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                         AMENDMENT NO. 5

                               TO

               PENNSYLVANIA POWER & LIGHT COMPANY

               OFFICERS DEFERRED COMPENSATION PLAN

	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Officers Deferred 
Compensation Plan ("Plan") effective July 1, 1985; and
	WHEREAS, the Plan was amended and restated effective 
January 1, 1990, and subsequently amended by Amendment Nos. 1, 2, 
3 and 4; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I. Effective January 1, 1996, Articles 6 and 7 are amended to 
read:
6.	Payment of Account - General Provisions

	(a) The Total Amount Payable shall be payable to 
Participant:

	      (i)   if Participant becomes totally disabled while 
employed by the Company or an Affiliated 
Company, as determined by the EBPB in its 
discretion;

	     (ii)   if Participant retires from the Company and all 
Affiliated Companies under the Retirement Plan; 
or

	    (iii)   if Participant resigns or otherwise ceases 
employment with the Company and all Affiliated 
Companies; 

	    within thirty (30) days of such event or in the January 
of the calendar year following such event, as elected by 
Participant.  Such election must be made before the 
applicable Cash Compensation and/or Cash Award is 
deferred and may not be changed with respect to Cash 
Compensation and/or Cash Award once it has been 
deferred.  If Participant has made no election, payments 
will commence within thirty (30) days after cessation of 
employment.

	(b)    (i)  The Total Amount Payable shall be paid to 
Participant in a single sum or in annual 
installments up to a maximum of fifteen (15) 
years, as elected by the Participant.  Such 
election must be made before the applicable Cash 
Compensation and/or Cash Award is deferred and 
may not be changed with respect to Cash 
Compensation and/or Cash Award once it has been 
deferred.

	      (ii)  All annual installments shall, except for the 
final payment, be not less than $5,000.  To the 
extent necessary, the number of annual 
installments may be reduced to insure that 
annual installments are at least $5,000.

	     (iii)  The amount of each annual installment shall be 
determined by dividing the Total Amount Payable 
less any payments already made to Participant by 
the remaining number of annual installments to 
be made (i.e., a 10 year payout shall pay 1/10 
of the Total Amount Payable as the first 
installment, 1/9 as the second annual 
installment, etc.).

	(c)    (i)  If Participant dies while employed by the 
Company or an Affiliated Company or before all 
installments have been paid under paragraph 
5(b), payments shall be made within 30 days 
after Participant's death to the beneficiary 
designated in writing by Participant.  
Participant shall have a continuing power to 
designate a new beneficiary in the event of his 
death at any time prior to his death by written 
instrument delivered by Participant to the EBPB 
without the consent or approval of any person 
theretofore named as his beneficiary.  In the 
event the designated beneficiary does not 
survive Participant, payment will be made to an 
alternate beneficiary designated in writing by 
Participant.  If no such designation is in 
effect at the time of death of Participant, or 
if no person so designated shall survive 
Participant, payment shall be made to 
Participant's estate. 

	      (ii)  Payments made to Participant's designated 
beneficiary will be made at the times and in the 
amounts as if Participant were living based on 
Participant's elected form of distribution; 
provided, however, if payments are to be made to 
Participant's estate, payment will be made in a 
single sum.

7.	Supplemental Payments.

	(a)     Upon his retirement under the Retirement Plan or the 
Company's Supplemental Executive Retirement Plan or 
upon his death while still employed by the Company 
or an Affiliated Company, Participant and/or his 
beneficiaries shall be paid a monthly supplemental 
retirement benefit (or supplemental pre-retirement 
spouse's annuity, as the case may be) equal to the 
difference, if any, between the benefit which would 
have been payable to him under such plan if the 
Participant's Deferred Cash Compensation had been 
included in the Participant's compensation for such 
plan and the benefit actually payable to the 
Participant and/or his beneficiaries thereunder.  
Such supplemental retirement benefit shall be 
payable in accordance with all the terms and 
conditions applicable to the Participant's or his 
beneficiary's benefit under the Retirement Plan, 
including any optional form of payment.  If such 
supplemental retirement payments would be less than 
one hundred dollars ($100) per month, the EBPB, in 
its discretion, may elect to make such monthly 
supplemental retirement payments in such 
installments as the EBPB may determine or in a 
single lump-sum payment.  Notwithstanding the 
foregoing, in the event that Participant's benefits 
under the Retirement Plan are subject to a qualified 
domestic relations order, any supplemental 
retirement benefits payable under this paragraph 
shall be calculated and made without regard to such 
order.

II.	Except as provided for in this Amendment No. 5, all other 
provisions of the Plan shall remain in full force and effect.
	IN WITNESS WHEREOF, this Amendment No. 5 is executed this 
16th day of May, 1996.

                            PENNSYLVANIA POWER & LIGHT COMPANY


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