<PAGE>
                                            CONFORMED 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.



                       $300,000,000


              5-YEAR 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 .......    5
        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 .........   12
        2.5  Increased Costs, Illegality, Etc. .....   14


SECTION 3.   Payments ..............................   18
        3.1  Payments on Non-Business Days .........   18
        3.2  Voluntary Prepayments .................   18
        3.3  Method and Place of Payment, Etc. .....   19
        3.4  Net Payments ..........................   20


SECTION 4.   Conditions Precedent ..................   20
        4.1  Conditions to Effectiveness ...........   20
        4.2A Conditions to Each Loan to PPL and
             Each Issuance of Letter of Credit on 
             behalf of PPL .........................   22
        4.2B Conditions to Each Loan to Finance Co. 
             and Each Issuance of a Letter of 
             Credit on behalf of Finance Co. .......   23


SECTION 5.A  Covenants of PPL ......................   24
        5.1A Financial Statements ..................   24
        5.2A Mergers ...............................   25
        5.3A Ratings ...............................   26
        5.4A Consolidated Indebtedness to 
             Consolidated Capitalization ...........   26



SECTION 5.B  Covenants of Finance Co. and 
             Resources .............................   26
        5.1B Financial Statements ..................   26
        5.2B Mergers ...............................   27
        5.3B Ratings ...............................   28
        5.4B Liens .................................   28
        5.5B Consolidated Indebtedness to 
             Consolidated Capitalization ...........   28


SECTION 6.A  Events of Default for PPL .............   28
        6.1A Representations, Etc. .................   28
        6.2A Principal and Interest ................   29
        6.3A Defaults by PPL Under Other Agreements.   29
        6.4A Judgments .............................   29
        6.5A Bankruptcy, Etc. ......................   29
        6.6A Other Covenants .......................   30


SECTION 6.B  Events of Default for Finance Co. .....   30
        6.1B Representations, Etc. .................   30
        6.2B Principal and Interest ................   30
        6.3B Defaults by PPL, Finance Co. or 
             Resources Under This Agreement or 
             Other Agreements ......................   30
        6.4B Judgments .............................   31
        6.5B Bankruptcy, Etc. ......................   31
        6.6B Other Covenants .......................   32
        6.7B Events of Default With Respect 
             to PPL ................................   32


SECTION 7.A  Representations and Warranties of 
             PPL ...................................   33
        7.1A Corporate Status ......................   34
        7.2A Authority; No Conflict ................   34
        7.3A Legality, Etc. ........................   34
        7.4A Financial Statements ..................   34
        7.5A Litigation ............................   34
        7.6A No Violation ..........................   35
        7.7A ERISA .................................   35
        7.8A Consents ..............................   35
        7.9A Subsidiaries ..........................   35
        7.10A Investment Company Act ...............   35
        7.11A Public Utility Holding Company Act ...   35
        7.12A Tax Returns ..........................   36
        7.13A Compliance with Laws .................   36

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


SECTION 8.  Agent ..................................   39
        8.1 Appointment ............................   39
        8.2 Nature of Duties .......................   39
        8.3 Rights, Exculpation, Etc. ..............   40
        8.4 Reliance ...............................   40
        8.5 Indemnification ........................   41
        8.6 The Agent, Individually ................   41
        8.7 Resignation by the Agent ...............   41


SECTION 9.  Resources' Guarantee ...................   42


SECTION 10.  Miscellaneous .........................   44
        10.1 Definitions ...........................   44
        10.2 Accounting Principles .................   56
        10.3 Exercise of Rights ....................   56
        10.4 Amendment and Waiver ..................   56
        10.5 Expenses; Indemnification .............   57
        10.6 Successors and Assigns ................   58
        10.7 Notices, Requests, Demands ............   61
        10.8 Survival of Representations and 
             Warranties ............................   62
        10.9 Governing Law .........................   62
        10.10 Counterparts .........................   62
        10.11 Effectiveness ........................   62
        10.12 Transfer of Office ...................   63
        10.13 Proration of Payments ................   63
        10.14 Jurisdiction; Consent to Service of 
              Process ..............................   64
        10.15 WAIVER OF JURY TRIAL .................   64
        10.16 Headings Descriptive .................   65

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 D1 -  Form of PPL Compliance Certificate
EXHIBIT D2 -  Form of Resources Compliance Certificate





<PAGE>
	     5-YEAR 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 condi-
tions 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, 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 tele-
phonic 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 immedi-
ately 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.  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 Section 1.4(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 Section2.5(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 pro-
posed 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 Bor-
rowing 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 con-
firmed 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).



	     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 outs-
tanding 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 representa-
tions 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 repre-
sentations 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 furn-
ished 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 vol-
untary 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, insol-
vency or liquidation or similar law of any jurisdiction whe-
ther 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 credi-
tors; 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 furn-
ished 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, insol-
vency or liquidation or similar law of any jurisdiction whe-
ther 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 credi-
tors; or any corporate action shall be taken by Finance Co. 
or Resources for the purpose of effecting any of the fore-
going; 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 auto-
matically 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 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 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 con-
templated 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.

	     7.6A  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 
indirectly 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 con-
templated 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 notifica-
tion, 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 spec-
ifically 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:

	"364-Day Agreement" shall mean the $150,000,000 364-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 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).



          Criteria            Applicable    Applicable
                              Commitment    Eurodollar
                                 Fee          Margin
                              Percentage

Category A:

A- or better/                .110%        .300%
     A3 or better    

Category B:

	BBB+/Baa1                    .130%        .350%


Category C:

	BBB/Baa2                     .150%        .400%

Category D:

	BBB-/Baa3                    .1875%       .450%

Category E:

BB+ or below/                .250%        .625%
Ba1 or below

	"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 five years from the date 
hereof.

	"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 Borrowing 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 circum-
stances 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 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 364-Day 
Agreement, (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 Section 1.8 and Section 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 Section 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, 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 pay-
ment 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 AGREE-
MENT 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






<PAGE>
                                 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



<PAGE>
                                 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





<PAGE>
                             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




<PAGE>
Corestates Bank, N.A.
Attn:  Anthony Braxton
       Jon Peterson
Widener Bldg.
1339 Chestnut Street
Philadelphia, PA 19101-7618

                           (215) 786-4353
                           (215) 786-7799

                                            (215) 786-7721
                                            (215) 786-7704

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
New York, NY 10019

                          (212) 469-7368
                          (212) 469-8677

                                            (212) 469-4638

The First National Bank 
of Chicago 
Attn:  Kenneth Bauer
       Madeleine Pember
One First National Plaza
Suite 0360
Chicago, IL 60670


                          (312) 732-6282
                          (312) 732-9727


                                            (312) 732-3055




<PAGE>
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
New York, NY 10048

                            (212) 898-2064
                            (212) 898-2066

                                             (212) 321-9407

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
Pittsburgh, PA 15258-0001

                            (412) 236-1203
                            (412) 236-2786

                                             (412) 236-1840




<PAGE>
NationsBank, N.A.
Attn:  Brenda Tate
       Andrew Hemsley
100 North Tyron Street
8th Floor
Charlotte, NC 28255

                        (704) 386-1644
                        (704) 386-0710

                                           (704) 386-1270

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                         $30,000,000
CITIBANK, N.A.                                   $30,000,000
THE BANK OF NEW YORK                             $20,000,000
THE BANK OF NOVA SCOTIA                          $20,000,000
CORESTATES BANK, N.A.                            $20,000,000
CREDIT SUISSE FIRST BOSTON                       $20,000,000
DEUTSCHE BANK AG                                 $20,000,000
THE FIRST NATIONAL BANK OF CHICAGO               $20,000,000
FIRST UNION NATIONAL BANK                        $20,000,000
FUJI BANK LIMITED.                               $20,000,000
MORGAN GUARANTY TRUST COMPANY                    $20,000,000
MELLON BANK, N.A.                                $20,000,000
NATIONSBANK, N.A.                                $20,000,000
TORONTO DOMINION (TEXAS), INC.                   $20,000,000

                           TOTAL COMMITMENT     $300,000,000




<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 admin-
istrative 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,