues 
as a member of the Board shall be eligible to participate as 
of the date of his termination of employment with PP&L or 
Resources.  
3.2 	A Director shall be eligible for retirement benefits hereunder 
upon completion of at least three (3) years of Service.  


                            ARTICLE IV
                        Retirement Benefits 
4.1 	Participants shall be paid an annual retirement benefit in 
accordance with the terms and conditions of this Plan.
4.2 	A Director's annual retirement benefit shall be a percentage 
of the annual retainer in effect at the time of the Director's 
retirement from the Board as shown below:
                                             Benefit as 
          Years of Service                a % of Retainer

                 3                                 15
                 4                                 20
                 5                                 25
                 6                                 30
                 7                                 35
                 8                                 40
                 9                                 45
                10 and over                        50

4.3 	A Director shall be credited with Service for any period 
during which he was a Director  including Service prior to 
January 1, 1988.
4.4 	Benefits for partial years of Service will be determined by 
interpolating the percent of the annual retainer from the 
table in Section 4.2 on the basis of the Director's completed 
months of Service.  (For example, 3 years and 6 months Service 
provides a benefit of 17.5% of retainer.)
4.5 	Meeting fees are not considered as a part of the annual 
retainer for purposes of this Plan.
4.6 	Payment of retirement benefits hereunder shall be in the form 
of monthly payments for a period of 120 months commencing on 
the first day of the month following the later of the 
Director's attainment of age 65 or actual retirement from the 
Board.
4.7 	In the event of the Director's death prior to receiving full 
payment, the present value of the balance of the 120 month 
entitlement shall be paid to the Director's beneficiary in a 
single sum.  
4.8 	In the event a Director dies prior to retirement from the 
Board, no benefits shall be paid under this Plan.
4.9 	In the event a Director dies after retirement from the Board 
but before he becomes entitled to receive benefits under 
Section 4.6 above, his entire 120 month entitlement shall be 
paid to his beneficiary as provided in Section 4.7 above.


                            ARTICLE V
                      Deferred Compensation 
5.1 	Benefits determined under this Plan will be based upon the 
Director's full annual retainer entitlement and shall not be 
reduced by any amount that a Director may elect to defer under 
the Directors Deferred Compensation Plan.


                            ARTICLE VI
                          Status of Plan 
6.1 	This Plan is a nonqualified supplemental retirement plan.  As 
such, all payments from this Plan shall be made from the 
general assets of  Resources.  This Plan shall not require  
Resources to set aside, segregate, earmark, pay into trust or 
special account or otherwise restrict the use of its assets in 
the operation of its business.  A Participant shall have no 
greater right or status than as an unsecured creditor of  
Resources with respect to any amounts owed to any Participant 
hereunder.


                            ARTICLE VII
                       Rights Nonassignable 
7.1 	All payments to persons entitled to benefits hereunder shall 
be made to such persons and shall not be grantable, trans-
ferable 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.  In addition, 
such payments shall not be subject to garnishment, attachment 
or any other legal process of creditors of such persons.   
Resources 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  
Resources harmless from any claim that arises out of 
Resources' 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.


                            ARTICLE VIII
                           Administration 
8.1	Administration.  EBPB shall have the discretionary authority 
and final right to interpret, construe and make benefit 
determinations (including eligibility and amount) under the 
Plan.  The decisions of  EBPB are final and conclusive for all 
purposes.  


                             ARTICLE IX
                             Termination 
9.1 	The Board of Directors may terminate this Plan at any time.  
Upon termination of the Plan, benefits shall be paid in 
accordance with Article IV hereof to any Participant who was 
entitled to receive retirement benefits under Sections 4.7 or 
4.9 prior to the date of termination of the Plan or to any 
Director who has prior to the date of termination:  
	  a)  satisfied the eligibility requirements of Article III, 

	  b)  retired from the Board of Directors  and 

	  c)  has not commenced benefits.  

	No other payments shall be made to any person under the Plan 
after the date of termination including but not limited to 
Directors who meet the eligibility requirements of Article III 
but who have not retired from the Board as of the date of Plan 
termination. 


                             ARTICLE X
                             Amendment 
10.1 	The Board of Directors may, in its discretion, amend this Plan 
from time to time.  In addition, 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  Resources or significantly alter the benefit 
design or eligibility requirements of the Plan.  No amendment 
shall divest any Participant without his consent of rights to 
which he would have been entitled under Article VIII if the 
Plan had been terminated on the effective date of such 
amendment.


                            ARTICLE XI
                            Liquidation 
11.1 	Notwithstanding Articles IX and X,  upon a Change in Control, 
the EBPB shall have the right to determine the present value 
of the total amount payable under Article IV to all 
Participants and to cause the amount so determined to be paid 
in one or more installments or upon such other terms and 
conditions and at such other time as the EBPB determines to be 
just and equitable.  The present value of the total amount 
payable under Article IV shall be determined using the 
assumptions used in the most recent actuarial report for the 
PP&L Retirement Plan prior to the Change in Control.


                           ARTICLE XII
                           Miscellaneous 
12.1 	If the person to receive payment is deemed by the EBPB or is 
adjudged to be legally incompetent, the payments shall be made 
to the duly appointed guardian of such incompetent, or they 
may be made to such person or persons who the EBPB believes 
are caring for or supporting such incompetent; and the receipt 
by such person or persons shall be a complete acquittance for 
the payment of the benefit.
12.2 	The expenses of administration hereunder shall be borne by  
Resources. 
12.3 	This Plan shall be construed, administered and enforced 
according to the laws of the Commonwealth of Pennsylvania.
12.4 	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 context.


                           ARTICLE XIII
                           Effective Date 
13.1	The effective date of this Plan is January 1, 1988.  The 
effective date of this Amendment and Restatement is the 
Effective Time.

	 Executed this 23rd day of January, 1995.


                      PP&L RESOURCES, INC.



                      By:  /s/ John M. Chappelear        
                         John M. Chappelear
                         Chairman
                         Employee Benefit Plan Board