<PAGE>
                         AMENDMENT NO. 1

                               TO

                PENNSYLVANIA POWER & LIGHT COMPANY

                EXECUTIVE RETIREMENT SECURITY PLAN


	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Executive 
Retirement Security Plan ("Plan") effective January 1, 1987; and
	WHEREAS, the Plan was amended by Amended and Restated 
effective August 31, 1995; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.   Effective January 1, 1996, the following sections of 
Article II, III, IV, V, VI and XI are amended to read:
2.1  "Actuarial Equivalent" means having or that which has equal 
actuarial value to the Security Benefit based on the 
assumptions and factors described in Schedule A of the 
Retirement Plan.  For purposes of Section 4.2(B) and 
calculating the present value of benefits to determine the 
value of any Lump Sum payable under the Plan, the Actuarial 
Equivalent will be based on an interest rate equal to the 
United States Government 30 year bond rate for the second 
month prior to retirement as published in the Federal 
Reserve Board Statistical Bulletin and the 1983 Group 
Annuity Mortality Table.

2.2  "Affiliated Company" or "Affiliated Companies" shall mean 
any parent or subsidiaries of the Company (or companies 
under common control with the Company) which are members of 
the same controlled group of corporations (within the 
meaning of Section 1563(a) of the Code) as the Company.

2.3  "Annual Base Salary" means the greater of Participant's 
annual base salary from the Company for the twelve months 
immediately prior to the occurrence of the event or 
circumstance upon which the Notice of Termination is based 
or in effect immediately prior to the Change in Control.

2.4  "Board" means the Board of Directors of the Company.

2.5  "Bonus" means the higher of the average amount paid to 
Participant (including as an amount so paid any amount that 
would have been so paid but for Participant's request that 
the amount not be paid) pursuant to any bonus or incentive 
compensation plan or program of the Company ("Incentive 
Plans") with respect to the three years (or such shorter 
period for which Participant was covered under a Company 
sponsored bonus program) preceding the year in which the 
Date of Termination occurs or the average amount paid (in-
cluding as an amount so paid any amount that would have been 
so paid but for Participant's request that the amount not be 
paid) with respect to the three years (or such shorter 
period for which Participant was covered under a Company 
sponsored bonus program) preceding the year in which the 
Change in Control occurs.

2.6  "Cause" for termination by the Company or an Affiliated 
Company of Participant's employment means (i) the willful 
and continued failure by Participant to substantially 
perform Participant's duties with the Company or an 
Affiliated Company (other than any such failure resulting 
from Participant's incapacity due to physical or mental 
illness) after a written demand for substantial performance 
is delivered to Participant by the Board, which demand 
specifically identifies the manner in which the Board 
believes that Participant has not substantially performed 
Participant's duties, or (ii) the willful engaging by 
Participant in conduct which is demonstrably and materially 
injurious to the Company or an Affiliated Company, 
monetarily or otherwise.  For purposes of clauses (i) and 
(ii) of this definition, no act or failure to act, on Par-
ticipant's part shall be deemed "willful" unless done, or 
omitted to be done, by Participant not in good faith and 
without reasonable belief that Participant's act, or failure 
to act, was in the best interest of the Company or an 
Affiliated Company.  In no event shall the termination of 
employment of any Participant be deemed to have been for 
Cause unless a copy of a resolution duly adopted by the 
affirmative vote of not less than three quarters (3/4) of 
the entire membership of the Board at a meeting of the Board 
which was called and held for the purpose of considering 
such termination (after reasonable notice to Participant and 
an opportunity for Participant, together with Participant's 
counsel, to be heard before the Board) that, in the good 
faith opinion of the Board, Participant was guilty of 
conduct set forth in clauses (i) or (ii) of this definition, 
and specifying the particulars thereof in detail, is 
delivered to the executive. 

	If at the time of determination, Participant is employed by 
an Affiliated Company, for purposes of this definition and 
Section 5.1, the board of directors of such Affiliated 
Company shall be substituted for the Board.

2.7  "Change in Control" means the occurrence of any one of the 
following events:  (a) any change in the control of Re-
sources of a nature that would be required to be reported in 
response to Item 1(a) of Form 8-K under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"); (b) 
during any period of not more than two consecutive years, 
individuals who at the beginning of such period constitute 
the Board of Resources and any new director (other than a 
director designated by a Person who has entered into an 
agreement with Resources to effect a transaction described 
in clause (a), (c) or (d) of this paragraph) whose election 
by the Board of Directors of Resources or nomination for 
election by Resources' shareowners was approved or 
recommended by a vote of at least two-thirds (2/3) of the 
directors then still in office who either were directors at 
the beginning of the period or whose election or nomination 
for election was previously so approved or recommended, 
cease for any reason to constitute at least a majority 
thereof; (c) any Person becomes the beneficial owner, 
directly or indirectly, of securities of Resources 
representing 20% or more of the combined voting power of 
Resources' then outstanding securities entitled to vote 
generally in the election of directors; (d) the approval by 
the shareowners of Resources of any merger or consolidation 
of Resources with any other corporation or a plan of 
complete liquidation of Resources or the sale or other dis-
position of all or substantially all of the assets of Re-
sources to any other person or persons unless, after giving 
effect thereto, (1) holders of Resources' then outstanding 
securities entitled to vote generally in the election of 
directors will own a majority of the outstanding stock 
entitled to vote generally in the election of directors of 
the continuing, surviving or transferee corporation or any 
parent (within the meaning of Rule 12b-2 under the Exchange 
Act) thereof and (2) the incumbent members of the Board of 
Directors of Resources as constituted immediately prior 
thereto shall constitute at least a majority of the di-
rectors of the continuing, surviving or transferee corpora-
tion and any parent thereof; or (e) the Board of Directors 
of Resources adopts a resolution to the effect that a 
"Change in Control" has occurred or is anticipated to occur.

2.8  "Company" means Pennsylvania Power & Light Company.

2.9  "Continuation of Coverage" means the benefit provided under 
Section 4.3.

2.10  "Date of Termination" has the meaning set forth in Section 
5.2.

2.11  "Disability" shall be deemed the reason for the termination 
by the Company or Affiliated Company of Participant's em-
ployment, if, as a result of Participant's incapacity due to 
physical or mental illness, Participant shall qualify for 
coverage under the Company's or Affiliated Company's Long-
Term Disability Plan in effect immediately prior to a Change 
in Control, the Company or Affiliated Company shall have 
given Participant a Notice of Termination for Disability, 
and, within thirty (30) days after such Notice of 
Termination is given, Participant shall not have returned to 
the full-time performance of Participant's duties.

2.12  "EBPB" means the Employee Benefit Plan Board, the members 
of which are appointed by the Board.

2.13  "Good Reason" for termination of Participant's employment 
with the Company or an Affiliated Company by such 
Participant means the occurrence (without Participant's ex-
press written consent) of any one of the following acts by 
the Company or an Affiliated Company:

	(a)  the assignment to Participant of any duties inconsis-
tent with Participant's status as an executive officer or 
key employee of the Company or an Affiliated Company or a 
substantial adverse alteration in the nature or status of 
Participant's responsibilities from those in effect imme-
diately prior to a Change in Control;

	(b)  a reduction by the Company or Affiliated Company of 
Participant's annual base salary as in effect on the 
Effective Date of this restated Plan, or as the same may be 
increased from time to time;
	
	(c)  the relocation of the Participant's principal work 
location to a location more than 30 miles from such work 
location immediately prior to a Change in Control;

	(d)  the failure by the Company or Affiliated Company to pay 
to Participant any portion of Participant's current compen-
sation or to pay to Participant any portion of an install-
ment of deferred compensation under any deferred com-
pensation program of the Company or Affiliated Company, 
within seven (7) days of the date such compensation is due;

	(e)  the failure by the Company or Affiliated Company to 
continue in effect any compensation or benefit plan in which 
Participant participates immediately prior to a Change in 
Control which is material to Participant's total compensa-
tion, or any substitute plans adopted prior to a Change in 
Control, unless an equitable arrangement (embodied in an 
ongoing substitute or alternative plan) has been made with 
respect to such plan, or the failure by the Company or 
Affiliated Company to continue Participant's participation 
therein (or in such substitute or alternative plan) on a 
basis not materially less favorable, both in terms of the 
amount of benefits provided and the level of Participant's 
participation relative to other participants, as existed at 
the time of a Change in Control, or

	(f)  the failure by the Company or Affiliated Company to 
continue to provide Participant with benefits substantially 
similar to those enjoyed by Participant under any of the 
Company's or Affiliated Company's pension, retirement, 
savings, life insurance, medical, health and accident, or 
disability plans in which Participant was participating 
immediately prior to a Change in Control, the taking of any 
action by the Company or Affiliated Company which would 
directly or indirectly materially reduce any of such bene-
fits or deprive Participant of any material fringe benefit 
enjoyed by Participant immediately prior to a Change in 
Control, or the failure by the Company or Affiliated Company 
to provide Participant with the number of paid vacation days 
to which Participant is entitled on the basis of years of 
service with the Company or Affiliated Company in accordance 
with the Company's or Affiliated Company's normal vacation 
policy in effect immediately prior to a Change in Control.
	
	Participant's right to terminate his or her employment with 
the Company or Affiliated Company for Good Reason shall not 
be affected by Participant's incapacity due to physical or 
mental illness.  Participant's continued employment shall 
not constitute consent to, or a waiver of rights with 
respect to, any act or failure to act constituting Good 
Reason hereunder.

2.14  "Lump Sum" has the meaning set forth in Section 7.3.

2.15  "Notice of Termination" has the meaning set forth in 
Section 5.1.

2.16  "Officers Deferred Compensation Plan" means the 
Pennsylvania Power & Light Company Officers Deferred 
Compensation Plan, as amended from time to time.

2.17  "Participant" means an eligible officer of the Company, or 
a former eligible officer of the Company who was transferred 
to an Affiliated Company within six months prior to a Change 
in Control, entitled to receive benefits under this Plan 
under Article III.

2.18  "Person" shall have the meaning given in Section 3(a)(9) of 
the Exchange Act, as modified and used in Sections 13(d) and 
14(d) thereof; however, a Person shall not include (i) 
Resources or any of its subsidiaries, (ii) a trustee or 
other fiduciary holding securities under an employee benefit 
plan of Resources or any of its subsidiaries, (iii) an 
underwriter temporarily holding securities pursuant to an 
offering of such securities, or (iv) a corporation owned, 
directly or indirectly, by the shareowners of Resources in 
substantially the same proportions as their ownership of 
stock of Resources.

2.19  "Plan" means this Executive Retirement Security Plan, as 
amended from time to time.

2.20  "Potential Change in Control" means the occurrence of any 
one of the following events or conditions:

	(a)  Resources enters into an agreement, the consummation of 
which would result in the occurrence of a Change in Control;

	(b)  any Person publicly announces an intention to take or 
to consider taking actions which if consummated would 
constitute a Change in Control; 

	(c)  any Person is or becomes the beneficial owner, directly 
or indirectly, of securities of Resources representing 5% or 
more of the combined voting power of Resources' then out-
standing securities entitled to vote generally in the 
election of directors.

	(d)  the Board adopts a resolution to the effect that, for 
purposes of this Agreement, a Potential Change in Control 
has occurred.

2.22  "Projected Years of Service" means the number of full or 
partial twelve-month periods beginning on the date on which 
a Participant attains the age of 30 and ending on the date a 
Participant ceases to accrue benefits under the Retirement 
Plan.

2.23  "Resources" shall mean PP&L Resources, Inc.

2.24  "Retirement Plan" means The Retirement Plan of Pennsylvania 
Power & Light Company, as amended from time to time.

2.25  "Security Benefit" means the security benefit payable under 
this Plan calculated under Article IV.

2.26  "SERP" means the Pennsylvania Power & Light Supplemental 
Executive Retirement Plan, as amended from time to time.

2.27  "Supplemental Final Average Earnings" means twelve times 
the monthly average of a Participant's Cash Compensation (as 
defined by the Officers Deferred Compensation Plan) for the 
12 full consecutive months in the final 60 (or fewer) full 
consecutive months of employment with the Company which 
yield the highest average.  For this purpose, non-
consecutive months interrupted by periods in which the 
Participant receives no Cash Compensation shall be treated 
as consecutive.  If a Participant does not have 12 full 
consecutive months of employment with the Company, his 
Supplemental Final Average Earnings shall be the total of 
the Cash Compensation earned for the number of months of 
employment.  The amount of Cash Compensation for each month 
shall be increased by the value of (1) any Awards (including 
any dividends distributed on Restricted Stock during the 
Restriction Period) granted to Participant under the 
Incentive Compensation Plan attributable to such month, and 
(2) any cash grants awarded to Participant pursuant to the 
executive incentive awards program initially approved by the 
Board on October 25, 1989.  For the purpose of determining 
the amount by which Cash Compensation is increased, the EBPB 
will determine (a) the value of any Award under the Incen-
tive Compensation Plan prorated over the 12 consecutive 
month period for which the Award was granted; (b) the amount 
of any dividends distributed on Restricted Stock during the 
Restriction Period and prorate such amount over the period 
for which such dividends are paid; and (c) the amount of any 
cash grant awarded under the executive incentive awards 
program and prorate such amount over the 12 consecutive 
month period for which the Award was granted.

2.28  "Years of Service" means the number of full and partial 
years used to calculate Participant's accrued benefit under 
the Retirement Plan, beginning at the Participant's age 30.

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

4.2  The Security Benefit for Participant shall be calculated as 
an annual amount payable for the life of Participant (except 
as otherwise provided in Section 7.3, below), equal to the 
greater of (a) or (b) as follows:

	(a)  (1) minus (2):

	    (1)  the greater of (A) or (B)

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

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

                    or

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

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

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

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

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

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

	             or 

	(b)  (1) For Participants  in Company Salary Grades I, II or 
III  anytime within six months prior to a Change in 
Control, an annual payment for the life of the 
Participant, the Actuarial Equivalent of which is 
equal to the product of (i) the sum of such 
Participant's Annual Base Salary and Bonus and (ii) 
a factor of three (3), or

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

	In the event the Participant commences benefits on or after 
age 50, the Security Benefit calculated pursuant to Section 
4.2(a) shall be unreduced.  In the event the Participant 
commences benefits prior to attainment of age 50, the 
Security Benefit shall be calculated pursuant to Section 
4.2(a), as a benefit payable for the life of the Participant 
commencing at the Participant's age 50, using the 
Participant's Years of Service on the Date of Termination, 
and then reduced on an Actuarially Equivalent basis from age 
50 to reflect the actual benefit commencement date.  

5.2  "Date of Termination", with respect to any purported ter-
mination of the Participant's employment after a Change in 
Control, shall mean (i) if the Participant's employment is 
terminated for Disability, thirty (30) days after Notice of 
Termination is given (provided that Participant shall not 
have returned to the full-time performance of Participant's 
duties during such thirty (30) day period), and (ii) if the 
Participant's employment is terminated for any other rea-
son, the date specified in the Notice of Termination 
(which, in the case of a termination by the Company or an 
Affiliated Company, shall not be less than thirty (30) days 
(except in the case of a termination for Cause) and, in the 
case of a termination by Participant, shall not be less 
than fifteen (15) days nor more than sixty (60) days, 
respectively, from the date such Notice of Termination is 
given).

5.4  If a purported termination occurs following a Change in 
Control, and such termination is disputed in accordance 
with Section 5.3 hereof, the Company or Affiliated Company 
shall continue to pay Participant the full compensation in 
effect when the notice giving rise to the dispute was given 
(including, but not limited to, salary) and continue 
Participant as a participant in all compensation, benefit 
and insurance plans in which Participant was participating 
when the notice giving rise to the dispute was given, until 
the dispute is finally resolved in accordance with Section 
5.3 hereof.  Amounts paid under this Section 5.4 are in 
addition to all other amounts due under this Plan and shall 
not be offset against or reduce any other amounts due under 
this Plan.

6.1  Security Benefit payments (including payment of the Lump 
Sum, if applicable) shall begin as soon as practicable fol-
lowing the Participant's termination of employment with the 
Company and all Affiliated Companies.  

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

II.	Except as provided for in this Amendment No. 1, all other 
provisions of the Plan shall remain in full force and 
effect.
	IN WITNESS WHEREOF, this Amendment No. 1 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