<PAGE>

                      EXECUTION COPY










                       PP&L, INC.
              PP&L CAPITAL FUNDING, INC.,
                     as Borrowers
                 PP&L RESOURCES, INC.,
          as Guarantor of the obligations of 
             PP&L Capital Funding, Inc.



                    $150,000,000


           364-DAY REVOLVING CREDIT AGREEMENT


                   _________________



              Dated as of November 20, 1997









                                          [CS&M #6700-601]











<PAGE>
                       TABLE OF CONTENTS


                                                       Page

SECTION 1.    Amounts and Terms of Loans .............    1
        1.1   Commitments .............................   1 
        1.2   Notices of Borrowing ....................   2
        1.3   Disbursement of Funds ...................   2
        1.4   Repayment of Loans; Evidence of Debt.....   3
        1.5   Special Payment Provisions...............   4
        1.6   Fees ....................................   5
        1.7   Reductions in Total Commitments .........   6
        1.8   Compensation ............................   6

SECTION 1A.   Letters of Credit. ......................   6

SECTION 2.    Interest ................................  11

        2.1   Rates of Interest .......................  11
        2.2   Determination of Rate of Borrowing.......  12
        2.3   Interest Payment Dates ..................  12
        2.4   Conversions; Interest Periods ...........  13
        2.5   Increased Costs, Illegality, Etc. .......  14
        2.6   Extension of Expiry Date ................  18

SECTION 3.    Payments ................................  20
        3.1   Payments on Non-Business Days ...........  20
        3.2   Voluntary Prepayments ...................  20
        3.3   Method and Place of Payment, Etc. .......  21
        3.4   Net Payments ............................  21

SECTION 4.    Conditions Precedent ....................  22

        4.1   Conditions to Effectiveness ............  22
        4.2A  Conditions to Each Loan to PPL and 
              Each Issuance of Letter of Credit on
              behalf of PPL ..........................  24
        4.2B  Conditions to Each Loan to Finance Co.
              and Each Issuance of a Letter of 
              Credit on behalf of Finance Co. ........  25
SECTION 5.A   Covenants of PPL .......................  26
        5.1A  Financial Statements ...................  26
        5.2A  Mergers ................................  27
        5.3A  Ratings ................................  27
        5.4A  Consolidated Indebtedness to 
              Consolidated Capitalization.............  27

SECTION 5.B   Covenants of Finance Co. and Resources..  28
        5.1B  Financial Statements ...................  28
        5.2B  Mergers ................................  29
        5.3B  Ratings ................................  30
        5.4B  Liens ..................................  30
        5.5B  Consolidated Indebtedness to 
              Consolidated Capitalization ............  30

SECTION 6.A   Events of Default for PPL ..............  30
        6.1A  Representations, Etc. ..................  30
        6.2A  Principal and Interest .................  30
        6.3A  Defaults by PPL Under Other Agreements .  30
        6.4A  Judgments ..............................  31
        6.5A  Bankruptcy, Etc. .......................  31
        6.6A  Other Covenants ........................  32

SECTION 6.B   Events of Default for Finance Co. .....  32
        6.1B  Representations, Etc. .................  32
        6.2B  Principal and Interest ................  32
        6.3B  Defaults by PPL, Finance Co. or 
              Resources Under This Agreement or 
              Other Agreements ......................  32
        6.4B  Judgments .............................  33
        6.5B  Bankruptcy, Etc. ......................  33
        6.6B  Other Covenants .......................  34
        6.7B  Events of Default With Respect to PPL .  34

SECTION 7.A   Representations and Warranties of PPL .  35
        7.1A  Corporate Status ......................  35
        7.2A  Authority; No Conflict ................  36
        7.3A  Legality, Etc. ........................  36
        7.4A  Financial Statements ..................  36
        7.5A  Litigation ............................  36
        7.6A  No Violation ..........................  36
        7.7A  ERISA .................................  37
        7.8A  Consents ..............................  37
        7.9A  Subsidiaries ..........................  37
        7.10A Investment Company Act ................  37
        7.11A Public Utility Holding Company Act ....  37
        7.12A Tax Returns ...........................  37
        7.13A Compliance with Laws ..................  38

SECTION 7.B   Representations and Warranties of 
              Finance Co. and Resources .............  38
        7.1B  Corporate Status ......................  38
        7.2B  Authority; No Conflict ................  38
        7.3B..Legality, Etc. ........................  38
        7.4B  Financial Statements ..................  39
        7.5B  Litigation ............................  39
        7.6B  No Violation ..........................  39
        7.7B  ERISA .................................  39
        7.8B  Consents ..............................  40
        7.9B  Investment Company Act ................  40
        7.10B Public Utility Holding Company Act ....  40
        7.11B Tax Returns ...........................  40
        7.12B Compliance with Laws ..................  40

SECTION 8.    Agent .................................  41
        8.1   Appointment ...........................  41
        8.2   Nature of Duties ......................  41
        8.3   Rights, Exculpation, Etc. .............  42
        8.4   Reliance ..............................  42
        8.5   Indemnification .......................  43
        8.6   The Agent, Individually ...............  43
        8.7   Resignation by the Agent ..............  43

SECTION 9.    Resources' Guarantee ..................  44

SECTION 10.   Miscellaneous .........................  46
        10.1  Definitions ...........................  46
        10.2  Accounting Principles .................  58
        10.3  Exercise of Rights ....................  58

        10.4  Amendment and Waiver ..................  59
        10.5  Expenses; Indemnification .............  59
        10.6  Successors and Assigns ................  60
        10.7  Notices, Requests, Demands ............  64
        10.8  Survival of Representations and 
              Warranties ............................  64
        10.9  Governing Law .........................  64
        10.10 Counterparts ..........................  64
        10.11 Effectiveness .........................  65
        10.12 Transfer of Office ....................  65
        10.13 Proration of Payments .................  65
        10.14 Jurisdiction; Consent to Service 
              of Process ............................  66
        10.15 WAIVER OF JURY TRIAL ..................  67
        10.16 Headings Descriptive ..................  67


EXHIBIT A - Form of Opinion of general counsel or senior 
counsel of PPLC, Finance Co. and Resources

EXHIBIT B - Form of Opinion of Reid & Priest LLP
EXHIBIT C - Form of Extension Letter
EXHIBIT D1- Form of PPL Compliance Certificate
EXHIBIT D2- Form of Resources Compliance Certificate



















<PAGE>
	364-DAY REVOLVING CREDIT AGREEMENT, dated as of 
November 20, 1997, among PP&L, INC., a Pennsylvania 
corporation ("PPL"), and PP&L CAPITAL FUNDING, INC., a 
Delaware corporation ("Finance Co."), as Borrowers; PP&L 
RESOURCES, INC., a Pennsylvania corporation ("Resources"), 
as guarantor of the obligations of Finance Co. hereunder; 
the banks listed on Schedule I hereto (each a "Bank" and 
collectively the "Banks"); and THE CHASE MANHATTAN BANK, as 
fronting bank (in such capacity, the "Fronting Bank"), as 
collateral agent (in such capacity, the "Collateral Agent") 
and as Agent for the Banks to the extent and in the manner 
provided in Section 8 below (in such capacity, the "Agent") 
(all capitalized terms used herein shall have the meanings 
specified therefor in Section 10.1 unless otherwise defined 
herein).


                   W I T N E S S E T H :


	WHEREAS, subject to and upon the terms and conditions 
set forth herein, the Banks are willing to make available to 
PPL and Finance Co. the credit facility herein provided for 
working capital and other general corporate purposes of the 
Borrowers, including investments in, or loans to, affiliates 
of the Borrowers;


	NOW, THEREFORE, it is agreed:


	SECTION 1.  Amounts and Terms of Loans.

	1.1  Commitments.  Subject to and upon the terms and 
conditions herein set forth, each Bank severally and not 
jointly agrees, at any time and from time to time prior to 
the Expiry Date, as such date may be extended pursuant to 
Section 2.6, to make a loan or loans (each a "Loan" and 
collectively for all Banks, the "Loans") to PPL or Finance 
Co., as requested by such Borrower, which Loans (i) shall at 
the option of PPL or Finance Co., as applicable, be 
initially maintained as Base Rate Loans or Eurodollar Loans, 
provided that all the Loans made by all the Banks at any one 
Borrowing to a Borrower hereunder must be either all Base 
Rate Loans or all Eurodollar Loans, (ii) may be repaid and 
borrowed in accordance with the provisions hereof and 
(iii) shall not exceed in aggregate principal amount at any 
time outstanding the difference between such Bank's 
Commitment and the L/C Exposure of such Bank at such time.

	1.2  Notices of Borrowing.  Whenever a Borrower  
desires to make a Borrowing hereunder, it shall give the 
Agent at the Payment Office (i) no later than 12:00 Noon 
(New York time) at least three Business Days' prior written 
notice or telephonic notice (confirmed in writing) of each 
Eurodollar Loan to be made hereunder and (ii) no later than 
10:00 A.M. (New York time) on the date of such Borrowing 
written notice or telephonic notice (confirmed in writing) 
of each Base Rate Loan to be made hereunder.  Each such 
notice (each a "Notice of Borrowing") shall state that the 
Borrowing is being made hereunder and shall specify the 
aggregate principal amount the applicable Borrower desires 
to borrow hereunder, the date of Borrowing (which shall be a 
Business Day), the Type of Loans to be made pursuant to such 
Borrowing and the Interest Period to be applicable thereto. 
 The Agent shall promptly give each Bank telephonic notice 
(confirmed in writing) of the proposed Borrowing, of such 
Bank's proportionate share thereof and of the other matters 
covered by the Notice of Borrowing.  Each Borrowing shall be 
in an integral multiple of $500,000 and not less than 
$10,000,000 and shall be made from each Bank in the 
proportion which its respective Commitment bears to the 
Total Commitment except as otherwise specifically provided 
in Section 2.5.  The failure of any Bank to make any Loan 
required hereby shall not release any other Bank from its 
obligation to make Loans as provided herein.

	1.3  Disbursement of Funds.  (a) No later than 12:00 
Noon (New York time) (or, in the case of Base Rate Loans, 
2:00 P.M. (New York time)) on the date specified in each 
Notice of Borrowing each Bank will make available the amount 
of its pro rata portion of the Loans requested to be made on 
such date in U.S. dollars and in immediately available 
funds, to the Agent at the Payment Office.  The Agent will 
make available to the applicable Borrower not later than 
1:00 P.M. (New York time) (or, in the case of Base Rate 
Loans, 3:00 P.M. (New York time)) on such date at the 
Payment Office the aggregate of the amounts in immediately 
available funds made available by the Banks against delivery 
to the Agent at the Payment Office, or at such other office 
as the Agent may specify, of the documents and papers 
provided for herein.  The Agent shall deliver the documents 
and papers received by it for the account of each Bank to 
such Bank or upon its order.  

	(b) If the Fronting Bank shall not have received from a 
Borrower the payment required to be made by such Borrower 
pursuant to Section 1A(e) within the time specified in such 
Section, the Fronting Bank will promptly notify the Agent of 
the L/C Disbursement and the Agent will promptly notify each 
Bank of such L/C Disbursement and its Applicable Percentage 
thereof.  Not later than 2:00 P.M. (New York time) on such 
date (or, if such Bank shall have received such notice later 
than 12:00 Noon (New York time) on any day, no later than 
10:00 A.M. (New York time) on the immediately following 
Business Day), each Bank will make available the amount of 
its Applicable Percentage of such L/C Disbursement (it being 
understood that such amount shall be deemed to constitute a 
Base Rate Loan of such Bank and such payment shall be deemed 
to have reduced the L/C Exposure) in immediately available 
funds, to the Agent at the Payment Office, and the Agent 
will promptly pay to the Fronting Bank amounts so received 
by it from the Banks.  The Agent will promptly pay to the 
Fronting Bank any amounts received by it from such Borrower 
pursuant to Section 1A(e) prior to the time that any Bank 
makes any payment pursuant to this paragraph (b), and any 
such amounts received by the Agent thereafter will be 
promptly remitted by the Agent to the Banks that shall have 
made such payments and to the Fronting Bank, as their 
interests may appear.  If any Bank shall not have made its 
Applicable Percentage of such L/C Disbursement available to 
the Agent as provided above, such Bank agrees to pay 
interest on such amount, for each day from and including the 
date such amount is required to be paid in accordance with 
this paragraph to but excluding the date such amount is 
paid, to the Agent for the account of the Fronting Bank at, 
for the first such day, the Federal Funds Rate, and for each 
day thereafter, the Base Rate.

	1.4  Repayment of Loans; Evidence of Debt.  (a) The 
outstanding principal balance of each Loan shall be payable 
by the Borrower to which such Loan was made on the Expiry 
Date, subject to the provisions of Section 2.6.  Each Loan 
shall bear interest from the date thereof on the outstanding 
principal balance thereof as set forth in Section 2.1.  Each 
Bank shall maintain in accordance with its usual practice an 
account or accounts evidencing the indebtedness to such Bank 
resulting from each Loan made by such Bank from time to time 
to each Borrower, including the amounts of principal and 
interest payable and paid to such Bank from time to time 
under this Agreement.  The Agent shall maintain the Register 
pursuant to Section1.4(b), and a subaccount for each Bank 
and each Borrower, in which Register and subaccounts (taken 
together) shall be recorded (i) the amount of each Loan made 
hereunder, the Type of each Loan made and the Interest 
Period applicable thereto, (ii) the amount of any principal 
or interest due and payable or to become due and payable 
from the applicable Borrower to each Bank hereunder and 
(iii) the amount of any sum received by the Agent hereunder 
from each Borrower and each Bank's share thereof.  The 
entries made in the Register and accounts maintained 
pursuant to this Section 1.4 shall be prima facie evidence 
of the existence and amounts of the obligations therein 
recorded; provided, however, that the failure of any Bank or 
the Agent to maintain such account, such Register or such 
subaccount, as applicable, or any error therein shall not in 
any manner affect the obligations of each Borrower to repay 
the Loans in accordance with their terms.  The obligations 
of the Borrowers with respect to their respective Loans 
shall be several, not joint.

	(b)  The Agent shall maintain at the Payment Office a 
register for the recordation of the names and addresses of 
the Banks, the Commitments of the Banks from time to time, 
and the principal amount of the Loans owing to each Bank 
from each Borrower from time to time (the "Register").  The 
entries in the Register shall be conclusive and binding for 
all purposes, absent manifest error.  The Register shall be 
available for inspection by each Borrower, the Agent or any 
Bank at any reasonable time and from time to time upon 
reasonable prior notice.

	1.5  Special Payment Provisions.  Unless the Agent 
shall have been notified by any Bank prior to any date of a 
Borrowing that such Bank does not intend to make available 
to the Agent such Bank's portion of the Loans to be made on 
such date, the Agent may assume that such Bank has made such 
amount available to the Agent on such date of a Borrowing 
and the Agent may, in reliance upon such assumption, make 
available to the applicable Borrower a corresponding amount. 
 If such amount is not in fact made available to the Agent 
by such Bank, the Agent shall be entitled to recover such 
amount on demand from such Bank.  If such Bank does not pay 
such amount forthwith upon the Agent's demand therefor, the 
Agent shall promptly notify the applicable Borrower and the 
applicable Borrower shall pay such amount to the Agent.  The 
Agent shall also be entitled to recover from such Bank or 
the applicable Borrower, as the case may be, interest on 
such amount in respect of each day from the date such amount 
was made available by the Agent to the applicable Borrower 
to the date such amount is recovered by the Agent, at a rate 
per annum equal to (i) in the case of such Bank, the Federal 
Funds Rate and (ii) in the case of either Borrower, the 
applicable rate provided in  Section 2.1 for the applicable 
Type of Loan.  Nothing herein shall be deemed to relieve any 
Bank from its obligation to fulfill its Commitment hereunder 
or to prejudice any rights which the applicable Borrower may 
have against any Bank as a result of the failure of such 
Bank to perform its obligations hereunder.

	1.6  Fees.  (a) The Borrowers agree to pay to the Agent 
for pro rata distribution to each Bank a Commitment  Fee 
(the "Commitment Fee"), for the period from the Closing Date 
until the Expiry Date (or such earlier date as the Total 
Commitment shall be terminated as to both Borrowers), on the 
average daily unused amount of the Commitments, computed at 
the Applicable Commitment Fee Percentage per annum computed 
on the basis of the number of days actually elapsed over a 
year of 365 or 366 days and payable quarterly in arrears on 
the last day of each calendar quarter and on the Expiry Date 
(or such earlier date as the Total Commitment shall be 
terminated as to both Borrowers).

	(b) Each Borrower agrees to pay to the Agent for pro 
rata distribution to each Bank a fee (an "L/C Participation 
Fee"), for the period from the Closing Date until the Expiry 
Date (or such earlier date as all Letters of Credit shall be 
canceled or expire and the Total Commitment shall be 
terminated as to both Borrowers), on that portion of the 
average daily L/C Exposure attributable to Letters of Credit 
issued for the account of such Borrower (excluding the 
portion thereof attributable to unreimbursed L/C 
Disbursements), at the rate per annum equal to the 
Applicable Eurodollar Margin from time to time in effect for 
such Borrower and payable quarterly in arrears on the last 
day of each calendar quarter and on the date on which the 
Total Commitment shall be terminated as provided herein.  
All L/C Participation Fees shall be computed on the basis of 
the number of days actually elapsed over a year of 365 or 
366 days.

	1.7  Reductions in Total Commitments.  The Borrowers 
shall have the right, upon at least 3 Business Days' prior 
written notice to the Agent at the Payment Office (which 
notice the Agent shall promptly transmit to each of the 
Banks), to reduce permanently the Total Commitment, in an 
aggregate amount equal to an integral multiple of $1,000,000 
and not less than $10,000,000, or to terminate the 
unutilized portion of the Total Commitment, provided that 
(i) any such reduction or termination shall apply 
proportionately to the Commitments of the Banks and (ii) no 
such termination or reduction shall be made that would 
reduce the Total Commitments to an amount less than the sum 
 of the aggregate outstanding principal amount of Loans and 
the aggregate L/C Exposure.

	1.8  Compensation.  The applicable Borrower shall 
compensate each Bank, upon such Bank's written request given 
promptly after learning of the same, for all losses, 
expenses and liabilities (including, without limitation, any 
interest paid by such Bank to lenders of funds borrowed by 
it to make or carry its Eurodollar Loans and any loss 
sustained by such Bank in connection with the re-employment 
of such funds), which the Bank sustains:  (i) if for any 
reason  (other than a failure of such Bank to perform its 
obligations) a Borrowing of any Eurodollar Loan does not 
occur on a date specified therefor in a Notice of Borrowing 
or notice of conversion (whether or not withdrawn or 
canceled pursuant to Section 2.5 or otherwise), (ii) if any 
repayment or conversion (pursuant to Section 2.5 or 
otherwise) of any of its Eurodollar Loans occurs on a date 
which is not the last day of the Interest Period applicable 
thereto, or (iii) without duplication of any amounts paid 
pursuant to Section 2 hereof, as a consequence of any other 
default by such Borrower to repay its Eurodollar Loans when 
required by the terms of this Agreement.  A certificate as 
to any amounts payable to any Bank under this Section 1.8 
submitted to the applicable Borrower by such Bank shall show 
the amount payable and the calculations used to determine 
such amount and shall, absent manifest error, be final, 
conclusive and binding upon all parties hereto.


	SECTION 1A.  Letters of Credit.  (a)  General.  A 
Borrower may from time to time request the issuance of 
Letters of Credit for its own account (for obligations of 
such Borrower or any of its Subsidiaries, or in the case of 
Finance Co., for any of Resources' Subsidiaries (other than 
PPL and its Subsidiaries)), denominated in dollars, in form 
reasonably acceptable to the Agent and the Fronting Bank, at 
any time and from time to time while the Commitments remain 
in effect.  This Section shall not be construed to impose an 
obligation upon the Fronting Bank to issue any Letter of 
Credit that is inconsistent with the terms and conditions of 
this Agreement.

	(b)  Notice of Issuance, Amendment, Renewal, Extension; 
Certain Conditions.  In order to request the issuance of a 
Letter of Credit (or to amend, renew or extend an existing 
Letter of Credit), the applicable Borrower shall hand 
deliver or telecopy to the Fronting Bank and the Agent 
(reasonably in advance of the requested date of issuance, 
amendment, renewal or extension) a notice requesting the 
issuance of a Letter of Credit, or identifying the Letter of 
Credit to be amended, renewed or extended, the date of 
issuance, amendment, renewal or extension, the date on which 
such Letter of Credit is to expire (which shall comply with 
paragraph (c) below), the amount of such Letter of Credit, 
the name and address of the beneficiary thereof and such 
other information as shall be necessary to prepare such 
Letter of Credit.  A Letter of Credit shall be issued, 
amended, renewed or extended only if, and upon issuance, 
amendment, renewal or extension of each Letter of Credit the 
applicable Borrower shall be deemed to represent and warrant 
that, after giving effect to such issuance, amendment, 
renewal or extension (A) the L/C Exposure shall not exceed 
$5,000,000 and (B) the Aggregate Credit Exposure shall not 
exceed the Total Commitment.

	(c)  Expiration Date.  Each Letter of Credit shall 
expire at the close of business on the date that is five 
Business Days prior to the Expiry Date, unless such Letter 
of Credit expires by its terms on an earlier date.

	(d)  Participations.  By the issuance of a Letter of 
Credit and without any further action on the part of the 
Fronting Bank or the Banks, the Fronting Bank hereby grants 
to each Bank, and each such Bank hereby acquires from the 
Fronting Bank, a participation in such Letter of Credit 
equal to such Bank's Applicable Percentage from time to time 
of the aggregate amount available to be drawn under such 
Letter of Credit, effective upon the issuance of such Letter 
of Credit.  In consideration and in furtherance of the 
foregoing, each Bank hereby absolutely and unconditionally 
agrees to pay to the Agent, for the account of the Fronting 
Bank, such Bank's proportionate share of each L/C 
Disbursement made by the Fronting Bank and not reimbursed by 
the applicable Borrower forthwith on the date due as 
provided in Section 1.3(b).  Each Bank acknowledges and 
agrees that its obligation to acquire participations 
pursuant to this paragraph in respect of Letters of Credit 
is absolute and unconditional and shall not be affected by 
any circumstance whatsoever, including the occurrence and 
continuance of a Default or an Event of Default or the 
termination of the Commitments, and that each such payment 
shall be made without any offset, abatement, withholding or 
reduction whatsoever.

	(e)  Reimbursement.  If the Fronting Bank shall make 
any L/C Disbursement in respect of a Letter of Credit, the 
applicable Borrower shall pay to the Agent an amount equal 
to such L/C  Disbursement not later than two hours after the 
applicable Borrower shall have received notice from the 
Fronting Bank that payment of such draft will be made, or, 
if the applicable Borrower shall have received such notice 
later than 10:00 A.M. (New York time) on any Business Day, 
not later than 10:00 A.M. (New York time) on the immediately 
following Business Day.

	(f)  Obligations Absolute.  The applicable Borrower's 
obligations to reimburse L/C Disbursements as provided in 
paragraph (e) above shall be absolute, unconditional and 
irrevocable, and shall be performed strictly in accordance 
with the terms of this Agreement, under any and all 
circumstances whatsoever, and irrespective of:

	(i) any lack of validity or enforceability of any 
Letter of Credit or any Loan Document, or any term or 
provision therein; 

	(ii) any amendment or waiver of or any consent to 
departure from all or any of the provisions of any Letter of 
Credit or any Loan Document;

	(iii) the existence of any claim, setoff, defense or 
other right that the applicable Borrower, any other party 
guaranteeing, or otherwise obligated with, either Borrower 
or any subsidiary or other affiliate thereof or any other 
person may at any time have against the beneficiary under 
any Letter of Credit, the Fronting Bank, the Agent or any 
Bank or any other person, whether in connection with this 
Agreement, any other Loan Document or any other related or 
unrelated agreement or transaction;

	(iv) any draft or other document presented under a 
Letter of Credit proving to be forged, fraudulent, invalid 
or insufficient in any respect or any statement therein 
being untrue or inaccurate in any respect;

	(v) payment by the Fronting Bank under a Letter of 
Credit against presentation of a draft or other document 
that does not comply with the terms of such Letter of 
Credit; and

	(vi) any other act or omission to act or delay of any 
kind of the Fronting Bank, the Banks, the Agent or any other 
person or any other event or circumstance whatsoever, 
whether or not similar to any of the foregoing, that might, 
but for the provisions of this Section, constitute a legal 
or equitable discharge of the applicable Borrower's 
obligations hereunder.


	Without limiting the generality of the foregoing, it is 
expressly understood and agreed that the absolute and 
unconditional obligation of the Borrowers hereunder to 
reimburse L/C Disbursements will not be excused by the gross 
negligence or wilful misconduct of the Fronting Bank.  
However, the foregoing shall not be construed to excuse the 
Fronting Bank from liability to the applicable Borrower to 
the extent of any direct damages (as opposed to 
consequential damages, claims in respect of which are hereby 
waived by the applicable Borrower to the extent permitted by 
applicable law) suffered by the applicable Borrower that are 
caused by the Fronting Bank's gross negligence or wilful 
misconduct in determining whether drafts and other documents 
presented under a Letter of Credit comply with the terms 
thereof; it is understood that the Fronting Bank may accept 
documents that appear on their face to be in order, without 
responsibility for further investigation, regardless of any 
notice or information to the contrary and, in making any 
payment under any Letter of Credit (i) the Fronting Bank's 
exclusive reliance on the documents presented to it under 
such Letter of Credit as to any and all matters set forth 
therein, including reliance on the amount of any draft 
presented under such Letter of Credit, whether or not the 
amount due to the beneficiary thereunder equals the amount 
of such draft and whether or not any document presented 
pursuant to such Letter of Credit proves to be insufficient 
in any respect, if such document on its face appears to be 
in order, and whether or not any other statement or any 
other document presented pursuant to such Letter of Credit 
proves to be forged or invalid or any statement therein 
proves to be inaccurate or untrue in any respect whatsoever 
and (ii) any noncompliance in any immaterial respect of the 
documents presented under such Letter of Credit with the 
terms thereof shall, in each case, be deemed not to 
constitute wilful misconduct or gross negligence of the 
Fronting Bank.

	(g)  Disbursement Procedures.  The Fronting Bank shall, 
promptly following its receipt thereof, examine all 
documents purporting to represent a demand for payment under 
a Letter of Credit.  The Fronting Bank shall as promptly as 
possible give telephonic notification, confirmed by 
telecopy, to the Agent and the applicable Borrower (and, if 
the applicable Borrower is Finance Co., Resources) of such 
demand for payment and whether the Fronting Bank has made or 
will make an L/C Disbursement thereunder; provided that any 
failure to give or delay in giving such notice shall not 
relieve the applicable Borrower of its obligation to 
reimburse the Fronting Bank and the Banks with respect to 
any such L/C Disbursement.  The Agent shall promptly give 
each Bank notice thereof.

	(h)  Interim Interest.  If the Fronting Bank shall make 
any L/C Disbursement in respect of a Letter of Credit, then, 
unless the applicable Borrower shall reimburse such L/C 
Disbursement in full on the date thereof, the unpaid amount 
thereof shall bear interest for the account of the Fronting 
Bank, for each day from and including the date of such L/C 
Disbursement, to but excluding the earlier of the date of 
payment by the applicable Borrower or the date on which 
interest shall commence to accrue on the Base Rate Loans 
resulting from such L/C Disbursement as provided in 
Section 1.3(b), at the rate per annum that would apply to 
such amount if such amount were a Base Rate Loan.

	(i)  Cash Collateralization.  If any Event of Default 
with respect to a Borrower shall occur and be continuing, 
such Borrower shall, on the Business Day it receives notice 
from the Agent or the Required Banks thereof and of the 
amount to be deposited, deposit in an account with the 
Collateral Agent, for the benefit of the Banks, an amount in 
cash equal to the portion of the L/C Exposure attributable 
to Letters of Credit issued for the account of such Borrower 
and outstanding as of such date.  Such deposit shall be held 
by the Collateral Agent as collateral for the payment and 
performance of the obligations under this Agreement.  The 
Collateral Agent shall have exclusive dominion and control, 
including the exclusive right of withdrawal, over such 
account.  Such deposits shall not bear interest.  Moneys in 
such account shall automatically be applied by the Agent to 
reimburse the Fronting Bank for L/C Disbursements 
attributable to Letters of Credit issued for the account of 
the Borrower depositing such moneys for which the Fronting 
Bank has not been reimbursed, and any remaining amounts will 
either (i) be held for the satisfaction of the reimbursement 
obligations of such Borrower for the L/C Exposure at such 
time or (ii) if the maturity of the Loans of such Borrower 
has been accelerated, be applied to satisfy the obligations 
of such Borrower under this Agreement.  If a Borrower is 
required to provide an amount of cash collateral hereunder 
as a result of the occurrence of an Event of Default, such 
amount (to the extent not applied as aforesaid) shall be 
returned to such Borrower within three Business Days after 
all Events of Default have been cured or waived.

	SECTION 20  Interest.

	2.1  Rates of Interest.  (a)  Each Borrower agrees to 
pay interest in respect of the unpaid principal amount of 
each Base Rate Loan made to it from the date the proceeds 
thereof are made available to it until prepayment pursuant 
to Section 3 or maturity (whether by acceleration or 
otherwise) at a rate per annum which shall be the Base Rate 
in effect from time to time.

	(b)  Each Borrower agrees to pay interest in respect of 
the unpaid principal amount of each Eurodollar Loan made to 
it from the date the proceeds thereof are made available to 
it until prepayment pursuant to Section 3 or maturity 
(whether by acceleration or otherwise) at a rate per annum 
which shall be the relevant Quoted Rate plus the Applicable 
Eurodollar Margin.

	(c)  Each Borrower agrees to pay interest in respect of 
overdue principal of, and (to the extent permitted by law) 
overdue interest in respect of, each Loan made to it, on 
demand, at a rate per annum which shall be 2% in excess of 
the Base Rate in effect from time to time.

	(d)  Interest shall be computed on the actual number of 
days elapsed on the basis of a 360-day year; provided, 
however, that for any rate of interest determined by 
reference to the Prime Rate, interest shall be computed on 
the actual number of days elapsed on the basis of a year of 
365 or 366 days.

	(e)  In computing interest on the Loans, the date of 
the making of a Loan shall be included and the date of 
payment shall be excluded, provided, however, that if a Loan 
is repaid on the same day on which it is made, such day 
shall nevertheless be included in computing interest 
thereon.

	2.2  Determination of Rate of Borrowing.  As soon as 
practicable after 10:00 A.M. (New York time) on the second 
Business Day prior to the commencement of any Interest 
Period with respect to a Eurodollar Loan, the Agent shall 
determine (which determination, absent manifest error, shall 
be final, conclusive and binding upon all parties) the rate 
of interest which shall be applicable to such Eurodollar 
Loan for the Interest Period applicable thereto and shall 
promptly give notice thereof (in writing or by telephone, 
confirmed in writing) to the applicable Borrower and the 
Banks.  In the event that there is no applicable rate for 
such Eurodollar Loan:  (i) the Agent shall promptly give 
notice thereof (in writing or by telephone, confirmed in 
writing) to the applicable Borrower and the Banks and 
(ii) such Loan shall be deemed to have been requested to be 
made as a Base Rate Loan and (iii) the rate applicable to 
such Loan shall be the Base Rate in effect from time to 
time.

	2.3  Interest Payment Dates.  Accrued interest shall be 
payable (i) in respect of each Eurodollar Loan, at the end 
of the Interest Period relating thereto and in respect of 
each Loan with an Interest Period of longer than 3 months, 
on each 3-month anniversary of the first day of such 
Interest Period, (ii) in respect of each Base Rate Loan, at 
the end of each Interest Period relating thereto and 
(iii) in respect of each Loan, on any prepayment (on the 
amount prepaid), at maturity (whether by acceleration or 
otherwise) and, after maturity, on demand.

	2.4 Conversions; Interest Periods.  (a)  Each Borrower 
shall have the option to convert on any Business Day, all or 
a portion at least equal to $10,000,000 of the outstanding 
principal amount of the Loans made to it pursuant to one or 
more Borrowings of one Type of Loans into a Borrowing or 
Borrowings of another Type of Loan, provided that (i) except 
as provided in Section 2.5(b), Eurodollar Loans may be 
converted into Base Rate Loans only on the last day of an 
Interest Period applicable thereto and no partial conversion 
of a Borrowing of Eurodollar Loans shall reduce the 
outstanding principal amount of the Loans pursuant to such 
Borrowing to less than $10,000,000 and (ii) Loans may only 
be converted into Eurodollar Loans if no Default or Event of 
Default with respect to such Borrower is in existence on the 
date of the conversion.  Each such conversion shall be 
effected by such Borrower by giving the Agent at its Payment 
Office, prior to 12:00 Noon (New York time), at least three 
Business Days (or by 12:00 Noon on the same Business Day in 
the case of a conversion into Base Rate Loans) prior written 
notice (or telephonic notice promptly confirmed in writing) 
(each a "Notice of Conversion") specifying the Loans to be 
so converted, the Borrowing or Borrowings pursuant to which 
such Loans were made, the Type of Loans to be converted into 
and, if to be converted into a Borrowing of Eurodollar 
Loans, the Interest Period to be initially applicable 
thereto.  The Agent shall give each Bank prompt notice of 
any such proposed conversion affecting any of its Loans.

	(b)  At the time a Borrower gives a Notice of Borrowing 
or Notice of Conversion in respect of the making of, or 
conversion into, a Borrowing of Eurodollar Loans (in the 
case of the initial Interest Period applicable thereto) or 
prior to 12:00 Noon (New York time) on the third Business 
Day prior to the expiration of an Interest Period applicable 
to a Borrowing of Eurodollar Loans (in the case of any 
subsequent Interest Period), such Borrower shall have the 
right to elect, by giving the Agent written notice (or 
telephonic notice promptly confirmed in writing), the 
Interest Period applicable to such Borrowing, which Interest 
Period shall, at the option of such Borrower, be a one, two, 
three or six month period or, subject to availability on the 
part of each Bank, such shorter period as ends on the Expiry 
Date.  Notwithstanding anything to the contrary contained 
above:

	(i)  the initial Interest Period for any Borrowing of 
Eurodollar Loans shall commence on the date of such 
Borrowing (including the date of any conversion from a 
Borrowing of Base Rate Loans) and each Interest Period 
occurring thereafter in respect of such Borrowing shall 
commence on the day on which the next preceding Interest 
Period expires;

	(ii)  if any Interest Period applicable to a Borrowing 
of Eurodollar Loans begins on a day for which there is no 
numerically corresponding day in the calendar month at the 
end of such Interest Period, such Interest Period shall end 
on the last Business Day of such calendar month;

	(iii)  no Interest Period in respect of any Borrowing 
of Loans shall extend beyond the Expiry Date; and

	(iv)  all Eurodollar Loans comprising a Borrowing shall 
at all times have the same Interest Period.

	If upon the expiration of any Interest Period, a 
Borrower has failed to elect a new Interest Period to be 
applicable to the respective Borrowing of Eurodollar Loans 
as provided above or is unable to elect a new Interest 
Period as a result of Section 2.4(a)(ii) above, such 
Borrower shall be deemed to have elected to convert such 
Borrowing into a Borrowing of Base Rate Loans effective as 
of the expiration date of such current Interest Period.

	2.5  Increased Costs, Illegality, Etc.  (a)  In the 
event that any Bank (including the Agent and the Fronting 
Bank) shall have reasonably determined (which determination 
shall be final and conclusive and binding upon all parties 
but, with respect to the following clauses (i), (ii) and 
(iii), shall be made only after consultation with the 
applicable Borrower and the Agent on the date of such 
determination) that:

	(i)  on any date for determining the Quoted Rate for 
any Interest Period, by reason of any change after the date 
hereof affecting the interbank Eurodollar market or 
affecting the position of such Bank (if a Reference Bank), 
in such market, adequate and fair means do not exist for 
ascertaining the applicable interest rate by reference to 
the Quoted Rate; or

	(ii)  at any time, by reason of (y) any change after 
the date hereof in any applicable law or governmental rule, 
regulation or order (or any interpretation thereof by a 
governmental authority or otherwise (provided that, in the 
case of an interpretation not by a governmental authority, 
such interpretation shall be made in good faith and shall 
have a reasonable basis) and including the introduction of 
any new law or governmental rule, regulation or order), to 
the extent not provided for in clause (iii) below, or (z) in 
the case of Eurodollar Loans, other circumstances affecting 
such Bank or the interbank Eurodollar market or the position 
of such Bank in such market, the Quoted Rate shall not 
represent the effective pricing to such Bank for funding or 
maintaining the affected Eurodollar Loan; or

	(iii)  at any time, by reason of the requirements of 
Regulation D or other official reserve requirements, the 
Quoted Rate shall not represent the effective pricing to 
such Bank for  funding or maintaining the affected 
Eurodollar Loan; or

	(iv)  at any time, that the making or continuance of 
any Eurodollar Loan or the issuance of any Letter of Credit 
has become unlawful by compliance by such Bank or by the 
Fronting Bank in good faith with any law, governmental rule, 
regulation, guideline or order, or would cause severe 
hardship to such Bank or to the Fronting Bank as a result of 
a contingency occurring after the date hereof which 
materially and adversely affects the interbank Eurodollar 
market; 

then, and in any such event, the Bank so affected shall on 
such date of determination give notice (by telephone 
confirmed in writing) to each applicable Borrower and to the 
Agent (who shall give similar notice to each Bank) of such 
determination.  Thereafter, (x) in the case of clause (i), 
(ii) or (iii) above, each applicable Borrower shall pay to 
such Bank, upon written demand therefor, such additional 
amounts deemed in good faith by such Bank to be material (in 
the form of an increased rate of, or a different method of 
calculating, interest or otherwise as such Bank in its 
discretion shall determine) as shall be required to cause 
such Bank to receive interest with respect to its affected 
Eurodollar Loan at a rate per annum equal to the then 
Applicable Eurodollar Margin in excess of the effective 
pricing to such Bank to make or maintain such Eurodollar 
Loan and (y) in the case of clause (iv), each applicable 
Borrower shall take one of the actions specified in 
Section 2.5(b) as promptly as possible and, in any event, 
within the time period required by law.  A certificate as to 
additional amounts owed any such Bank, showing in reasonable 
 detail the basis for the calculation thereof, submitted to 
each applicable Borrower and the Agent by such Bank shall, 
absent manifest error, be final, conclusive and binding upon 
all of the parties hereto.

	(b)  At any time that any of its Loans are affected by 
the circumstances described in Section 2.5(a) each 
applicable Borrower may (i) if the affected Eurodollar Loan 
is then being made pursuant to a Borrowing, cancel said 
Borrowing by giving the Agent notice thereof by telephone 
(confirmed in writing) on the same date that such Borrower 
was notified by the affected Bank pursuant to Section 2.5(a) 
or (ii) if the affected Eurodollar Loan is then outstanding, 
upon at least 3 Business Days' written notice to the Bank, 
require the Bank to convert such Eurodollar Loan into a Base 
Rate Loan; provided that if more than one Bank is affected 
at any time, then all affected Banks must be treated in the 
same manner pursuant to this Section 2.5(b).

	(c)  In the event that a Borrower shall be paying 
additional amounts to a Bank pursuant to Section 2.5(a)(i), 
(ii) or (iii) or Section 2.5(d) (and, in the case of 
Section 2.5(d), such Bank has not eliminated the increased 
costs by designating a new Applicable Lending Office) or is 
unable to incur a Eurodollar Loan from such Bank because of 
the existence of a condition described in Section 2.5(a)(iv) 
(any such Bank, an "Affected Bank") covering a period of 90 
consecutive days, the Borrowers, the Agent and the Affected 
Bank shall consult with a view towards (but being under no 
obligation to) amending this Agreement, with the consent of 
the Banks other than the Affected Bank (the "Unaffected 
Banks") which, at such time, have outstanding two-thirds of 
the aggregate principal amount of the Loans outstanding 
hereunder (exclusive of the aggregate principal amount of 
the Loans outstanding of the Affected Bank), to provide for 
(i) the termination of the Affected Bank's Commitment, 
provided that such termination is accompanied by payment in 
full of the outstanding amount of all Loans of the Affected 
Bank, interest accrued on such amount to the date of payment 
and all other liabilities and obligations of the Borrowers 
hereunder (including, without limitation, amounts payable 
pursuant to Section 1.8, Section 2.5(a) or Section 2.5(d)) 
with respect to the Affected Bank, and (ii) the substitution 
of another bank for the Affected Bank and/or the increase, 
pro rata or otherwise, of the Commitments of the Unaffected 
Banks or otherwise, so that the Total Commitment remains the 
amount which would be applicable in the absence of the 
occurrence of clause (i) of this Section 2.5(c); provided 
that no Commitment of any Unaffected Bank may be changed 
without the consent of such Bank.

	(d)  If any Bank reasonably determines at any time that 
any applicable law or governmental rule, regulation, order 
or request (whether or not having the force of law) 
concerning capital adequacy, or any change in interpretation 
or administration thereof by any governmental authority, 
central bank or comparable agency, will have the effect of 
increasing the amount of capital required or expected to be 
maintained by such Bank based on the existence of such 
Bank's Commitment hereunder or its obligations hereunder or 
under any Letter of Credit, then promptly upon receipt of a 
written demand from such Bank meeting the requirements of 
this Section 2.5(d), the applicable Borrowers agree to pay 
such Bank such additional amounts as shall be required to 
compensate such Bank for the increased cost to such Bank of 
making Loans to (or issuing Letters of Credit for the 
account of) the Borrowers, as a result of such increase in 
capital for the first Compensation Period (as defined 
below).  After the initial written demand for payment in 
respect of this Section 2.5(d) is delivered to the 
applicable Borrowers by such Bank, written demand for 
payment may be submitted for each Compensation Period 
thereafter that this Agreement remains in effect as to such 
Bank.  Each such written demand shall (i) specify (a) the 
event pursuant to which such Bank is entitled to claim the 
additional amount, (b) the date on which the event occurred 
and became applicable to the Bank and (c) the Compensation 
Period for which the amount is due and (ii) set out in 
reasonable detail the basis and computation of such 
additional amount.  Each period for which the additional 
amounts may be claimed by such Bank (a "Compensation 
Period") shall be the lesser of (x) the number of days 
actually elapsed since the date the event occurred and 
became applicable to such Bank or (y) 90 days.  Payments 
made by the applicable Borrowers to any Bank in respect of 
this Section 2.5(d) shall be made on the last day of the 
Compensation Period specified in each written demand with a 
final payment to be made on the date of termination of this 
Agreement as to such Bank.  Provided that each Bank acts 
reasonably and in good faith and uses averaging and 
attribution methods which are reasonable in determining any 
additional amounts due under this Section 2.5(d), such 
Bank's determination of compensation owing under this 
Section 2.5(d) shall, absent manifest error, be final and 
conclusive and binding on all the parties hereto.  No Bank 
shall be entitled to compensation under this Section 2.5(d) 
for any costs incurred with respect to any date unless it 
shall have notified the applicable Borrowers that it will 
demand compensation for such costs not more than 60 days 
after the later of (i) such date and (ii) the date on which 
it shall have become aware of such costs.

	(e)  Each Bank agrees that, upon the occurrence of any 
event giving rise to the operation of Section 2.5(d) with 
respect to such Bank, such Bank shall, if requested by the 
Borrowers, designate another Applicable Lending Office for 
any Loans affected by such event with the objective of 
eliminating, avoiding or mitigating the consequence of the 
event giving rise to the operation of such section; provided 
that such Bank and its Applicable Lending Office shall not, 
in the sole judgment of such Bank, suffer any economic, 
legal or regulatory disadvantage.  Nothing in this 
Section 2.5(e) shall affect or postpone any of the 
obligations of a Borrower or the right of any Bank provided 
in Section 2.5(d).


	2.6  Extension of Expiry Date.  (i)  The Borrowers may, 
by sending an Extension Letter to the Agent (in which case 
the Agent shall promptly deliver a copy to each of the 
Banks), not less than 30 days and not more than 45 days 
prior to the Expiry Date then in effect (the "Current Expiry 
Date"), request that the Banks extend the Expiry Date so 
that it will occur 364 days after the Current Expiry Date.  
Each Bank, acting in its sole discretion, shall, by notice 
to the Agent given not less than 20 days and not more than 
30 days prior to the Current Expiry Date, advise the Agent 
in writing whether or not such Bank agrees to such extension 
(each Bank that so advises the Agent that it will not extend 
the Expiry Date being referred to herein as a "Non-extending 
Bank"); provided that any Bank that does not advise the 
Agent by the 20th day prior to the Current Expiry Date shall 
be deemed to be a Non-extending Bank.  The election of any 
Bank to agree to such extension shall not obligate any other 
Bank to agree.

	(ii)  (A)  If Banks holding Commitments that aggregate 
at least 51% of the Total Commitment on that 20th day prior 
to the Current Expiry Date shall not have agreed to extend 
the Expiry Date, then the Current Expiry Date shall not be 
so extended and the outstanding principal balance of all 
loans and other amounts payable hereunder shall be payable 
on the Current Expiry Date.  (B)  If (and only if) Banks 
holding Commitments that aggregate at least 51% of the Total 
Commitment on the 20th day prior to the Current Expiry Date 
shall have agreed to extend the Expiry Date, then the Expiry 
Date applicable to the Banks that are not Non-extending 
Banks shall be the day that is 364 days after the Current 
Expiry Date.  In the event of such extension, the Commitment 
of each Non-extending Bank shall terminate on the Current 
Expiry Date, all Loans and other amounts payable hereunder 
to such Non-extending Banks shall become due and payable on 
the Current Expiry Date and the Total Commitment of the 
Banks hereunder shall be reduced by the Commitments of Non-
extending Banks so terminated on and after such Current 
Expiry Date.


	(iii)  In the event that the conditions of clause (B) 
of paragraph (ii) above have been satisfied, the Borrowers 
shall have the right on or before the Current Expiry Date, 
at their own expense, to require any Non-extending Bank to 
transfer and assign without recourse (except as to title and 
the absence of Liens created by it) (in accordance with and 
subject to the restrictions contained in Section 10.6) all 
its interests, rights and obligations under this Agreement 
(including with respect to any L/C Exposure) to one or more 
other banks or other financial institutions (which may 
include any Bank) (each, an "Additional Commitment Bank"), 
provided that (x) such Additional Commitment Bank, if not 
already a Bank hereunder, shall be subject to the approval 
of the Agent (not to be unreasonably withheld), (y) such 
assignment shall become effective as of the Current Expiry 
Date and (z) the Additional Commitment Bank, shall pay to 
such Non-extending Bank in immediately available funds on 
the effective date of such assignment the principal of and 
interest accrued to the date of payment on the Loans made by 
such Non-extending Bank hereunder and all other amounts 
accrued for such Non-extending Bank's account or owed to it 
hereunder.  Notwithstanding the foregoing, no extension of 
the Expiry Date shall become effective unless, on the 
Current Expiry Date the conditions set forth in paragraphs 
(a), (b) and (d) of Sections 4.2A and 4.2B shall be 
satisfied (with all references in such paragraphs to the 
making of a Loan or issuance of a Letter of Credit being 
deemed to be references to the extension of the Commitments 
on the Current Expiry Date) and the Agent shall have 
received a certificate to that effect dated the Current 
Expiry Date and executed by a responsible officer of each of 
the Borrowers and Resources.

	SECTION 3.  Payments.

	3.1  Payments on Non-Business Days.  Whenever any  
payment to be made hereunder shall be stated to be due on a 
day which is not a Business Day, the due date thereof shall 
be extended to the next succeeding Business Day and, if a 
payment of principal has been so extended, interest shall be 
payable on such principal at the applicable rate during such 
extension.


	3.2  Voluntary Prepayments.  Each Borrower shall have 
the right to prepay its Loans in whole or in part, without 
premium or penalty, from time to time pursuant to this 
Section 3.2 on the following terms and conditions:  (i) the 
applicable Borrower shall give the Agent at the Payment 
Office at least 3 Business Days' prior written notice or 
telephonic notice (confirmed in writing) of its intent to 
prepay such Loans, which notice shall specify the amount of 
such prepayment and the specific Borrowing to be prepaid, 
which notice the Agent shall promptly transmit to each of 
the Banks; (ii) each prepayment shall be in an integral 
multiple of $1,000,000 and not less than $10,000,000 (or, if 
less, the amount then remaining outstanding in respect of 
the Borrowing being prepaid); (iii) each prepayment in 
respect of Loans made pursuant to one Borrowing shall be 
applied pro rata among the Banks on the basis of such Loans, 
except as otherwise provided in Section 2.5; (iv) at the 
time of any prepayment, the applicable Borrower shall pay 
all interest accrued on the principal amount of said 
prepayment and, if the applicable Borrower prepays any 
Eurodollar Loan on any day other than the last day of an 
Interest Period applicable thereto, the applicable Borrower 
shall compensate the Banks for losses sustained as a result 
of such prepayment to the extent and as provided in 
Section 1.8.

	3.3  Method and Place of Payment, Etc.  Except as 
expressly provided herein, all payments under this Agreement 
shall be made to the Agent for the ratable account of the 
Banks not later than Noon (New York time) on the date when 
due and shall be made in freely transferable U.S. dollars 
and in immediately available funds at the Payment Office 
(or, if such payment is made in respect of principal of or 
interest on any Eurodollar Loan, for the account of such 
non-U.S. office of the Agent as the Agent may from time to 
time direct).  Unless the Agent shall have been notified by 
the applicable Borrower prior to the date on which any 
payment to be made by the applicable Borrower hereunder is 
due that the applicable Borrower does not intend to remit 
such payment, the Agent may, at its discretion, assume that 
the applicable Borrower has remitted such payment when so 
due and the Agent may, at its discretion and in reliance 
upon such assumption, make available to each Bank (for the 
account of its applicable lending office) on such payment 
date an amount equal to such Bank's share of such assumed 
payment.  If the applicable Borrower has not in fact 
remitted such payment to the Agent, each Bank shall 
forthwith on demand repay to the Agent the amount of such 
assumed payment made available to such Bank together with 
interest thereon in respect of each day from and including 
the date such amount was made available by the Agent to such 
Bank to the date such amount is repaid to the Agent at a 
rate per annum equal to the Federal Funds Rate. On the 
commencement date of each Interest Period and on each date 
occurring two Business Days prior to an Interest Payment 
Date, the Agent shall notify the applicable Borrower of the 
amount of interest and/or fees due at the end of such 
Interest Period or on such Interest Payment Date (assuming, 
in the case of Base Rate Loans, that there is no change in 
the rate of interest applicable to the applicable Base Rate 
Loan); provided, however, that failure to so notify the 
applicable Borrower shall not affect such Borrower's 
obligation to make any such payments.

	3.4  Net Payments.  All payments under this Agreement 
shall be made without set-off or counterclaim and in such 
amounts as may be necessary in order that all such payments 
of principal and interest in connection with Loans (after 
deduction or withholding for or on account of (i) any 
present or future taxes, levies, imposts, duties or other 
charges of whatsoever nature imposed by any government or 
any political subdivision or taxing authority thereof, other 
than any tax (except such taxes referred to in clause (ii) 
below) on or measured by the net income of a Bank pursuant 
to the income tax laws of the jurisdiction where such Bank's 
principal or lending office is located or in which such Bank 
maintains a place of business (collectively the "Taxes") and 
(ii) deduction of an amount equal to any taxes on or 
measured by the net income payable by any such Bank with 
respect to the amount by which the payments required to be 
made by this Section 3.4 exceed the amount otherwise 
specified to be paid under this Agreement) shall not be less 
than the amounts otherwise specified to be paid under this 
Agreement.  A certificate as to any additional amounts 
payable to any Bank under this Section 3.4 submitted to the 
applicable Borrower by such Bank shall show in reasonable 
detail the amount payable and the calculations used to  
determine such amount and shall, absent manifest error, be 
final, conclusive and binding upon all parties hereto.  With 
respect to each deduction or withholding for or on account 
of any Taxes, the applicable Borrower shall promptly furnish 
to each Bank such certificates, receipts and other documents 
as may be required (in the judgment of such Bank) to 
establish any tax credit to which such Bank may be entitled.

	SECTION 4.  Conditions Precedent.

	4.1  Conditions to Effectiveness.  On the Closing Date:

	(a)  The Agent shall have received from the general 
counsel or senior counsel of PPL a favorable opinion dated 
the Closing Date substantially in the form of Exhibit A 
hereto.

	(b)  The Agent shall have received an opinion of Reid & 
Priest LLP, counsel for PPL, Finance Co. and Resources, 
addressed to the Agent, the Fronting Bank and the Banks, 
dated the Closing Date, with respect to the enforceability 
of this Agreement against PPL and Finance Co., and with 
respect to the enforceability of the guarantee hereunder by 
Resources of the obligations of Finance Co. against 
Resources, substantially in the form of Exhibit B hereto.

	(c)  All corporate and legal proceedings and all 
instruments in connection with the transactions contemplated 
by this Agreement (including resolutions of the Board of 
Directors of PPL, Finance Co. and Resources and certificates 
as to the incumbency of the officers signing this Agreement 
or any certificate delivered in connection herewith) shall 
be satisfactory in form and substance to the Agent, and the 
Agent shall have received all information and copies of all 
documents that it has requested, such documents where 
appropriate to be certified by proper corporate or 
governmental authorities.

	(d)  The Agent shall have received from each of the 
Banks, the Fronting Bank, PPL, Finance Co. and Resources a 
duly executed and delivered counterpart hereof.

	(e)  The conditions set forth in Sections 4.2A and 4.2B 
(other than Section 4.2A(c) and Section 4.2B(c)) shall have 
been satisfied.

	(f)  The Agent shall have received evidence 
satisfactory to it of the termination of the Revolving 
Credit Agreement dated as of August 30, 1994, among PPL, the 
banks party thereto and The Chase Manhattan Bank (as 
successor by merger to Chemical Bank), as agent for the 
banks.

	(g)  The Agent shall have received evidence 
satisfactory to it of the termination of the Revolving 
Credit Agreement dated as of May 30, 1996, as amended as of 
May 27, 1997, among Resources, the banks party thereto and 
The Chase Manhattan Bank as fronting bank, collateral agent 
and agent for the banks.

	(h)  The Agent shall have received a certificate signed 
by appropriate officers of PPL stating that all regulatory 
approvals necessary to permit PPL to enter into this 
Agreement and to perform its obligations hereunder have been 
obtained and are in full force and effect and attaching 
evidence of all such regulatory approvals. 



	4.2A  Conditions to Each Loan to PPL and Each Issuance 
of a Letter of Credit for the account of PPL.  The 
obligation of each Bank to make each Loan to PPL (excluding 
any conversions of one Type of Loan to another Type pursuant 
to Section 2.5(b)) and of the Fronting Bank to issue each 
Letter of Credit for the account of PPL hereunder is 
subject, at the time of the making of each such Loan and the 
issuance of each such Letter of Credit (except as 
hereinafter indicated), to the satisfaction of the following 
conditions, with the making of each such Loan and the 
issuance of each such Letter of Credit constituting a 
representation and warranty by PPL that the conditions 
specified in Sections 4.2A(a), (b), (d) and (e) below are 
then satisfied:

	(a)  No Default.  At the time of the making each such 
Loan to PPL, and the issuance of each Letter of Credit for 
the account of PPL and after giving effect thereto, there 
shall exist no Default or Event of Default with respect to 
PPL. 

	(b)  Representations and Warranties.  At the time of 
the making of each such Loan to PPL and the issuance of each 
such Letter of Credit for the account of PPL and after 
giving effect thereto, all representations and warranties 
contained in Section 7A hereof shall be true and correct 
with the same force and effect as though such 
representations and warranties had been made as of such 
time.  

	(c)	Notice of Borrowing.  The Agent shall have 
received Notice of Borrowing from PPL as required by 
Section 1.2 or, in the case of the issuance of a Letter of 
Credit, the Fronting Bank and the Agent shall have received 
a notice from PPL requesting the issuance of such Letter of 
Credit as required by Section 1A(b).

	(d)	No Adverse Change.  Since December 31, 1996, there 
shall have been no change in the business, assets, financial 
condition or operations of PPL and its Subsidiaries taken as 
a whole which materially and adversely affects the ability 
of PPL to perform any of its obligations hereunder. 

	(e)  Regulatory Approval.  The making of such Loan to 
PPL or the issuance of such Letter of Credit for the account 
of PPL shall not cause the aggregate dollar amount of Loans 
and Letters of Credit outstanding for the account of PPL to 
exceed the amount of such obligations for which PPL has 
obtained the necessary regulatory approval.

	4.2B  Conditions to Each Loan to Finance Co. and Each 
Issuance of a Letter of Credit for the account of Finance 
Co.  The obligation of each Bank to make each Loan to 
Finance Co. (excluding any conversions of one Type of Loan 
to another Type pursuant to Section 2.5(b)) and of the 
Fronting Bank to issue each Letter of Credit for the account 
of Finance Co. hereunder is subject, at the time of the 
making of each such Loan and the issuance of each such 
Letter of Credit (except as hereinafter indicated), to the 
satisfaction of the following conditions, with the making of 
each such Loan and the issuance of each such Letter of 
Credit constituting a representation and warranty by Finance 
Co. that the conditions specified in Sections 4.2B(a), (b) 
and (d) below are then satisfied:

	(a)  No Default.  At the time of the making of each 
such Loan to Finance Co. and the issuance of each Letter of 
Credit for the account of Finance Co. and after giving 
effect thereto, there shall exist no Default or Event of 
Default with respect to Finance Co.

	(b)  Representations and Warranties.  At the time of 
the making of each such Loan to Finance Co. and the issuance 
of each such Letter of Credit for the account of Finance Co. 
and after giving effect thereto, all representations and 
warranties contained in Section 7B hereof shall be true and 
correct with the same force and effect as though such 
representations and warranties had been made as of such 
time.  

	(c)	Notice of Borrowing.  The Agent shall have 
received Notice of Borrowing from Finance Co. as required by 
Section 1.2 or, in the case of the issuance of a Letter of 
Credit, the Fronting Bank and the Agent shall have received 
a notice from Finance Co. requesting the issuance of such 
Letter of Credit as required by Section 1A(b).

	(d)	No Adverse Change.  Since December 31, 1996, there 
shall have been no change in the business, assets, financial 
condition or operations of Resources and its Subsidiaries 
taken as a whole which materially and adversely affects the 
ability of Resources to perform any of its obligations 
hereunder. 


	SECTION 5.A  Covenants of PPL.

	While this Agreement is in effect and until the Total 
Commitment has been terminated with respect to PPL, all 
obligations of PPL hereunder shall have been paid in full 
and all Letters of Credit issued for the account of PPL 
shall have been canceled or have expired and all amounts 
drawn thereunder shall have been reimbursed in full, PPL 
agrees that:

	5.1A  Financial Statements.  PPL will furnish to each 
Bank:

	(a)  within 120 days after the end of each fiscal year 
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 for 
PPL and its consolidated Subsidiaries prepared in conformity 
with GAAP, with an opinion expressed by Price Waterhouse LLP 
or other independent auditors of recognized standing 
selected by it;

	(b)  within 60 days after the end of each of the first 
three quarters in each fiscal year, 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 for itself and its consolidated Subsidiaries prepared 
in conformity with GAAP;

	(c)  within 120 days after the end of each fiscal year, 
a copy of its Form 10-K Report to the Securities and 
Exchange Commission ("SEC") and within 60 days after the end 
of each of the first three quarters in each fiscal year, a 
copy of its Form 10-Q Report to the SEC;


	(d)  from time to time, with reasonable promptness, 
such further information regarding its business, affairs and 
financial condition as any Bank and the Fronting Bank may 
reasonably request; and

	(e)  upon acquiring knowledge of the existence of a 
Default or Event of Default with respect to it a certificate 
of a financial officer specifying:  (i) the nature of such 
Default or Event of Default, (ii) the period of the 
existence thereof, and (iii) the actions that PPL proposes 
to take with respect thereto.

	The financial statements required to be furnished 
pursuant to clauses (a) and (b) above shall be accompanied 
by a certificate of a principal financial officer of PPL to 
the effect that no Default or Event of Default with respect 
to it has occurred and is continuing.  The financial 
statements required to be furnished pursuant to clause (a) 
above shall also be accompanied by a Compliance Certificate 
in the form of Exhibit D-1 hereto ("PPL Compliance 
Certificate") demonstrating compliance with Section 5.4A.

	5.2A  Mergers.   PPL will not merge or consolidate with 
any Person if PPL is not the survivor unless (a) the 
survivor assumes the obligations of PPL hereunder, (b) the 
survivor is a utility whose business is not substantially 
different in character or composition from that of PPL and 
(c) the senior secured debt ratings of the survivor by 
Moody's and S&P as available (or if the ratings of Moody's 
and S&P are not available, of such other rating agency as 
shall be acceptable to the Agent), are at least equal to the 
ratings of PPL's First Mortgage Bonds (or other senior 
secured debt) immediately prior to such merger or 
consolidation.

	5.3A  Ratings.  PPL will use its best efforts to 
promptly notify the Banks upon obtaining knowledge of any 
change in, or cessation of, ratings of PPL's First Mortgage 
Bonds (or other senior secured debt) by Moody's or S&P.

	5.4A  Consolidated Indebtedness to Consolidated 
Capitalization.  The ratio of Consolidated Indebtedness of 
PPL to Consolidated Capitalization of PPL shall not exceed 
70% at any time.

	SECTION 5.B  Covenants of Finance Co. and Resources.

	While this Agreement is in effect and until the Total 
Commitment has been terminated with respect to Finance Co., 
all obligations of Finance Co. and Resources hereunder shall 
have been paid in full and all Letters of Credit issued for 
the account of Finance Co. shall have been canceled or have 
expired and all amounts drawn thereunder shall have been 
reimbursed in full, each of Finance Co. and Resources agrees 
that:

	5.1B  Financial Statements.  Resources will furnish to 
each Bank:

	(a)  within 120 days after the end of each fiscal year 
(i) 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 for 
Resources and its consolidated Subsidiaries prepared in 
conformity with GAAP, with an opinion expressed by Price 
Waterhouse LLP or other independent auditors of recognized 
standing selected by it and (ii) Resources' unconsolidated 
balance sheet as at the close of such fiscal year and 
statements of income, shareholders common equity and cash 
flows for such year;

	(b)  within 60 days after the end of each of the first 
three quarters in each fiscal year, 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 for (i) Resources and its consolidated Subsidiaries 
prepared in conformity with GAAP, and (ii) Resources' 
unconsolidated balance sheet as at the close of such 
quarterly period and statements of income, shareowners' 
common equity and cash flow for such quarterly period;

	(c)  within 120 days after the end of each fiscal year, 
a copy of Resources' Form 10-K Report to the Securities and 
Exchange Commission ("SEC") and within 60 days after the end 
of each of the first three quarters in each fiscal year, a 
copy of Resources' Form 10-Q Report to the SEC;

	(d)  from time to time, with reasonable promptness, 
such further information regarding Resources' business, 
affairs and financial condition as any Bank and the Fronting 
Bank may reasonably request; and

	(e)  upon acquiring knowledge of the existence of a 
Default or Event of Default with respect to Finance Co. a 
certificate of a financial officer of Resources and an 
officer of Finance Co. specifying:  (i) the nature of such 
Default or Event of Default, (ii) the period of the 
existence thereof, and (iii) the actions that Resources and 
Finance Co. propose to take with respect thereto.

	The financial statements required to be furnished 
pursuant to clauses (a) and (b) above shall be accompanied 
by a certificate of a principal financial officer of 
Resources to the effect that no Default or Event of Default 
with respect to Finance Co. has occurred and is continuing. 
 The financial statements required to be furnished pursuant 
to clause (a) above shall also be accompanied by a 
Compliance Certificate in the form of Exhibit D-2 hereto 
("Resources Compliance Certificate") demonstrating 
compliance with Section 5.5B.

	5.2B  Mergers.   (i) (1) Resources will not merge or 
consolidate with any Person if Resources is not the survivor 
unless (a) the survivor assumes Resources' obligations 
hereunder, (b) substantially all of the consolidated assets 
and consolidated revenues of the survivor are anticipated to 
come from a utility business or utility businesses and 
(c) the senior unsecured debt ratings of the survivor by 
Moody's or S&P, as available (or if the ratings of Moody's 
and S&P are not available, of such other rating agency as 
shall be acceptable to the Required Banks), are at least 
equal to the ratings of Resource's senior unsecured debt 
immediately prior to such merger or consolidation; (2) 
Resources will not dispose of any common stock of either 
Borrower or any securities convertible into common stock of 
either Borrower, except in connection with any merger or 
consolidation permitted under this Section 5.2B or under 
Section 5.2A, and except that Resources shall be allowed to 
sell, transfer or otherwise dispose of PPL's common stock to 
PPL.

	(ii) Finance Co. will not merge into or consolidate 
with any other Person except (a) Resources or a successor of 
Resources permitted by this Section or (b) any other Person 
which is a wholly owned subsidiary of Resources or a 
successor of Resources permitted by this Section.

	5.3B  Ratings.  Finance Co. and Resources will each use 
their best efforts to promptly notify the Banks upon 
obtaining knowledge of any change in, or cessation of, 
ratings of Resources' senior unsecured debt by Moody's or 
S&P.

	5.4B  Liens.   Resources will not create, incur, or 
suffer to exist any Lien in or on the common stock of PPL or 
Finance Co. or on securities convertible into the common 
stock of PPL or Finance Co. (in either case, now or 
hereafter acquired) other than Permitted Liens.

	5.5B  Consolidated Indebtedness to Consolidated 
Capitalization.  The ratio of Consolidated Indebtedness of 
Resources to Consolidated Capitalization of Resources shall 
not exceed 70% at any time.

	SECTION 6.A  Events of Default with Respect to PPL.

	Each of the following events shall constitute an "Event 
of Default" with respect to PPL:

	6.1A  Representations, Etc.  Any certificate furnished 
by PPL to the Banks and the Fronting Bank pursuant hereto 
shall prove to have been incorrect in any material respect 
or any of the representations and warranties made by PPL 
herein or in connection herewith shall prove to have been 
incorrect in any material respect when made; or

	6.2A  Principal and Interest.  PPL shall fail to make 
any payment of principal on any of its Loans or any other 
payment payable by PPL hereunder (including the 
reimbursement of any L/C Disbursement) when due or, in the 
case of interest or fees, within 10 days of the due date 
thereof; or

	6.3A  Defaults by PPL Under Other Agreements.  PPL 
shall (i) fail to pay any principal or interest, regardless 
of amount, due in respect of any Indebtedness in a principal 
amount in excess of $50,000,000 beyond any period of grace 
provided with respect thereto, or (ii) fail to observe or 
perform any other term, covenant, condition or agreement 
contained in any agreement or instrument evidencing or 
governing any such Indebtedness in a principal amount in 
excess of $50,000,000 beyond any period of grace provided 
with respect thereto if the effect of any failure referred 
to in this clause (ii) is to cause, or to permit the holder 
or holders of such Indebtedness or a trustee on its or their 
behalf to cause, such Indebtedness to become due prior to 
its stated maturity; or

	6.4A  Judgments.  PPL shall fail within 60 days to pay, 
bond or otherwise discharge any judgment or order for the 
payment of money in excess of $25,000,000 that is not stayed 
on appeal or otherwise being appropriately contested in good 
faith; or

	6.5A  Bankruptcy, Etc.   PPL 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 shall be commenced against PPL or such case 
shall be controverted but shall not be dismissed within 60 
days after the commencement of the case; or PPL shall not 
generally be paying its debts as they become due; or a 
custodian (as defined in the Bankruptcy Code) shall be 
appointed for, or shall take charge of, all or substantially 
all of the property of PPL or PPL shall commence any other 
proceeding under any  reorganization, arrangement, 
readjustment of debt, relief of debtors, dissolution, 
insolvency or liquidation or similar law of any jurisdiction 
whether now or hereafter in effect relating to PPL or there 
shall be commenced against PPL any such proceeding which 
remains undismissed for a period of 60 days or PPL shall be 
adjudicated insolvent or bankrupt; or PPL shall fail 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 
shall be entered; or PPL by any act or failure to act shall 
indicate its consent to, approval of or acquiescence in any 
such case or proceeding or in the appointment of any 
custodian or the like for it or any substantial part of its 
property or shall suffer any such appointment to continue 
undischarged or unstayed for a period of 60 days; or PPL 
shall make a general assignment for the benefit of 
creditors; or any corporate action shall be taken by PPL for 
the purpose of effecting any of the foregoing; or
	
	6.6A  Other Covenants.   PPL 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 PPL from the Agent or the Required Banks.


	SECTION 6.B  Events of Default with Respect to Finance 
Co.

	Each of the following events shall constitute an "Event 
of Default" with respect to Finance Co.:

	6.1B  Representations, Etc.  Any certificate furnished 
by Finance Co. or Resources to the Banks and the Fronting 
Bank pursuant hereto shall prove to have been incorrect in 
any material respect or any of the representations and 
warranties made by Finance Co. or Resources herein or in 
connection herewith shall prove to have been incorrect in 
any material respect when made; or

	6.2B  Principal and Interest.  Either Finance Co. or 
Resources shall fail to make any payment of principal on any 
Loan to Finance Co. or any other payment payable by Finance 
Co. or Resources hereunder (including the reimbursement of 
any L/C Disbursement) when due or, in the case of interest 
or fees, within 10 days of the due date thereof; or

	6.3B  Defaults by Finance Co. or Resources Under Other 
Agreements.  Finance Co. or Resources shall (i) fail to pay 
any principal or interest, regardless of amount, due in 
respect of any Indebtedness in a principal amount in excess 
of $40,000,000, in the case of Indebtedness of Resources or 
Indebtedness of Finance Co. guaranteed by Resources or, in 
the case of Indebtedness of Finance Co. not guaranteed by 
Resources, $10,000,000, if such failure shall continue 
beyond any period of grace provided with respect thereto, or 
(ii) fail to observe or perform any other term, covenant, 
condition or agreement contained in any agreement or 
instrument (including any term, covenant, condition or 
agreement herein) evidencing or governing any such 
Indebtedness in a principal amount in excess of, in the case 
of Indebtedness of Resources or Indebtedness of Finance Co. 
guaranteed by Resources, $40,000,000 or, in the case of 
Indebtedness of Finance Co. not guaranteed by Resources, 
$10,000,000, if such failure shall continue beyond any 
period of grace provided with respect thereto if the effect 
of any failure referred to in this clause (ii) is to cause, 
or to permit the holder or holders of such Indebtedness or a 
trustee on its or their behalf to cause, such Indebtedness 
to become due prior to its stated maturity; or

	6.4B  Judgments.  Finance Co. or Resources shall fail 
within 60 days to pay, bond or otherwise discharge any 
judgment or order for the payment of money in excess of 
$25,000,000 that is not stayed on appeal or otherwise being 
appropriately contested in good faith; or

	6.5B  Bankruptcy, Etc.   Finance Co. or Resources 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 shall be 
commenced against Finance Co. or Resources or such case 
shall be controverted but shall not be dismissed within 60 
days after the commencement of the case; or Finance Co. or 
Resources shall not generally be paying its debts as they 
become due; or a custodian (as defined in the Bankruptcy 
Code) shall be appointed for, or shall take charge of, all 
or substantially all of the property of Finance Co. or 
Resources or Finance Co. or Resources shall commence any 
other proceeding under any  reorganization, arrangement, 
readjustment of debt, relief of debtors, dissolution, 
insolvency or liquidation or similar law of any jurisdiction 
whether now or hereafter in effect relating to Finance Co. 
or Resources or there shall be commenced against Finance Co. 
or Resources any such proceeding which remains undismissed 
for a period of 60 days or Finance Co. or Resources shall be 
adjudicated insolvent or bankrupt; or Finance Co. or 
Resources shall fail 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 shall be entered; or Finance Co. or 
Resources by any act or failure to act shall indicate its 
consent to, approval of or acquiescence in any such case or 
proceeding or in the appointment of any custodian or the 
like for it or any substantial part of its property or shall 
suffer any such appointment to continue undischarged or 
unstayed for a period of 60 days; Finance Co. or Resources 
shall make a general assignment for the benefit of 
creditors; or any corporate action shall be taken by Finance 
Co. or Resources for the purpose of effecting any of the 
foregoing; or

	6.6B  Other Covenants.   Finance Co. or Resources 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 Finance Co. or 
Resources, as the case may be, from the Agent or the 
Required Banks; or

	6.7B  Events of Default with Respect to PPL.  An Event 
of Default shall occur with respect to PPL.

If any Event of Default with respect to PPL as specified in 
Section 6A shall then be continuing, then either or both of 
the following actions may be taken:  (i) the Agent, at the 
direction of the Required Banks, shall by written notice to 
PPL, declare the principal of and accrued interest in 
respect of all of PPL's outstanding Loans to be, whereupon 
the same and all other amounts due from PPL 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 PPL, anything contained 
herein to the contrary notwithstanding, and (ii) the Agent, 
at the direction of the Required Banks, shall by written 
notice to PPL, declare the Total Commitment as to PPL 
terminated, whereupon the Commitment of each Bank (insofar 
as it is available to PPL) and the obligation of each Bank 
to make its Loans hereunder to PPL and the obligation of the 
Fronting Back to issue Letters of Credit for the account of 
PPL hereunder shall terminate immediately and any accrued 
Commitment Fee owed by PPL shall forthwith become due and 
payable without any other notice of any kind; provided that 
if an Event of Default described in Section 6.5A shall occur 
with respect to PPL, the results which would otherwise occur 
only upon the giving of written notice by the Agent to PPL 
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 Banks to give such 
notice.

If any Event of Default with respect to Finance Co. as 
specified in Section 6B shall then be continuing, then 
either or both of the following actions may be taken:  
(i) the Agent, at the direction of the Required Banks, shall 
by written notice to Resources and Finance Co., declare the 
principal of and accrued interest in respect of all of 
Finance Co.'s outstanding Loans to be, whereupon the same 
and all other amounts due from Resources or Finance Co. 
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 Resources and 
Finance Co., anything contained herein to the contrary 
notwithstanding, and (ii) the Agent, at the direction of the 
Required Banks, shall, by written notice to Resources and 
Finance Co., declare the Total Commitment as to Finance Co. 
terminated (insofar as it is available to Finance Co.), 
whereupon the Commitment of each Bank and the obligation of 
each Bank to make its Loans to Finance Co. hereunder and the 
obligations of the Fronting Bank to issue Letters of Credit 
for the account of Finance Co. shall terminate immediately 
and any accrued Commitment Fee owed by Finance Co. shall 
forthwith become due and payable without any other notice of 
any kind; provided that if an Event of Default described in 
Section 6.5B shall occur with respect to Finance Co., the 
results which would otherwise occur only upon the giving of 
written notice by the Agent to Finance Co. 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 Banks to give such notice.

	SECTION 7.A  Representations and Warranties of PPL.

	In order to induce the Banks and the Fronting Bank to 
enter into this Agreement and to make the Loans to PPL and 
issue the Letters of Credit for the account of PPL, in each 
case, as provided for herein, PPL makes the following 
representations and warranties to the Banks and the Fronting 
Bank:

	7.1A  Corporate Status.  It 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 to borrow hereunder.

	7.2A  Authority; No Conflict.  The making and 
performance by it of 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 party.

	7.3A  Legality, Etc.  This Agreement constitutes the 
legal, valid and binding obligation of PPL, enforceable in 
accordance with its terms except to the extent limited by 
bankruptcy, insolvency or reorganization laws or by other 
laws relating to or affecting the enforceability of credi-
tors' rights generally and by general equitable principles 
which may limit the right to obtain equitable remedies.

	7.4A  Financial Statements.  The consolidated financial 
statements of PPL and its consolidated Subsidiaries for the 
year ended as at December 31, 1996, furnished to the Banks, 
fairly present its consolidated financial position at 
December 31, 1996 and the results of its consolidated opera-
tions for the year then ended and were prepared in 
accordance with GAAP.  Since that date there has been no 
adverse change in the business, assets, financial condition 
or operations of PPL that would materially and adversely 
affect the ability of PPL to perform any of its obligations 
hereunder.

	7.5A  Litigation.  Except as disclosed in or 
contemplated by PPL's Form 10-K Report to the SEC for the 
year ended December 31, 1996 or in any subsequent Form 10-Q 
Report or otherwise furnished in writing to the Banks, no 
litigation, arbitration or administrative proceeding is 
pending or, to its knowledge, threatened, which, if 
determined adversely to PPL, would materially and adversely 
affect its ability to perform any of its obligations under 
this Agreement.  There is no litigation, arbitration or 
administrative proceeding pending or, to the knowledge of 
PPL, threatened which questions the validity of this 
Agreement.

	7.6 A  No Violation.  No part of the proceeds of the 
borrowings by PPL under this Agreement or of any Letter of 
Credit issued for its account will be used, directly or in-
directly by PPL 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.  PPL 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."

	7.7A  ERISA.  There have not been any "reportable 
events," as that term is defined in Section 4043 of the 
Employee Retirement Income Security Act of 1974, as amended, 
which would result in a material liability to PPL.

	7.8A  Consents.  No authorization, consent or approval 
from governmental bodies or regulatory authorities is 
required for the making and performance by PPL of this 
Agreement, except such authorizations, consents and 
approvals as have been obtained prior to the making of any 
Loans or the issuance of any Letters of Credit and are in 
full force and effect at the time of the making of each Loan 
and the issuance of each Letter of Credit.

	7.9A  Subsidiaries.  The assets of all Subsidiaries of 
PPL do not comprise in the aggregate more than 20% of the 
total consolidated assets of PPL.

	7.10A  Investment Company Act.  PPL is not an 
"investment company" that is required to be registered under 
the Investment Company Act of 1940, as amended, in order not 
to be subject to the prohibitions of Section 7 of such Act.

	7.11A  Public Utility Holding Company Act.  PPL is a 
"holding company" within the meaning of the Public Utility 
Holding Company Act of 1935, as amended, but is exempt from 
such Act (except for the provisions of Section 9(a)(2) 
thereof) by virtue of an  order of the SEC pursuant to 
Section 3(a)(2) thereof. 

	7.12A  Tax Returns.  PPL has filed or caused to be 
filed all Federal, state, local and foreign tax returns or 
materials required to have been filed by it and has paid or 
caused to be paid all taxes due and payable by it and all 
assessments received by it, except taxes that are being 
contested in good faith by appropriate proceedings and for 
which PPL shall have set aside on its books appropriate 
reserves with respect thereto in accordance with GAAP.

	7.13A  Compliance with Laws.  PPL is in compliance with 
all laws, regulations and orders of any governmental 
authority except to the extent (A) such compliance is being 
contested in good faith by appropriate proceedings or 
(B) non-compliance would not reasonably be expected to 
materially and adversely affect its ability to perform any 
of its obligations hereunder.


	SECTION 7.B  Representations and Warranties of Finance 
Co. and Resources.

	In order to induce the Banks and the Fronting Bank to 
enter into this Agreement and to make the Loans to Finance 
Co. and issue the Letters of Credit for the account of 
Finance Co., in each case as provided for herein, each of 
Finance Co. and Resources makes the following 
representations and warranties to the Banks and the Fronting 
Bank:

	7.1B  Corporate Status.  Resources 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 
Finance Co. is duly incorporated, validly existing and in 
good standing under the laws of the State of Delaware, and 
has the corporate power to make and perform this Agreement 
and to borrow hereunder.

	7.2B  Authority; No Conflict.  The making and 
performance by Resources and Finance Co. of 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 Resources or Finance Co., 
as the case may be, is a party.

	7.3B  Legality, Etc.  This Agreement constitutes the 
legal, valid and binding obligation of each of Resources and 
Finance Co., enforceable against Resources or Finance Co., 
as the case may be, in accordance with its 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.

	7.4B  Financial Statements.  The consolidated financial 
statements of Resources for the year ended as at 
December 31, 1996, furnished to the Banks, fairly present 
Resources' consolidated financial position at December 31, 
1996 and the results of its consolidated operations for the 
year then ended and were prepared in accordance with GAAP.  
Since that date there has been no adverse change in the 
business, assets, financial condition or operations of 
Resources that would materially and adversely affect its 
ability to perform any of its obligations hereunder.

	7.5B  Litigation.  Except as disclosed in or 
contemplated by Resources's Form 10-K Report to the SEC for 
the year ended December 31, 1996, or in any subsequent Form 
10-Q Report or otherwise furnished in writing to the Banks, 
no litigation, arbitration or administrative proceeding 
against Resources or Finance Co. is pending or, to 
Resources' knowledge, threatened, which, if determined 
adversely, would materially and adversely affect the ability 
of Resources to perform any of its obligations under this 
Agreement.  There is no litigation, arbitration or 
administrative proceeding pending or, to the knowledge of 
Resources, threatened which questions the validity of this 
Agreement.

	7.6B  No Violation.  No part of the proceeds of the 
borrowings by Finance Co. under this Agreement or of any 
Letter of Credit issued for its account will be used, 
directly or indirectly by Finance Co. or any Subsidiary of 
Resources 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.  Neither Resources nor Finance Co. is 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."

	7.7B  ERISA.  There have not been any "reportable 
events," as that term is defined in Section 4043 of the 
Employee Retirement Income Security Act of 1974, as amended, 
which would result in a material liability to Resources.

	7.8B  Consents.  No authorization, consent or approval 
from governmental bodies or regulatory authorities is 
required for the making and performance by Resource or 
Finance Co. of this Agreement, except such authorizations, 
consents and approvals as have been obtained prior to the 
making of any Loans or the issuance of any Letters of Credit 
and are in full force and effect at the time of the making 
of each Loan and the issuance of each Letter of Credit.

	7.9B  Investment Company Act.  Neither Resources nor 
Finance Co. is an "investment company" that is required to 
be registered under the Investment Company Act of 1940, as 
amended, in order not to be subject to the prohibitions of 
Section 7 of such Act.

	7.10B  Public Utility Holding Company Act.  Resources 
is a "holding company" within the meaning of the Public 
Utility Holding Company Act of 1935, as amended, but is 
exempt from such Act (except for the provisions of 
Section 9(a)(2) thereof) by virtue of an  order of the SEC 
pursuant to Section 3(a)(1) thereof.  Finance Co. is not a 
"holding company" within the meaning of the Public Utility 
Holding Company Act of 1935, as amended.

	7.11B  Tax Returns.  Resources and Finance Co. have 
filed or caused to be filed all Federal, state, local and 
foreign tax returns or materials required to have been filed 
by it and has paid or caused to be paid all taxes due and 
payable by it and all assessments received by it, except 
taxes that are being contested in good faith by appropriate 
proceedings and for which Resources shall have set aside on 
its books appropriate reserves with respect thereto in 
accordance with GAAP.

	7.12B  Compliance with Laws.  Each of Resources and 
Finance Co. is in compliance with all laws, regulations and 
orders of any governmental authority except to the extent 
(A) such compliance is being contested in good faith by 
appropriate proceedings or (B) non-compliance would not 
reasonably be expected to materially and adversely affect 
its ability to perform any of its obligations hereunder.

	SECTION 8.  Agent.

	8.1  Appointment.  The Banks hereby appoint The Chase 
Manhattan Bank as Agent (such term to include Agent acting 
as Agent) to act as herein specified.  Each Bank and the 
Fronting Bank hereby irrevocably authorizes, and each 
assignee of any Bank or the Fronting Bank shall be deemed 
irrevocably to authorize, the Agent to take such action on 
their behalf under the provisions of this Agreement and any 
instruments, documents  and agreements referred to herein 
(such instruments, documents and agreements being herein 
referred to as the "Loan Documents") and to exercise such 
powers hereunder and thereunder as are specifically 
delegated to the Agent by the terms hereof and thereof and 
such other powers as are reasonably incidental thereto.  The 
Agent may perform any of its duties hereunder, or under the 
Loan Documents, by or through its agents or employees.

	8.2  Nature of Duties.  The duties of the Agent shall 
be mechanical and administrative in nature.  The Agent shall 
not have by reason of this Agreement a fiduciary 
relationship in respect of any Bank or of the Fronting Bank. 
 Nothing in this Agreement or any of the Loan Documents, 
expressed or implied, is intended to or shall be so 
construed as to impose upon the Agent any obligations in 
respect of this Agreement or any of the Loan Documents 
except as expressly set forth herein.  Each Bank and the 
Fronting Bank shall make its own independent investigation 
of the financial condition and affairs of PPL, Finance Co. 
and Resources and each of their Subsidiaries in connection 
with the making and the continuance of the Loans and the 
issuance of Letters of Credit hereunder and shall make its 
own appraisal of the creditworthiness of PPL, Resources and 
Finance Co.; and the Agent shall have no duty or 
responsibility, either initially or on a continuing basis, 
to provide any Bank or the Fronting Bank with any credit or 
other information with respect thereto, whether coming into 
its possession before the making of the Loans or the 
issuance of Letters of Credit or at any time or times 
thereafter.  The Agent may execute any of its duties under 
this Agreement or any other Loan Document by or through 
agents or attorneys-in-fact and shall be entitled to advice 
of counsel concerning all matters pertaining to such duties. 
 The Agent shall not be responsible to any Bank or the 
Fronting Bank for the negligence or misconduct of any agents 
or attorneys-in-fact selected by it with reasonable care 
except to the extent otherwise required by Section 8.3.

	8.3  Rights, Exculpation, Etc.  Neither the Agent nor 
any of its officers, directors, employees, agents, 
attorneys-in-fact or affiliates shall be liable to any Bank 
or to the Fronting Bank for any action taken or omitted by 
it hereunder or under any of the Loan Documents, or in 
connection herewith or therewith, unless caused by its or 
their gross negligence or willful misconduct.  The Agent 
shall not be responsible to any Bank or to the Fronting Bank 
for any recitals, statements, representations or warranties 
herein or for the execution, effectiveness, genuineness, 
validity, enforceability, collectibility, or sufficiency of 
this Agreement or any of the Loan Documents or the financial 
condition of PPL, Finance Co. or Resources.  The Agent shall 
not be required to make any inquiry concerning either the 
performance or observance of any of the terms, provisions or 
conditions of this Agreement or any of the Loan Documents or 
the financial condition of PPL, Finance Co. or Resources, or 
the existence or possible existence of any Default or Event 
of Default.  The Agent may at any time request instructions 
from the Banks with respect to any actions or approvals 
which by the terms of this Agreement or any of the Loan 
Documents the Agent is permitted or required to take or to 
grant, and if such instructions are requested,  the Agent 
shall be absolutely entitled to refrain from taking any 
action or to withhold any approval and shall not be under 
any liability whatsoever to any Person for refraining from 
any action or withholding any approval under this Agreement 
or any of the Loan Documents until it shall have received 
such instructions from the Required Banks or all Banks, as 
required.  Without limiting the foregoing, no Bank shall 
have any right of action whatsoever against the Agent as a 
result of the Agent acting or refraining from acting 
hereunder or under any of the Loan Documents in accordance 
with the instructions of the Required Banks or all Banks, as 
required.

	8.4  Reliance.  The Agent shall be entitled to rely 
upon any written notice, statement, certificate, order or 
other document or any telephone message believed by it to be 
genuine and correct and to have been signed, sent or made by 
the proper Person, and, with respect to all legal matters 
pertaining to this Agreement or any of the Loan Documents 
and its duties hereunder or thereunder, upon advice of 
counsel selected by it.

	8.5  Indemnification.  To the extent that the Agent is 
not reimbursed and indemnified by PPL, Resources or Finance 
Co., the Banks will reimburse and indemnify the Agent for 
and against any and all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements of any kind or nature whatsoever 
which may be imposed on, incurred by, or asserted against 
the Agent, acting pursuant hereto, in any way relating to or 
arising out of this Agreement or any of the Loan Documents 
or any action taken or omitted by the Agent under this 
Agreement or any of the Loan Documents, in proportion to 
their respective Commitments hereunder; provided, however, 
that no Bank shall be liable for any portion of such 
liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements 
resulting from the Agent's gross negligence or wilful 
misconduct.  The obligations of the Banks under this 
Section 8.5 shall survive the payment in full of outstanding 
Loans, the expiration of any Letter of Credit  and the 
termination of this Agreement.

	8.6  The Agent, Individually.  With respect to its 
Commitment hereunder and the Loans made by it, the Agent 
shall have and may exercise the same rights and powers 
hereunder and is subject to the same obligations and 
liabilities as and to the extent set forth herein for any 
other Bank.  The terms "Banks," "Required Banks" or any 
similar terms shall, unless the context clearly otherwise 
indicates, include the Agent in its individual capacity as a 
Bank or one of the Required Banks.  The Agent may accept 
deposits from, lend money to, and generally engage in any 
kind of banking, trust or other business with PPL, Finance 
Co. or Resources as if it were not acting pursuant hereto.

	8.7  Resignation by the Agent.  The Agent may resign 
from the performance of all its functions and duties 
hereunder at any time by giving 30 Business Days' prior 
written notice to each Borrower, Resources and the Banks.  
Such resignation shall take effect upon the expiration of 
such 30 Business Day period or upon the earlier appointment 
of a successor.  Upon any such resignation, the Required 
Banks shall appoint a successor Agent who shall be 
satisfactory to the Borrowers and Resources and shall be an 
incorporated bank or trust company.  In the event no such 
successor shall have been so appointed, then any 
notification, demand or other communication required or 
permitted to be given by the Agent on behalf of the Banks to 
the Borrowers hereunder shall be sufficiently given if given 
by the Required Banks, and any notification, demand, other 
communication, document, statement, other paper or payment 
required to be made, given or furnished by PPL, Finance Co. 
or Resources to the Agent for distribution to the Banks 
shall be sufficiently made, given or furnished if made, 
given or furnished by PPL, Finance Co. or Resources, as 
applicable, directly to each Bank entitled thereto and, in 
the case of payments, in the amount to which each such Bank 
is entitled from the applicable Borrower.  All powers 
specifically delegated to the Agent by the terms hereof may 
be exercised by the Required Banks.


	SECTION 9.  Resources Guarantee.

	In order to induce the Banks to extend credit hereunder 
to Finance Co., Resources hereby irrevocably and 
unconditionally guarantees, as primary obligor and not 
merely as a surety, the Finance Co. Obligations.  Resources 
further agrees that the due and punctual payment of the 
Finance Co. Obligations may be extended or renewed, in whole 
or in part, without notice to or further assent from it, and 
that it will remain bound upon its Guarantee hereunder 
notwithstanding any such extension or renewal of any Finance 
Co. Obligation.

	Resources waives presentment to, demand of payment from 
and protest to Finance Co. of any of the Finance Co. 
Obligations, and also waives notice of acceptance of its 
obligations and notice of protest for nonpayment.  The 
obligations of Resources hereunder shall not be affected by 
(a) the failure of any Bank or the Agent to assert any claim 
or demand or to enforce any right or remedy against Finance 
Co. under the provisions of this Agreement or otherwise, 
(b) change or increase in the amount of any of the Finance 
Co. Obligations, whether or not consented to by Resources, 
or (c) any rescission, waiver, amendment or modification of 
any of the terms or provisions of this Agreement or any 
other agreement.

	Resources further agrees that its agreement hereunder 
constitutes a promise of payment when due (whether or not 
any bankruptcy or similar proceeding shall have stayed the 
accrual or collection of any of the Finance Co. Obligations 
or operated as a discharge thereof) and not merely of 
collection, and waives any right to require that any resort 
be had by any Bank to any balance of any deposit account or 
credit on the books of any Bank in favor of any other 
person.

	The obligations of Resources hereunder shall not be 
subject to any reduction, limitation, impairment or 
termination for any reason, and shall not be subject to any 
defense or setoff, counterclaim, recoupment or termination 
whatsoever, by reason of the invalidity, illegality or 
unenforceability  of the Finance Co. Obligations, any 
impossibility in the performance of the Finance Co. 
Obligations or otherwise.  Without limiting the generality 
of the foregoing, the obligations of Resources hereunder 
shall not be discharged or impaired or otherwise affected by 
the failure of the Agent or any Bank to assert any claim or 
demand or to enforce any remedy under this Agreement or any 
other agreement, by any waiver or modification in respect of 
any thereof, by any default, failure or delay, willful or 
otherwise, in the performance of the Finance Co. 
Obligations, or by any other act or omission which may or 
might in any manner or to any extent vary the risk of 
Resources or otherwise operate as a discharge of Resources 
or Finance Co. as a matter of law or equity.

	Resources further agrees that its obligations hereunder 
shall continue to be effective or be reinstated, as the case 
may be, if at any time payment, or any part thereof, of any 
Finance Co. Obligation is rescinded or must otherwise be 
restored by the Agent or any Bank upon the bankruptcy or 
reorganization of Finance Co or otherwise.

	In furtherance of the foregoing and not in limitation 
of any other right which the Agent or any Bank may have at 
law or in equity against Resources by virtue hereof, upon 
the failure of Finance Co. to pay any Finance Co. Obligation 
when and as the same shall become due, whether at maturity, 
by acceleration, after notice of prepayment or otherwise, 
Resources hereby promises to and will, upon receipt of 
written demand by the Agent, forthwith pay, or cause to be 
paid, in cash the amount of such unpaid Finance Co. 
Obligation. 

	Upon payment by Resources of any Finance Co. 
Obligation, each Bank shall, in a reasonable manner, assign 
the amount of such Finance Co. Obligation owed to it and so 
paid to Resources, such assignment to be pro tanto to the 
extent to which the Finance Co. Obligation in question was 
discharged by Resources, or make such disposition thereof as 
Resources shall direct (all without recourse to any Bank and 
without any representation or warranty by any Bank).

	Upon payment by Resources of any sums as provided 
above, all rights of Resources against Finance Co. arising 
as a result thereof by way of right of subrogation or 
otherwise shall in all respects be subordinate and junior in 
right of payment to the prior indefeasible payment in full 
of all the Finance Co. Obligations owed by Finance Co. to 
the Banks.

	SECTION 10.  Miscellaneous.

	10.1  Definitions.  As used herein the following terms 
shall have the meanings herein specified and shall include 
in the singular number the plural and in the plural number 
the singular:

	"5-Year Agreement" shall mean the $300,000,000 5-Year 
Revolving Credit Agreement among PPL, Finance Co., 
Resources, as guarantor of the obligations of Finance Co., 
the banks from time to time party thereto and The Chase 
Manhattan Bank, as fronting bank, collateral agent and as 
agent for the banks party thereto.

	"Affected Bank" shall have the meaning assigned that 
term in Section 2.5(c).

	"Agent" shall mean The Chase Manhattan Bank and shall 
include (i) any successor corporation thereto by merger, 
consolidation or otherwise and (ii) any successor to the 
Agent appointed pursuant to Section 8.7.

	"Aggregate Credit Exposure" shall mean the aggregate 
amount of the Banks' Credit Exposures.

	"Agreement" shall mean this Revolving Credit Agreement, 
as it may from time to time be amended, supplemented or 
otherwise modified.

	"Applicable Commitment Fee Percentage" shall mean for 
the Borrowers, the percentage specified as such in the table 
 in the definition of "Applicable Rate" opposite the highest 
rating category in which PPL's First Mortgage Bonds have 
been assigned a rating by either of Moody's or S&P.

	"Applicable Eurodollar Margin" shall mean (i) for PPL, 
the margin specified as such in the table in the definition 
of "Applicable Rate" opposite the highest rating category in 
which PPL's First Mortgage Bonds have been assigned ratings 
by either of Moody's or S&P or (ii) for Finance Co., the 
margin specified as such in the table in the definition of 
"Applicable Rate" opposite the highest rating category in 
which Resources' senior unsecured debt has been assigned 
ratings by either of Moody's or S&P.

	"Applicable Lending Office" shall mean, with respect to 
each Bank, (i) such Bank's Base Rate Lending Office in the 
case of a Base Rate Loan and (ii) such Bank's Eurodollar 
Lending Office in the case of a Eurodollar Rate Loan.

	"Applicable Percentage" of any Bank at any time shall 
mean the percentage of the Total Commitment represented by 
such Bank's Commitment.  In the event the Commitments shall 
have expired or been terminated, the Applicable Percentages 
shall be determined on the basis of the Commitments most 
recently in effect, but giving effect to assignments 
pursuant to Section 10.6.

	"Applicable Rate" shall mean and include the Applicable 
Commitment Fee Percentage for undrawn Commitments or 
Applicable Eurodollar Margin for any Loans or issued Letters 
of Credit and at any time will be determined based on the 
highest applicable Category set forth below (the highest 
category being Category A). 















	                    Applicable
	                    Commitment        Applicable
	                       Fee            Eurodollar
	Criteria            Percentage          Margin 

Category A:

A- or better/ 
A3 or better               .080%              .300%

Category B:

BBB+/Baa1                  .100%              .350%


Category C:

BBB/Baa2                   .125%              .400%


Category D:

BBB-/Baa3                  .150%              .450%


Category E:

BB+ or below/
Ba1 or below               .200%             .625%


	"Bank" shall have the meaning assigned that term in the 
first paragraph in this Agreement.

	"Bankruptcy Code" shall have the meaning assigned that 
term in Section 6.5.

	"Base Rate" shall mean, for any day, a rate per annum 
equal to the higher of (i) the Prime Rate and (ii) 1/2 of 1% 
plus the Federal Funds Rate, each as in effect from time to 
time.  

	"Base Rate Lending Office" means, with respect to each 
Bank, the office of such Bank specified as its "Base Rate 
Lending Office" on the signature pages to the Agreement or such 
other office of such Bank as such Bank may from time to time 
specify as such to the Borrowers and the Agent.

	"Base Rate Loan" shall mean any Loan during any period 
during which such Loan is bearing interest at the rates 
provided for in Section 2.1(a).

	"Borrower" shall mean either PPL or Finance Co. and 
"Borrowers" shall mean PPL and Finance Co.

	"Borrowing" shall mean the incurrence of one Type of Loan 
to a Borrower from all the Banks on a given date, all of which 
Eurodollar Loans shall have the same Interest Period, pursuant 
to Section 1.2; provided, however, that Loans to a Borrower of 
a different Type extended by one or more Banks pursuant to 
Section 2.5(b) shall be considered a part of the related 
Borrowing.

	"Business Day" shall mean (i) for all purposes other than 
as covered by clause (ii) below, any day excluding Saturday, 
Sunday and any day on which banks in New York City are 
authorized by law or other governmental actions to close and 
(ii) with respect to all notices and determinations in 
connection with, and payments of principal and interest on, 
Eurodollar Loans, any day which is a Business Day described in 
clause (i) and which is also a day for trading by and between 
banks in U.S. dollar deposits in the London interbank 
Eurodollar market.

	"Capital Lease Obligations" of any person shall mean 
obligations of such person to pay rent or other amounts under 
any lease of (or other arrangement conveying the right to use) 
real or personal property, or a combination thereof, which 
obligations are required to be classified and accounted for as 
capital leases on a balance sheet of such person under GAAP, 
and the amount of such obligations shall be the capitalized 
amount thereof determined in accordance with GAAP.

	"Closing Date" shall mean November 20, 1997.

	"Commitment", for each Bank, shall mean the amount 
specified opposite its name on Schedule I hereto, such 
Commitment to be reduced by the amount of any reduction thereto 
effected pursuant to Section 1.7, Section 6 and/or 
Section 10.6(b)(A).

	"Commitment Fee" shall have the meaning assigned that term 
in Section 1.6(a).

	"Consolidated Capitalization of PPL" shall mean the sum of 
(A) the Consolidated Indebtedness of PPL and (B)(i) the 
consolidated shareowners' equity (determined in accordance with 
GAAP) of the common, preference and preferred stockholders of 
PPL and (ii) the aggregate amount of Hybrid Preferred 
Securities of PPL, except that for purposes of calculating 
Consolidated Capitalization of PPL, Consolidated Indebtedness 
of PPL shall exclude Non-Recourse Indebtedness of PPL and 
Consolidated Capitalization of PPL shall exclude that portion 
of shareholder equity attributable to assets securing Non-
Recourse Indebtedness of PPL.

	"Consolidated Capitalization of Resources" shall mean the 
sum of (A) the Consolidated Indebtedness of Resources and 
(B)(i) the consolidated shareowners' equity (determined in 
accordance with GAAP) of the common, preference and preferred 
stockholders of Resources and (ii) the aggregate amount of 
Hybrid Preferred Securities of Resources, except that for 
purposes of calculating Consolidated Capitalization of 
Resources, Consolidated Indebtedness of Resources shall exclude 
Non-Recourse Indebtedness of Resources and Consolidated 
Capitalization of Resources shall exclude that portion of 
shareholder equity attributable to assets securing Non-Recourse 
Indebtedness of Resources.

	"Consolidated Indebtedness of PPL" shall mean the 
consolidated Indebtedness of PPL (determined in accordance with 
GAAP), except that for purposes of this definition (1) 
Consolidated Indebtedness of PPL shall exclude Non-Recourse 
Indebtedness of PPL and (2) Consolidated Indebtedness of PPL 
shall exclude any Hybrid Preferred Securities of PPL. 

	"Consolidated Indebtedness of Resources" shall mean the 
consolidated Indebtedness of Resources (determined in 
accordance with GAAP), except that for purposes of this 
definition (1) Consolidated Indebtedness of Resources shall 
exclude Non-Recourse Indebtedness of Resources and (2) 
Consolidated Indebtedness of Resources shall exclude any Hybrid 
Preferred Securities of Resources.

	"Credit Exposure", for each Bank at any time, shall mean 
the aggregate principal amount at such time of all outstanding 
Loans of such Bank to the Borrowers plus the aggregate amount 
at such time of such Bank's L/C Exposure.

	"Default" with respect to a Borrower, shall mean any 
event, act or condition which with notice or lapse of time or 
both would constitute an Event of Default with respect to that 
Borrower.

	"Eligible Transferee" shall mean and include a commercial 
bank, financial institution or other "accredited investor" (as 
defined in SEC Regulation D).

	"Eurodollar Lending Office" shall mean, with respect to 
each Bank, the office of such Bank specified as its "Eurodollar 
Lending Office" on the signature pages to the Agreement or such 
other office of such Bank as such Bank may from time to time 
specify as such to the Borrowers and the Agent.

	"Eurodollar Loan" shall mean any loan during any period 
during which such Loan is bearing interest at the rates 
provided for in Section 2.1(b).

	"Event of Default" shall mean with respect to PPL each of 
the Events of Default specified in Section 6A and with respect 
to Finance Co., each of the Events of Default specified in 
Section 6B.

	"Expiry Date" shall mean the date 364 days from the date 
hereof subject to extension pursuant to Section 2.6.

	"Extension Letter" shall mean a letter from the Borrowers 
requesting an extension of the Expiry Date substantially in the 
form of Exhibit C hereto.

	"Federal Funds Rate" shall mean for any day, a fluctuating 
interest rate equal for each day during such period to the 
weighted average of the rates on overnight Federal Funds 
transactions with members of the Federal Reserve System 
arranged by Federal Funds brokers, as published for such day 
(or, if such day is not a Business Day, for the next 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 for such day on such 
transactions received by the Agent from three Federal Funds 
brokers of recognized standing selected by the Agent.

	"Finance Co." shall have the meaning assigned that term in 
the first paragraph of this Agreement.

	"Finance Co. Obligations" shall mean all obligations of 
Finance Co. under this Agreement to pay (i) the principal of 
and interest on the Loans and LC Disbursements when and as due, 
whether at maturity, by acceleration, upon one or more dates 
set for prepayment or otherwise, and (ii) all other payment 
obligations of Finance Co. hereunder.

	"First Mortgagee Bonds" shall mean the first mortgage 
bonds issued by PPL pursuant to its Mortgage and Deed of Trust 
dated as of October 1, 1945, as supplemented.

	"GAAP" shall mean United States generally accepted 
accounting principles applied on a consistent basis.

	"Guarantee" of or by any person shall mean any obligation, 
contingent or otherwise, of such person guaranteeing or having 
the economic effect of guaranteeing any Indebtedness of any 
other person (the "primary obligor") in any manner, whether 
directly or indirectly, and including any obligation of such 
person, direct or indirect, (a) to purchase or pay (or advance 
or supply funds for the purchase or payment of) such 
Indebtedness or to purchase (or to advance or supply funds for 
the purchase of) any security for payment of such Indebtedness, 
(b) to purchase or lease property, securities or services for 
the purpose of assuring the owner of such Indebtedness of the 
payment of such Indebtedness or (c) to maintain working 
capital, equity capital or any other financial statement 
condition or liquidity of the primary obligor so as to enable 
the primary obligor to pay such Indebtedness; provided, 
however, that the term Guarantee shall not include endorsements 
for collection or deposit in the ordinary course of business.

	"Hybrid Preferred Securities of PPL" means (1) the 
preferred securities and subordinated debt described in the 
Prospectus dated as of April 3, 1997 of PP&L Capital Trust and 
PPL and the preferred securities and subordinated debt 
described in the Prospectus dated as of June 9, 1997 of PP&L 
Capital Trust II and PPL (collectively, the "Existing TOPrS") 
and (2) any additional preferred securities and subordinated 
debt (with a maturity of at least twenty years) similar to the 
Existing TOPrS and in an aggregate amount not to exceed 
$100,000,000, issued by business trusts, limited liability 
companies, limited partnerships (or similar entities) (i) all 
of the common equity, general partner or similar interests of 
which are owned (either directly or indirectly through one or 
more wholly-owned Subsidiaries) at all times by PPL, (ii) that 
have been formed for the purpose of issuing hybrid preferred 
securities and (iii) substantially all the assets of which 
consist of (A) subordinated debt of PPL or a Subsidiary of PPL, 
as the case may be, and (B) payments made from time to time on 
the subordinated debt.

	"Hybrid Preferred Securities of Resources" means (1) the 
preferred securities and subordinated debt described in the 
Prospectus dated as of April 3, 1997 of PP&L Capital Trust and 
PPL and the preferred securities and subordinated debt 
described in the Prospectus dated as of June 9, 1997 of PP&L 
Capital Trust II and PPL (collectively, the "Existing TOPrS") 
and (2) any additional preferred securities and subordinated 
debt (with a maturity of at least twenty years) similar to the 
Existing TOPrS and in an aggregate amount not to exceed 
$100,000,000, issued by business trusts, limited liability 
companies, limited partnerships (or similar entities) (i) all 
of the common equity, general partner or similar interests of 
which are owned (either directly or indirectly through one or 
more wholly-owned Subsidiaries) at all times by Resources or 
PPL, (ii) that have been formed for the purpose of issuing 
hybrid preferred securities and (iii) substantially all the 
assets of which consist of (A) subordinated debt of Resources 
or a Subsidiary of Resources, as the case may be, and (B) 
payments made from time to time on the subordinated debt.

	"Indebtedness" of any person shall mean, without 
duplication, (a) all obligations of such person for borrowed 
money, (b) all obligations of such person with respect to 
deposits or advances of any kind, (c) all obligations of such 
person evidenced by bonds, debentures, notes or similar 
instruments, (d) all obligations of such person under 
conditional sale or other title retention agreements relating 
to property or assets purchased by such person, (e) all 
obligations of such person issued or assumed as the deferred 
purchase price of property or services (excluding trade 
accounts payable and accrued obligations incurred in the 
ordinary course of business), (f) all Indebtedness of others 
secured by (or for which the holder of such Indebtedness has an 
existing right, contingent or otherwise, to be secured by) any 
Lien or property owned or acquired by such person, whether or 
not the obligations secured thereby have been assumed but shall 
not include any obligations that are without recourse to such 
person, (g) all Guarantees by such person of Indebtedness of 
others, (h) all Capital Lease Obligations of such person, 
(i) all obligations of such person in respect of Interest Rate 
Protection Agreements, foreign currency exchange agreements or 
other interest or exchange rate hedging arrangements (the 
amount of any such obligation to be the amount that would be 
payable upon the acceleration, termination or liquidation 
thereof) and (j) all obligations of such person as an account 
party in respect of letters of credit and bankers' acceptances.

	"Interest Period"  shall mean (a) as to any Eurodollar 
Loan, the period commencing on the date of such Loan and ending 
on the numerically corresponding day (or, if there is no 
numerically corresponding day, on the last day) in the calendar 
month that is 1, 2, 3 or 6 months thereafter, as the applicable 
Borrower may elect in a Notice of Borrowing or Notice of 
Conversion and (b) as to any Base Rate Loan, the period 
commencing on the date of such Loan and ending on the date 90 
days thereafter or, if earlier, on the Expiry Date or the date 
of prepayment of such Loan.  If any Interest Period would 
otherwise expire on a day which is not a Business Day, such 
Interest Period shall expire on the next succeeding Business 
Day, provided that if any Interest Period applicable to a Bor-
rowing of Eurodollar Loans would otherwise expire on a day 
which is not a Business Day but is a day of the month after 
which no further Business Day occurs in such month, such 
Interest Period shall expire on the next preceding Business 
Day.

	"Interest Rate Protection Agreement" shall mean any 
agreement providing for an interest rate swap, cap or collar, 
or for any other financial arrangement designed to protect 
against fluctuations in interest rates.

	"L/C Commitment" shall mean the commitment of the Fronting 
Bank to issue Letters of Credit pursuant to Section 1A.

	"L/C Disbursement" shall mean a payment or disbursement 
made by the Fronting Bank pursuant to a Letter of Credit.

	"L/C Exposure" shall mean at any time the sum of (a) the 
aggregate undrawn amount of all outstanding Letters of Credit 
at such time plus (b) the aggregate principal amount of all L/C 
Disbursements that have not yet been reimbursed at such time.  
The L/C Exposure of any Bank at any time shall mean its 
Applicable Percentage of the aggregate L/C Exposure at such 
time.

	"L/C Participation Fee" shall have the meaning assigned to 
such term in Section 1.6(b).

	"Letter of Credit" shall mean any letter of credit issued 
pursuant to Section 1A.

	"Lien" shall mean, with respect to any asset, (a) any 
mortgage, deed of trust, lien, pledge, encumbrance, charge or 
security interest in or on such asset, (b) the interest of a 
vender or a lessor under any conditional sale agreement, 
capital lease or title retention agreement (or any financing 
lease having substantially the same economic effect as any of 
the foregoing) relating to such asset and (c) in the case of 
securities, any purchase option, call or similar right of a 
third party with respect to such securities.

	"Loan" shall have the meaning assigned that term in 
Section 1.1.

	"Loan Documents" shall have the meaning assigned that term 
in Section 8.1.

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

	"Non-Recourse Indebtedness of PPL" shall mean indebtedness 
that is nonrecourse to PPL or any of its Subsidiaries.

	"Non-Recourse Indebtedness of Resources" shall mean 
indebtedness that is nonrecourse to Resources, either Borrower 
or any of PPL's Subsidiaries.


	"Notice of Borrowing" shall have the meaning assigned that 
term in Section 1.2.

	"Notice of Conversion" shall have the meaning assigned 
that term in Section 2.4(a).

	"Payment Office" shall mean the office of the Agent 
located at 270 Park Avenue, New York, New York 10017, or such 
other  office as the Agent may hereafter designate in writing 
as such to the other parties hereto.

	"Permitted Liens" shall mean (a) Liens for taxes, 
assessments or governmental charges or levies to the extent not 
past due, or which are being contested in good faith in 
appropriate proceedings for which Resources has provided 
appropriate reserves for the payment thereof in accordance with 
GAAP; (b) pledges or deposits in the ordinary course of 
business to secure obligations under worker's compensation laws 
or similar legislation; (c) other pledges or deposits in the 
ordinary course of business (other than for borrowed monies) 
that, in the aggregate, are not material to Resources; 
(d) Liens imposed by law such as materialmen's, mechanics', 
carriers', workers' and repairmen's Liens and other similar 
Liens arising in the ordinary course of business for sums not 
yet due or currently being contested in good faith by 
appropriate proceedings; (e) attachment, judgment or other 
similar Liens arising in connection with court proceedings, 
provided that such Liens, in the aggregate, shall not exceed 
$50,000,000 at any one time outstanding, and (f) other Liens 
not otherwise referred to in the foregoing clauses (a) through 
(e) above, provided that such other Liens do not secure at any 
time obligations in an aggregate amount in excess of 
$100,000,000 at any time outstanding.

	"Persons" shall mean and include any individual, firm, 
corporation, association, trust or other enterprise or any 
governmental or political subdivision or agency, department or 
instrument thereof.

	"PPL" shall have the meaning assigned that term in the 
first paragraph of this Agreement.

	"Prime Rate" shall mean the rate which The Chase Manhattan 
Bank announces from time to time as its prime lending rate, 
such Prime Rate to change when and as such prime lending rate 
changes.  The Prime Rate is a reference rate and does not 
necessarily represent the lowest or best rate actually charged 
to any customer.  The Chase Manhattan Bank may make commercial 
loans or other loans at rates of interest at, above or below 
the Prime Rate.

	"Quoted Rate" shall mean, with respect to any Eurodollar 
Loan for any Interest Period, the average rate (rounded upwards 
to the nearest 1/16 of 1%) at which dollar deposits 
approximately equal in principal amount to the Agent's portion 
of such Eurodollar Loan and for a maturity comparable to such 
Interest Period are offered to the principal London office of 
the Reference Banks in immediately available funds in the 
London interbank market at approximately 11:00 A.M. (London 
time) 2 Business Days prior to the commencement of such 
Interest Period, without any addition to such offered quotation 
to give effect to the reserve requirements established for 
Eurodollar transactions by Regulation D.  Each Reference Bank 
shall use its best efforts to furnish rates to the Agent as 
contemplated hereby.  If any one of the Reference Banks shall 
be unable or otherwise fail to supply such rates to the Agent 
upon its request, the applicable rate shall be determined on 
the basis of the rates submitted by the remaining two Reference 
Banks.  If more than one Reference Bank shall be unable or 
otherwise fail to supply such rates, there shall be no 
applicable rate.

	"Reference Banks" shall mean The Chase Manhattan Bank, 
Citibank, N.A. and Morgan Guaranty Trust Company.

	"Register" shall have the meaning provided in 1.4(b).

	"Regulation D" shall mean Regulation D of the Board of 
Governors of the Federal Reserve System as from time to time in 
effect or any successor to all or a portion thereof 
establishing reserve requirements.

	"Required Banks" shall mean Banks having Loans the 
outstanding principal amount of which aggregate (or, if no 
Loans are outstanding, Banks with Commitments aggregating) at 
least the majority of the aggregate outstanding principal 
amount of all Loans (or of the Total Commitment).

	"Resources" shall have the meaning assigned that term in 
the first paragraph of this Agreement.

	"SEC" shall have the meaning assigned that term in 
Section 5.1(c).

	"SEC Regulation D" shall mean Regulation D as promulgated 
under the Securities Act of 1933, as amended, as the same may 
be in effect from time to time."

	"S&P" shall mean Standard & Poor's Ratings Group or any 
successor thereto.

	"Subsidiary" shall mean any company, partnership, 
association or other business entity in which any Person and 
its Subsidiaries now have or may hereafter acquire an aggregate 
of at least 50% of the voting stock or ownership interests.

	"Taxes" shall have the meaning assigned that term in 
Section 3.4.

	"Total Commitment" shall mean the aggregate of all the 
Commitments of all the Banks.

	"Type" shall mean any type of Loan, i.e., whether a Loan 
is a Base Rate Loan or a Eurodollar Loan.

	"Unaffected Bank" shall have the meaning assigned that 
term in Section 2.5(c).

	"written" or "in writing" shall mean any form of written 
communication or a communication by means of telex, telecopier 
device, telegraph or cable.

	10.2  Accounting Principles.  All statements to be 
prepared and determinations to be made under this Agreement, 
including (without limitation) those pursuant to Section 5, 
shall be prepared and made in accordance with generally 
accepted accounting principles applied on a basis consistent 
with the accounting principles reflected in the audited 
financial statements of PPL and Resources for the fiscal year 
ended December 31, 1996, referred to in Section 7.4, except for 
changes in accounting principles consistent with GAAP.

	10.3  Exercise of Rights.  Neither the failure nor  delay 
on the part of any of the Banks or the Fronting Bank to 
exercise any right, power or privilege under this Agreement 
shall operate as a waiver thereof, nor shall any single or 
partial exercise of any right, power or privilege under this 
Agreement preclude any other or further exercise thereof, or 
the exercise of any other right, power or privilege.  The 
rights and remedies herein expressly provided are cumulative 
and not exclusive of any rights or remedies which the Banks 
would otherwise have.  No notice to or demand on PPL, Finance 
Co. or Resources in any case shall entitle PPL, Finance Co. or 
Resources, as applicable, to any other or further notice or 
demand in similar or other circumstances or constitute a waiver 
of the right of the Banks or the Fronting Bank to any other or 
further action in any circumstances without notice or demand.

	10.4  Amendment and Waiver.  Neither this Agreement nor 
any other Loan Document nor any terms hereof or thereof may be 
changed, waived, discharged or terminated unless such change, 
waiver, discharge or termination is in writing signed by PPL, 
Finance Co. and Resources, and the Required Banks, provided 
that no such change, waiver, discharge or termination shall, 
without the consent of each Bank directly affected thereby, 
(i) extend the final scheduled maturity of any Loan (except as 
provided for in Section 2.6), or reduce the rate or extend the 
time of payment of interest or Commitment Fees thereon (except 
in connection with a waiver of the applicability of any post-
default increase in interest rates), or reduce the principal 
amount thereof (except to the extent repaid in cash), 
(ii) amend, modify or waive any provision of this Section 10.4, 
(iii) reduce the percentage specified in the definition of 
Required Banks or (iv) consent to the assignment or transfer by 
PPL, Finance Co. or Resources of any of its rights and 
obligations under this Agreement or the release of Resources 
from its guarantee hereunder; provided further, that no such 
change, waiver, discharge or termination shall (x) increase the 
Commitments of any Bank over the amount thereof then in effect 
without the consent of such Bank (it being understood that 
waivers or modifications of conditions precedent, covenants, 
Defaults or Events of Default shall not constitute an increase 
of the Commitment of any Bank) or (y) without the consent of 
the Agent, amend, modify or waive any provision of Section 8 as 
such Section applies to such Agent or any other provision as 
such Section relates to the rights or obligations of such 
Agent.

	10.5  Expenses; Indemnification.  (a)  The Borrowers agree 
to pay all reasonable out-of-pocket expenses (i) of the Agent 
and the Fronting Bank incurred in connection with the 
preparation, execution, delivery, enforcement and 
administration (exclusive of any internal overhead expenses) of 
this Agreement and any and all agreements supplementary hereto 
and the making and repayment of the Loans, the issuance of the 
Letters of Credit and the payment of interest, including, 
without limitation, the reasonable fees and expenses of 
Cravath, Swaine & Moore, counsel for the Agent and (ii) of the 
Agent, the Fronting Bank and each Bank incurred in connection 
with the enforcement of this Agreement, including, without 
limitation, the reasonable fees and expenses of any counsel for 
any of the Banks with respect to such enforcement; provided 
that none of the Borrowers or Resources shall be liable for any 
fees, charges or disbursements of any counsel for the Banks or 
the Agent other than Cravath, Swaine & Moore associated with 
the preparation, execution and delivery of this Agreement and 
the closing documentation contemplated hereby.

	(b)  The Borrowers further agree to pay, and to save the 
Agent, the Fronting Bank and the Banks harmless from all 
liability for, any stamp or other documentary taxes which may 
be payable in connection with the Borrowers' execution or 
delivery of this Agreement, their borrowings hereunder or 
Letters of Credit, or the issuance of any notes or of any other 
instruments or documents provided for herein or delivered or to 
be delivered by each of them hereunder or in connection 
herewith.

	(c)  The Borrowers agree to indemnify the Agent, the 
Fronting Bank and each Bank and each of their respective 
affiliates, directors, officers and employees (each such person 
being called an "Indemnitee") 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, the Fronting 
Bank or any Bank 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, the 
direct or indirect application or proposed application of the 
proceeds of any Loan hereunder or the issuance of Letters of 
Credit; provided that such indemnification shall not extend to 
disputes solely among the Agent, the Fronting Bank and the 
Banks; and provided further that such indemnity shall not, as 
to any Indemnitee, be available to the extent that such losses, 
claims, damages, liabilities or related expenses are determined 
by a court of competent jurisdiction by final and nonappealable 
judgment to have resulted from the gross negligence or wilful 
misconduct of such Indemnitee.  

	(d)  All obligations provided for in this Section 10.5 
shall survive any termination of this Agreement or the 
resignation, withdrawal or removal of any Bank.

	10.6  Successors and Assigns.  (a)  This Agreement shall 
be binding upon and inure to the benefit of and be enforceable 
by the respective successors and assigns of the parties hereto, 
provided that none of PPL, Finance Co. or Resources may assign 
or transfer any of its interests hereunder, except to the 
extent any such assignment results from the consummation of a 
transaction permitted under Section 5.2, without the prior 
written consent of the Banks and provided further that the 
right of each Bank to transfer, assign or grant participations 
in its rights and/or obligations hereunder shall be limited as 
set forth below in this Section 10.6, provided that nothing in 
this Section 10.6 shall prevent or prohibit any Bank from 
pledging its rights under this Agreement and/or its Loans 
hereunder to a Federal Reserve Bank in support of borrowings 
made by such Bank from such Federal Reserve Bank.  In order to 
facilitate such an assignment to a Federal Reserve Bank, the 
Borrowers shall, at the request of the assigning Bank, duly 
execute and deliver to the assigning Bank a promissory note 
evidencing its Commitment or Loans made by the assigning Bank 
hereunder.

	(b)  Each Bank shall have the right to transfer, assign or 
grant participations in all or any part of its remaining rights 
and obligations hereunder on the basis set forth below in this 
clause (b).

	(A)  Assignments.  Each Bank may assign all or a portion 
of its rights and obligations hereunder pursuant to this 
clause (b)(A) to (x) one or more Banks or any affiliates of any 
Bank or (y) one or more other Eligible Transferees, provided 
that (i) any such assignment pursuant to clause (y) above shall 
be in the aggregate amount of at least $5,000,000, (ii) after 
giving effect to any such assignment pursuant to clause (x) or 
(y) above, no Bank shall have a Commitment of less than 
$5,000,000 unless such Bank's Commitment is reduced to zero 
pursuant to such assignment, (iii) the assigning Bank shall not 
assign any of its rights and obligations under this Agreement 
without assigning the same percentage of its rights and 
obligations under the 5-Year Agreement, provided that no Banks 
shall be required to make an assignment under the 5-Year 
Agreement with respect to assignments made pursuant to Section 
2.6 hereunder, (iv) any assignment pursuant to clause (y) shall 
require the consent of the Borrowers, which consent shall not 
be unreasonably withheld, and provided further, that, so long 
as no Loans or interest thereon shall be outstanding and no 
Default or Event of Default shall have occurred with respect to 
PPL, Finance Co. or Resources and then be continuing, the 
Borrowers may at their option terminate the portion of such 
assigning Bank's Commitment proposed to be assigned pursuant to 
clause (y) above in lieu of consenting to such assignment, and 
the Total Commitment shall be reduced in the amount of such 
termination. Assignments or terminations of all or any portion 
of any Bank's Commitment pursuant to this clause (b)(A) will 
only be effective if the Agent shall have received a written 
notice from the assigning Bank and the assignee, or, in the 
case of a termination, the Borrowers, and, in the case of an 
assignment, payment of a nonrefundable assignment fee of $2,500 
to the Agent by either the assigning Bank or the assignee. No 
later than five Business Days after its receipt of any written 
notice of assignment or termination, the Agent will record such 
assignment or termination, and the resultant effects thereof on 
the Commitment of the assigning or terminating Bank and, in the 
case of an assignment, the assignee, in the Register, at which 
time such assignment or termination shall become effective, 
provided that the Agent shall not be required to, and shall 
not, so record any assignment or termination in the Register on 
or after the date on which any proposed amendment, modification 
or supplement in respect of this Agreement has been circulated 
to the Banks for approval until the earlier of (x) the 
effectiveness of such amendment, modification or supplement in 
accordance with Section 10.4 or (y) 30 days following the date 
on which such proposed amendment, modification or supplement 
was circulated to the Banks.  Upon the effectiveness of any 
assignment or termination pursuant to this clause (b)(A), (x) 
the assignee, in the case of an assignment, will become a 
"Bank" for all purposes of this Agreement and the other Loan 
Documents with a Commitment as so recorded by the Agent in the 
Register, and to the extent of such assignment or termination, 
the assigning or terminating Bank shall be relieved of its 
obligations hereunder with respect to the portion of its 
Commitment being assigned or terminated.

	(B)  Participations.  Each Bank may transfer, grant or 
assign participations in all or any part of such Bank's 
interests and obligations hereunder pursuant to this clause 
(b)(B) to any Eligible Transferee, provided that (i) such Bank 
shall remain a "Bank" for all purposes of this Agreement and 
the transferee of such participation shall not constitute a 
Bank hereunder and (ii) no participant under any such 
participation shall have any rights under the Agreement or 
other Loan Document or any rights to approve any amendment to 
or waiver of this Agreement or any other Loan Document except 
to the extent such amendment or waiver would (x) extend the 
final scheduled maturity of any of the Loans or the Commitment 
in which such participant is participating, (y) reduce the 
interest rate (other than as a result of waiving the 
applicability of any post-default increases in interest rates) 
or Commitment Fee or other fees applicable to any of the Loans 
or Commitments in which such participant is participating or 
postpone the payment of any thereof or reduce the principal 
amount of any Loan (except to the extent repaid in cash) or 
(z) release Resources from its obligations as a guarantor 
hereunder. In the case of any such participation, the 
participant shall not have any rights under this Agreement or 
any of the other Loan Documents (the participant's rights 
against the granting Bank in respect of such participation to 
be those set forth in the agreement with such Bank creating 
such participation) and all amounts payable by each of the 
Borrowers hereunder shall be determined as if such Bank had not 
sold such participation, provided that such participant shall 
be entitled to receive additional amounts under Sections 1.8 
and 2.5 on the same basis as if it were a Bank but in no case 
shall be entitled to any amount greater than would have been 
payable had the Bank not sold such participations.

	(c)  Each Bank hereby represents, and each Person that 
becomes a Bank pursuant to an assignment permitted by the 
preceding clause (b)(A) will upon its becoming party to this 
Agreement represent, that it is an Eligible Transferee which 
makes loans in the ordinary course of its business and that it 
will make or acquire Loans for its own account in the ordinary 
course of such business, provided that, subject to the 
preceding clauses (a) and (b), the disposition of any 
promissory notes or other evidences of or interests in Loans 
held by such Bank shall at all times be within its exclusive 
control.

	10.7  Notices, Requests, Demands.  All notices, requests, 
demands or other communications to or upon the respective 
parties hereto shall be deemed to have been given or made (i) 
in the case of notice by mail, when actually received, and (ii) 
in the case of telecopier notice sent over a telecopier machine 
owned or operated by a party hereto, when sent, in each case 
addressed to the party or parties to which such notice is given 
at their respective addresses shown below their signatures 
hereto or at such other address as such party may hereafter 
specify in writing to the others.  No other method of giving 
notice is hereby precluded.

	10.8  Survival of Representations and Warranties.  All 
representations and warranties contained herein or otherwise 
made in writing by PPL, Finance Co. or Resources in connection 
herewith shall survive the execution and delivery of this 
Agreement.

	10.9  Governing Law.  This Agreement and the rights and 
obligations of the parties under this Agreement (other than as 
relates to Letters of Credit) shall be governed by and 
construed and interpreted in accordance with the laws of the 
State of New York.  Each Letter of Credit shall be governed by, 
and construed and interpreted in accordance with the laws or 
rules designated in such Letter of Credit, or if no such laws 
or rules are designated, the Uniform Customs and Practice for 
Documentary Credits (1993 revision), International Chamber of 
Commerce, publication no. 500 (the "Uniform Customs") and, as 
to matters not governed by the Uniform Customs, the laws of the 
State of New York.

	10.10  Counterparts.  This Agreement may be executed in 
any number of copies, and by the different parties hereto on 
the same or separate counterparts, each of which shall be 
deemed to be an original instrument.  Complete counterparts of 
this Agreement shall be lodged with each Borrower, Resources 
and the Agent.

	10.11  Effectiveness.  This Agreement shall become 
effective on the Closing Date.

	10.12  Transfer of Office.  (a)  Each Bank may transfer 
and carry its Loans at, to or for the account of any branch 
office, subsidiary or affiliate of such Bank; provided that 
such Bank shall continue to bear all of its obligations under 
this Agreement; and provided further that the Borrowers shall 
not be responsible for costs arising under Sections 1.8, 2.5 or 
3.4 resulting from any such transfer to the extent not 
otherwise applicable to such Bank prior to such transfer.

	(b)  Upon a Bank becoming aware of any event which will 
entitle it to any additional amount pursuant to Section 2.5(a) 
or Section 3.4, such Bank shall take all reasonable steps 
(including but not limited to making, maintaining or funding 
the affected Loan through another office of such Bank) to avoid 
or reduce the additional amount payable by the applicable 
Borrower; provided that, such steps will not result in any 
additional costs, liabilities or expenses (not reimbursable by 
the applicable Borrower) to such Bank and are not otherwise 
inconsistent with the interests of such Bank determined in good 
faith.

	10.13  Proration of Payments.  The Banks agree among 
themselves that, with respect to all amounts received by them 
which are applicable to the payment of principal of or interest 
on the Loans, equitable adjustment will be made so that, in 
effect, all such amounts will be shared ratably among the Banks 
on the basis of the amounts then owed each of them in respect 
of such obligation, whether received by voluntary payment, by 
realization upon security, by the exercise of any right of set-
off or bankers' lien, by counterclaim or cross action, under or 
pursuant to this Agreement or otherwise.  Each of the Banks 
agrees that if it should receive any payment on its Loans of a 
sum or sums in excess of its pro rata portion (other than as 
expressly contemplated by Section 2.6(ii)), then the Bank 
receiving such excess payment shall purchase for cash from the 
other Banks an interest in the Loans of such Banks in such 
amount as shall result in a ratable participation by each of 
the Banks in the aggregate unpaid amount of all outstanding 
Loans then held by all of the Banks.  If all or any portion of 
such excess payment is thereafter recovered from such Bank, 
such purchase shall be rescinded and the purchase price 
restored to the extent of such recovery, but without interest. 
 The Borrowers agree that any Bank so purchasing a 
participation from another Bank pursuant to this Section 10.13 
may exercise all its rights with respect to such participation 
as fully as if such Bank were the direct creditor of the 
Borrowers in the amount of such participation.


	10.14  Jurisdiction; Consent to Service of Process.  (a)  
Each of PPL, Finance Co. and Resources hereby irrevocably and 
unconditionally submits, for itself and its property, to the 
nonexclusive jurisdiction of the Supreme Court of the State of 
New York sitting in New York County and of the United States 
District Court of the Southern District of New York, and any 
appellate court from any thereof, in any action or proceeding 
arising out of or relating to this Agreement, or for 
recognition or enforcement of any judgment, and each of the 
parties hereto hereby irrevocably and unconditionally agrees 
that all claims in respect of any such action or proceeding may 
be heard and determined in such New York State or, to the 
extent permitted by law, in such Federal court.  Each of the 
parties hereto agrees that a final judgment in any such action 
or proceeding shall be conclusive and may be enforced in other 
jurisdictions by suit on the judgment or in any other manner 
provided by law.  Nothing in this Agreement shall affect any 
right that the Agent, the Fronting Bank or any Bank may 
otherwise have to bring any action or proceeding relating to 
this Agreement against any of PPL, Finance Co., Resources or 
its properties in the courts of any jurisdiction.

	(b)  Each of PPL, Finance Co. and Resources hereby 
irrevocably and unconditionally waives, to the fullest extent 
it may legally and effectively do so, any objection which it 
may now or hereafter have to the laying of venue of any suit, 
action or proceeding arising out of or relating to this 
Agreement in any court referred to in paragraph (a) of this 
Section.  Each of the parties hereto hereby irrevocably waives, 
to the fullest extent permitted by law, the defense of an 
inconvenient forum to the maintenance of such action or 
proceeding in any such court.

	(c)  Each party to this Agreement irrevocably consents to 
service of process in the manner provided for notices in 
Section 10.7.  Nothing in this Agreement will affect the right 
of any party to this Agreement to serve process in any other 
manner permitted by law.

	10.15  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY 
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY 
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  ANY LEGAL PROCEEDING 
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS 
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER 
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY 
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY 
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, 
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, 
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT 
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO 
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 
CERTIFICATIONS IN THIS SECTION.

	10.16  Headings Descriptive.  The headings of the various 
provisions of this Agreement are inserted for convenience of 
reference only and shall not be deemed to affect the meaning or 
construction of any of the provisions  hereof.


<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has 
caused a counterpart of this Agreement to be duly executed 
and delivered as of the date first above written.


                            PP&L, INC.,


                             By /s/ John R. Biggar
                               Name:
                               Title: Vice President Finance


                             PP&L CAPITAL FUNDING, INC.,


                             By /s/ R.E. Hill
                               Name:
                               Title:  President


                             PP&L RESOURCES, INC.,


                             By /s/ James E. Abel
                               Name:
                               Title:  Treasurer


                             THE CHASE MANHATTAN BANK,
                             Individually and as Agent
                             and Fronting Bank


                             By /s/ Thomas Kozlark
                               Name:
                               Title:  Vice President


                             CITIBANK, N.A.


                             By /s/ Robert J. Harrity, Jr.
                               Name:
                               Title:  Managing Director

                             THE BANK OF NEW YORK


                             By /s/ John N. Watt
                               Name:
                               Title:  Vice President


                             THE BANK OF NOVA SCOTIA


                             By /s/ J. Alan Edwards
                               Name:
                               Title:  Authorized Signatory


                             CORESTATES BANK, N.A.


                             By /s/ Anthony D. Braxton
                               Name: 
                               Title:  Vice President


                             CREDIT SUISSE FIRST BOSTON


                             By /s/ J. Scott Karro
                               Name:
                               Title:  Associate

                             By /s/ Eric J. Eckholdt
                               Name:
                               Title:  Associate


                             DEUTSCHE BANK AG, 
                             NEW YORK BRANCH and/or
                             CAYMAN ISLANDS BRANCH


                             By /s/ Gabrielle C. Upton
                               Name:
                               Title: Assistant Vice
                                      President

                             By /s/ Steven A. Cohen
                               Name:
                               Title:  Vice President


                             THE FIRST NATIONAL BANK OF 
                             CHICAGO


                             By /s/ Kenneth J. Bauer
                               Name:
                               Title:  Authorized Agent



                             FIRST UNION NATIONAL BANK


                             By /s/ Michael J. Kolosowsky
                               Name:
                               Title:  Vice President


                             FUJI BANK LIMITED


                             By /s/ Toshiaki Yakura
                               Name:
                               Title:  Senior Vice President


                             MORGAN GUARANTY TRUST COMPANY


                             By /s/ Philip S. Detjens
                               Name:
                               Title:  Vice President


                             MELLON BANK, N.A.


                             By /s/ A. Gary Chace
                               Name:
                               Title:  Senior Vice President


                             NATIONSBANK, N.A.


                             By /s/ Gretchen P. Burud
                               Name:
                               Title:  Vice President


                             TORONTO DOMINION (TEXAS), INC.


                             By /s/ Darlene Riedel
                             Name:
                             Title:  Vice President








<PAGE>
                  Bank Address Schedule





Name of Bank and Address    Phone 
                            Number(s)         Fax Number(s)

The Chase Manhattan Bank
Attn: Jaimin Patel
270 Park Avenue
New York, NY 10017          (212) 270-1354    (212) 270-2101

The Bank of New York
Attn: John Watt
One Wall Street
New York, NY 10286          (212) 635-7533    (212) 635-7533

The Bank of Nova Scotia 
Attn:  Phil Adsetts
One Liberty Plaza
26th Floor
New York, NY 10006          (212) 225-5010    (212) 225-5090

Citibank, N.A.
Attn:  Phil Kron
       Jean Chastain
399 Park Avenue
9th Floor
New York, NY 10043          (212) 559-1500    (212) 793-6130


Corestates Bank, N.A.
Attn:  Anthony Braxton 
       Jon Peterson
Widener Bldg.               (215) 786-4353    (215) 786-7721
1339 Chestnut Street        (215) 786-7799    (215) 786-7704
Philadelphia, PA 19101-7618


Credit Suisse First Boston
Attn:  James Moran
11 Madison Avenue
20th Floor
New York, NY 10010          (212) 325-9176    (212) 325-8314







Deutsche Bank AG 
Attn:  Gabrielle Upton
       Rosemary Kelley
31 West 52nd Street
24th Floor                  (212) 469-7368    (212) 469-4638
New York, NY 10019          (212) 469-8677


The First National Bank 
of Chicago 
Attn:  Kenneth Bauer
       Madeleine Pember
One First National Plaza
Suite 0360                  (312) 732-6282    (312) 732-3055
Chicago, IL 60670           (312) 732-9727


First Union National Bank
Attn:  Brian Tate
301 South College Street
5th Floor
Charlotte, NC 28288-0735    (704) 383-0510    (704) 383-6670


Fuji Bank Limited 
Attn:  Michael Gebauer
       Mark Olson
Two World Trade Center      (212) 898-2064    (212) 321-9407
New York, NY 10048          (212) 898-2066


Morgan Guaranty Trust Company
Attn:  Philip Detjens
60 Wall Street
New York, NY 10005          (212) 648-8454    (212) 648-5014


Mellon Bank, N.A.
Attn:  Mary Ellen Usher
       A. Gary Chace
1 Mellon Bank Center
Suite 4425                  (412) 236-1203    (412) 236-1840
Pittsburgh, PA 15258-0001   (412) 236-2786


NationsBank, N.A.
Attn:  Brenda Tate
       Andrew Hemsley
100 North Tyron Street
8th Floor                   (704) 386-1644    (704) 386-1270
Charlotte, NC 28255         (704) 386-0710



Toronto Dominion (Texas), Inc. 
Attn:  Katherine Lucey
31 West 52nd Street
New York, NY 10019-6101     (212) 468-0785    (212) 262-1929


<PAGE>

                                                 SCHEDULE I


BANK                                             COMMITMENT

THE CHASE MANHATTAN BANK ...................... $15,000,000
CITIBANK, N.A. ................................ $15,000,000
THE BANK OF NEW YORK .......................... $10,000,000
THE BANK OF NOVA SCOTIA ....................... $10,000,000
CORESTATES BANK, N.A. ......................... $10,000,000
CREDIT SUISSE FIRST BOSTON .................... $10,000,000
DEUTSCHE BANK AG .............................. $10,000,000
THE FIRST NATIONAL BANK OF CHICAGO ............ $10,000,000
FIRST UNION NATIONAL BANK ..................... $10,000,000
FUJI BANK LIMITED. ............................ $10,000,000
MORGAN GUARANTY TRUST COMPANY ................. $10,000,000
MELLON BANK, N.A. ............................. $10,000,000
NATIONSBANK, N.A. ............................. $10,000,000
TORONTO DOMINION (TEXAS), INC. ................ $10,000,000

                       TOTAL COMMITMENT ...... $150,000,000







<PAGE>
                                                 EXHIBIT A  
  OPINION OF GENERAL COUNSEL OR SENIOR COUNSEL FOR PPL,     
              FINANCE CO. AND RESOURCES


The opinion of Counsel for PPL, Finance Co. and Resources, 
referred to in Section 4.1(b) of the 364-Day Revolving 
Credit Agreement among PPL, Finance Co., Resources, as 
guarantor of the obligations of Finance Co., the banks from 
time to time party thereto and The Chase Manhattan Bank, as 
fronting bank, collateral agent and as agent for the banks 
thereto and the 5-Year Revolving Credit Agreement among PPL, 
Finance Co., Resources, as guarantor of the obligations of 
Finance Co., the banks from time to time party thereto and 
The Chase Manhattan Bank, as fronting bank, collateral agent 
and as agent for the banks thereto (each individually an 
"Agreement" and together, the "Agreements") shall be to the 
effect that (terms used herein shall have the meanings 
specified therefor in the Agreements):

	1.  Each of PPL and Resources is duly incorporated, 
validly existing and in good standing under the laws of the 
Commonwealth of Pennsylvania and each of PPL and Finance Co. 
has the corporate power to make and perform the Agreements 
and to borrow under the Agreements and Resources has the 
corporate power to guarantee the obligations of Finance Co. 
under the Agreements.

	2.  The making and performance by each of PPL and 
Finance Co. of the Agreements, and the guarantee by 
Resources of the obligations of Finance Co. under the 
Agreements 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 known to such 
counsel to which any of them is a party.

	3.  The Agreements constitute the legal, valid and 
binding obligations of PPL, Finance Co. and Resources 
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.

	4.  Except as disclosed in or contemplated by PPL's or 
Resources' Form 10-K Report to the Securities and Exchange 
Commission for the year 1996, no litigation, arbitration or 
administrative proceeding is pending or, to the knowledge of 
such counsel, threatened, which, if determined adversely to 
PPL or Resources, would materially and adversely affect the 
ability of PPL or Resources to perform any of its 
obligations under the Agreements.  There is no litigation, 
arbitration or administrative proceeding pending or, to the 
knowledge of such counsel, threatened which questions the 
validity of the Agreements.

	5.  Neither PPL nor Finance Co. is engaged principally, 
or as one of its important activities, in the business of 
extending credit 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.

	6.  There have not been any "reportable events," as 
that term is defined in Section 4043 of the Employee 
Retirement Income Security Act of 1974, as amended, which 
would result in a material liability of PPL or Resources.

	7.  No authorization, consent or approval from 
governmental bodies or regulatory authorities is required 
for the making and performance of the Agreement by PPL, 
Finance Co. or Resources or by PPL or Finance Co. for the 
borrowings thereunder, except such authorizations, consents 
and approvals as have been obtained prior to the making of 
any Loans and are in full force and effect, all of which are 
listed on Annex I hereto.


<PAGE>
                                                  EXHIBIT B
To Each of the Banks party to the
  Revolving Credit Agreements
  referred to below, and The Chase
  Manhattan Bank, as Fronting Bank,
  as Collateral Agent and as Agent
  for such Banks


Re:  $150,000,000 364-Day Revolving Credit Agreement
     $300,000,000 5-Year Revolving Credit Agreement

Dear Ladies and Gentlemen:

	We have acted as Counsel to PP&L, Inc. ("PPL"), PP&L 
Capital Funding, Inc. ("Finance Co.") and PP&L Resources, 
Inc. (individually "Resources" and collectively with PPL and 
Finance Co, the "Loan Parties") in connection with the 364-
Day Revolving Credit Agreement dated November [ ], 1997 
among the Loan Parties, the Banks listed on Schedule I 
thereto, and you as Fronting Bank, as Collateral Agent and 
as Agent for such Banks and the 5-Year Revolving Credit 
Agreement dated November [ ], 1997 among the Loan Parties, 
the Banks listed on Schedule I thereto, and you as Fronting 
Bank, as Collateral Agent and as Agent for such Banks 
(individually each an "Agreement" and collectively, the 
"Agreements"). 

	We are familiar with the Agreements and the other 
documents executed and delivered by the Loan Parties in 
connection with the Agreements.  We have also examined such 
other documents and satisfied ourselves as to such other 
matters as we have deemed necessary in order to render this 
opinion.

	Based on the foregoing, we are of the opinion that 
Finance Co. is duly incorporated, validly existing and in 
good standing under the laws of Delaware and Finance Co. has 
the corporate power to make and perform the Agreements and 
to borrower under the Agreements.  We are also of the 
opinion that the Agreements constitute the legal, valid and 
binding obligations of the Loan Parties enforceable in 
accordance with their terms except to the extent limited by 
bankruptcy, insolvency or reorganization laws or by other 
laws relating to or affective the enforceability of 
creditors' rights generally and by general equitable 
principles.

	We are members of the New York Bar and do not hold 
ourselves out as experts on the laws of the Commonwealth of 
Pennsylvania.  Insofar as the opinions set forth herein are 
affected by the laws of the Commonwealth of Pennsylvania, we 
have relied upon the opinion of even date herewith addressed 
to you by [          ].  In rendering his opinion, 
[          ] is hereby authorized to rely on this opinion as 
to matters of New York law addressed herein as if it were 
addressed to him.  This opinion is not being delivered for 
the benefit of, nor may it be relied upon by, any person to 
which it is not specifically addressed or to which reliance 
has not been expressly authorized in writing.



                             Very truly yours,



<PAGE>
                                                 EXHIBIT C
[Form of Extension Letter]


[Date]1)


The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017

Attention:  The Chase Manhattan Bank, as Agent, as Fronting 
Bank and as Collateral Agent, and the Banks party to the 
Credit Agreement

Re:  Extension of Expiry Date


Ladies and Gentlemen:

	Reference is hereby made to that certain 364-Day 
Revolving Credit Agreement (as amended, supplemented or 
otherwise modified from time to time, the "Credit 
Agreement") dated as of November [ ], 1997, among PP&L, Inc. 
("PPL"), PP&L Capital Funding, Inc. ("Finance Co.") and PP&L 
Resources, Inc. ("Resources"), the banks party thereto (the 
"Banks"), The Chase Manhattan Bank, as fronting bank, as 
collateral agent and as agent for the Banks.  Terms used and 
not defined herein shall have the meaning assigned to such 
terms in the Credit Agreement.

	1.  Prior to giving effect to the extension referred to 
below, the Expiry Date is __________ (the "Current Expiry 
Date").

	2.  PPL and Finance Co. hereby request that the Expiry 
Date be extended to _________.2)

____________________
	1) This Letter shall be delivered to the Agent not less 
than 30 and not more than 45 days prior to the Current 
Expiry Date.

	2) Such date shall be 364 days after the Current Expiry 
Date.

	3.  Pursuant to Section 2.6 of the Credit Agreement, 
such extension of the Current Expiry Date shall become 
effective on the 20th day prior to the Current Expiry Date 
if (and only if) Banks holding Commitments that aggregate at 
least 51% of the Total Commitment on such date shall have 
agreed to such extension as evidenced by their signatures 
below.

	This letter may be executed in two or more 
counterparts, each of which shall constitute an original but 
all of which when taken together shall constitute but one 
instrument.  The delivery by telecopy of an executed 
counterpart hereof shall be effective as delivery of an 
original manually executed counterpart.

                             Very truly yours,




PP&L, Inc.                    PP&L Capital Funding, Inc.

By:                           By:
   ______________________        ______________________ 
   ______________________        ______________________
Name:                           Name:
Title:                          Title:





























                                                Exhibit C
                                                   Page 3




PP&L Resources, Inc.

By:
   ______________________
   ______________________
Name:                  
Title:                 


Acknowledged and agreed to 
as of the date noted above:

THE CHASE MANHATTAN BANK, 
individually and as           [BANK]
Agent, Collateral Agent
and Fronting Bank,

By:                           By:
   ______________________        ______________________ 
   ______________________        ______________________
Name:                        Name:
Title:                       Title: