<PAGE>

             PENNSYLVANIA POWER & LIGHT COMPANY

           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



























                     Amended and Restated 
               Effective as of August 31, 1995



                PENNSYLVANIA POWER & LIGHT COMPANY

             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                   EFFECTIVE JULY 1, 1985


                     TABLE OF CONTENTS 


ARTICLE                                       PAGE


   1.  Purpose                                  1


   2.  Definitions                              2


   3.  Eligibility                              9


   4.  Supplemental Executive Retirement 
       Benefit                                 11


   5.  Method of Payment                       13


   6.  Death Benefit                           15


   7.  Administration                          16


   8.  Miscellaneous                           17


   9.  Termination or Amendment                19


  10.  Effective Date                          20



             PENNSYLVANIA POWER & LIGHT COMPANY
           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 


	WHEREAS, Pennsylvania Power & Light Company (the "Company") has 
adopted the Pennsylvania Power & Light Company Supplemental 
Executive Retirement Plan (the "Plan"), effective July 1, 1985, as 
amended from time to time, for certain of its employees; and
	WHEREAS, the Company desires at this time to amend and restate 
the Plan;
	NOW, THEREFORE, effective as of August 31, 1995, the Plan is 
continued, amended and restated as hereinafter set forth:
1. 	Purpose.  The purpose of this Supplemental Executive Retirement 
Plan is to provide certain executive officers of the 
Pennsylvania Power & Light Company additional retirement income 
so that total retirement income for key officers is competitive 
with other employers and in order to facilitate early 
retirement from key positions carrying the  most important 
responsibilities.


2.  Definitions.
	(a)	"Actuarial Equivalent" means having or that which has equal 
actuarial value to the Supplemental Executive Retirement 
Benefit based on the assumptions and factors described in 
Schedule A of the Retirement Plan.
	(b)	"Board" means the Board of Directors of Pennsylvania Power & 
Light Company.
	(c)	"Cause" for termination of Participant's employment means 
(i) the willful and continued failure by Participant to 
substantially perform Participant's duties with the Company 
(other than any such failure resulting from Participant's 
incapacity due to physical or mental illness) after a 
written demand for substantial performance is delivered to 
Participant by the Board, which demand specifically 
identifies the manner in which the Board believes that 
Participant has not substantially performed Participant's 
duties, or (ii) the willful engaging by Participant in 
conduct which is demonstrably and materially injurious to 
the Company, monetarily or otherwise.  For purposes of 
clauses (i) and (ii) of this definition, no act, or failure 
to act, on Participant's part shall be deemed "willful" 
unless done, or omitted to be done, by Participant not in 
good faith and without reasonable belief that Participant's 
act, or failure to act, was in the best interest of the 
Company.  In no event shall the termination of employment of 
any Participant be deemed to have been for Cause unless a 
copy of a resolution duly adopted by the affirmative vote of 
not less than three quarters (3/4) of the entire membership 
of the Board at a meeting of the Board which was called and 
held for the purpose of considering such termination (after 
reasonable notice to Participant and an opportunity for 
Participant, together with Participant's counsel, to be 
heard before the Board) that, in the good faith opinion of 
the Board, Participant was guilty of conduct set forth in 
clauses (i) or (ii) of this definition, and specifying the 
particulars thereof in detail, is delivered to the 
executive. 
	(d)	"Change in Control" - means the occurrence of any one of the 
following events:  (a) any change in the control of 
Resources of a nature that would be required to be reported 
in response to Item 1(a) of Form 8-K under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"); (b) 
during any period of not more than two consecutive years, 
individuals who at the beginning of such period constitute 
the Board of Directors of Resources and any new director 
(other than a director designated by a Person who has 
entered into an agreement with Resources to effect a 
transaction described in clause (a), (c) or (d) of this 
paragraph) whose election by the Board of Directors of 
Resources or nomination for election by the shareowners of 
Resources was approved or recommended by a vote of at least 
two-thirds (2/3) of the directors then still in office who 
either were directors at the beginning of the period or 
whose election or nomination for election was previously so 
approved or recommended, cease for any reason to constitute 
at least a majority thereof; (c) any Person becomes the 
beneficial owner, directly or indirectly, of securities of 
Resources representing 20% or more of the combined voting 
power of Resources' then outstanding securities entitled to 
vote generally in the election of directors; (d) the 
approval by the  shareowners of Resources of any merger or 
consolidation of Resources with any other corporation or a 
plan of complete liquidation of Resources or the sale or 
other disposition of all or substantially all of the assets 
of Resources to any other person or persons unless, after 
giving effect thereto, (1) holders of Resources' then 
outstanding securities entitled to vote generally in the 
election of directors will own a majority of the outstanding 
stock entitled to vote generally in the election of 
directors of the continuing, surviving or transferee 
corporation or any parent (within the meaning of Rule 12b-2 
under the Exchange Act) thereof and (2) the incumbent 
members of the Board of Directors of Resources as con-
stituted immediately prior thereto shall constitute at least 
a majority of the directors of the continuing, surviving or 
transferee corporation and any parent thereof; or (e) the 
Board of Directors of Resources adopts a resolution to the 
effect that a "Change in Control" has occurred or is 
anticipated to occur.
	(e)	"Company" means Pennsylvania Power & Light Company.
	(f)	"Early Retirement Reduction Factor" means for Participants 
between the ages of 50 and 60 the percentage that appears 
adjacent to his age below:


           Age at Benefit       Percentage 
            Commencement        Applicable

                60               100%
                59                95%
                58                90%
                57                85%
                56                80%
                55                75%
                54                70%
                53                65%
                52                60%
                51                55%
                50                50%

	(g)	"EBPB" means the Employee Benefit Plan Board, the members 
of which are appointed by the Board.
	(h)	"Officers Deferred Compensation Plan" means the 
Pennsylvania Power & Light Company Officers Deferred 
Compensation Plan, as amended from time to time .
	(i)		"Participant" means an eligible officer of the Company 
entitled to receive benefits under this Plan.
	(j)		"Person" shall have the meaning given in Section 3(a)(9) 
of the Exchange Act, as modified and used in Sections 13(d) 
and 14(d) thereof; however, a Person shall not include (i) 
Resources or any of its subsidiaries, (ii) a trustee or 
other fiduciary holding securities under an employee 
benefit plan of Resources or any of its subsidiaries, (iii) 
an underwriter temporarily holding securities pursuant to 
an offering of such securities, or (iv) a corporation 
owned, directly or indirectly, by the shareowners of 
Resources in substantially the same proportions as their 
ownership of stock of Resources.
	(k)	"Plan" means this Supplemental Executive Retirement Plan, 
as amended from time to time.


	(l)		"Prior Plan" means any defined benefit plan, as defined 
in Section 3(35) of the Employee Retirement Income Security 
Act of 1974, as amended, which at any time satisfies the 
applicable requirements of Section 401(a) of the Internal 
Revenue Code of 1986, as amended, provided that (i) such 
plan has a sponsor other than the Company, and (ii) 
Participant was a participant in such plan prior to 
employment with the Company.
	(m)	"Projected Years of Service" means the number of full or 
partial twelve-month periods beginning on the date on which 
Participant attains the age of 30 and ending on the date 
Participant has his final Hour of Service under the 
Retirement Plan.
	(n)	"Resources" shall mean PP&L Resources, Inc.
	(o)	"Retirement Plan" means the Retirement Plan of Pennsylvania 
Power & Light Company, as amended from time to time.
	(p)	"SERB" means the Supplemental Executive Retirement Benefit 
payable under this Plan calculated under paragraph 4.
	(q)	"Supplemental Final Average Earnings" means the following:
		(1)	Participant's Final Average Earnings as determined under 
the Retirement Plan except 
			(A)	using Cash Compensation (as defined by the Officers 
Deferred Compensation Plan) instead of Monthly Rate of 
Earnings (as defined by the Retirement Plan) and 
			(B)	increasing the amount of Cash Compensation for each 
month by the value of 
				(i)	any Awards (including any dividends distributed on 
Restricted Stock during the Restriction Period) 
granted to Participant under the Incentive 
Compensation Plan attributable to such month, and
				(ii)	any cash grants awarded to Participant pursuant to 
the executive incentive awards program initially 
approved by the Board on October 25, 1989.  For the 
purposes of determining the amount by which Cash 
Compensation is increased, the EBPB will determine 
					(I)	the value of any Award under the Incentive 
Compensation Plan as of the Award's Date of Grant 
(as defined by the Incentive Compensation Plan)  
and prorate such value over the year for which  
the Award was granted; 
					(II)	the amount of any dividends distributed on 
Restricted Stock during the Restriction Period and 
prorate such amount over the period for which such 
dividends are paid; and 
					(III)	the amount of any cash grant awarded under the 
executive incentive awards program and prorate 
such amount over the year for which the award was 
granted.
	(r)		"Years of Service" means the number of full and partial 
years used to calculate Participant's accrued benefit under 
the Retirement Plan beginning at the Participant's age 30.


3.	Eligibility.
	(a)	All officers of the Company who are in positions in Company 
Salary Groups I through IV immediately prior to the date of 
their termination of employment from the Company (or death 
if earlier) shall receive such benefits as they are 
entitled to under this Plan.  Notwithstanding the 
foregoing, except for the death benefit provided for in 
paragraph 6 below, Participant shall have no right to 
receive any payment from this Plan and shall have no rights 
whatsoever regarding this Plan if  such Participant: 
		  (i) 	terminates employment with the Company for any reason 
other than total disability, as determined by the EBPB 
in its sole discretion, prior to  reaching age 50 and 
attaining 10 Years of Service; or
		 (ii) 	is terminated by the Company for Cause.  
	(b) 	All officers who are eligible for benefits under subsection 
(a) of Paragraph 3 of the Plan and who are entitled to 
annual benefits of at least $44,000 in the aggregate from 
all Company-sponsored pension, profit-sharing, savings or 
deferred compensation plans, shall terminate their 
employment with the Company no later than the first day of 
the month following attainment of age 65, unless the 
Company requests that employment be extended for up to one 
year.  In such event, Participant must retire at the end of 
the extension, unless the Company requests additional 
extensions, at the end of which Participant must retire.  
Any Participant requested to serve beyond the mandatory 
retirement date may decline to do so without affecting his 
benefit status under this Plan or any other Company benefit 
program.  Failure to accept benefits provided for in this 
Plan shall not affect the requirements of this paragraph.


4.  Supplemental Executive Retirement Benefit.
	(a) 	Subject to paragraph 3(a) hereof, upon termination of 
employment from the Company, Participant will be paid a 
SERB subject to the terms and conditions of this Plan.  The 
SERB for Participant shall be calculated as an annual 
amount payable for the life of Participant as follows:  
	(b)	the greater of (1) or (2):
		(1)(A) 	2.7% of Participant's Supplemental Final Average 
Earnings times his Years of Service up to 20, plus
		   (B) 	1.0% of Participant's Supplemental Final Average 
Earnings times his Years of Service in excess of 20 but 
not more than 30 Years of Service, 
				  or
		(2)(A) 	2.7% of Participant's Supplemental Final Average 
Earnings times his Projected Years of Service up to 20, 
plus
			(B) 	1.0% of Participant's Supplemental Final Average 
Earnings times his Projected Years of Service in excess 
of 20 but not more than 30 Projected Years of Service, 
less
			(C) 	the annual amount payable to Participant from a Prior 
Plan, 
	(c)	less
		 	the annual amount payable as the maximum primary Social 
Security benefit payable to an individual aged 65 in the 
year of Participant's retirement whether or not received by 
Participant,

	(d)	times

			the applicable Early Retirement Reduction Factor,

	(e)	less
		 	annual amounts provided by the Retirement Plan (but not 
including any temporary supplemental amounts payable under 
Section 5.3(d)(2) of the Retirement Plan) and supplemental 
payments under paragraph 7(a) of the Officers Deferred 
Compensation Plan.  In the event Participant commences 
benefits under this Plan prior to commencing benefits under 
the Retirement Plan, deductions will be made under this 
subparagraph (e) as if Participant had commenced benefits 
under the Retirement Plan at the later of age 55 or 
commencement of benefits under this Plan.  The amount of 
the deduction will not thereafter be changed upon 
Participant's actual commencement of benefits under the 
Retirement Plan.
	(f)		Annual amounts provided by the Retirement Plan and para-
graph 7(a) of the Officers Deferred Compensation Plan shall 
be calculated as if Participant had chosen a straight life 
annuity under such Plan.
	(g) 	The annual amount payable to Participant from a Prior Plan 
as described in paragraph 4(b)(2)(C) above shall be 
calculated as if the Participant commenced benefits from 
the Prior Plan at the time benefits commence under this 
Plan.  The benefit payable under this Plan shall not be 
adjusted upon actual commencement of benefits from any 
Prior Plan.


5. 	Method of Payment.
	(a) 	For a Participant who is eligible to receive benefits 
under the Retirement Plan and who elects to receive such 
benefits at the time SERB payments begin, SERB payments 
shall be made in accordance with all the terms and 
conditions applicable to Participant's benefits under the 
Retirement Plan, including any optional form of payment 
he may have elected, provided, however, if any monthly 
payment would be one hundred dollars ($100) or less, the 
EBPB, in its discretion, may elect to make such payments 
in such installments as the EBPB may determine or in a 
single sum payment.
	(b) 	In the event that a Participant's benefits under the 
Retirement Plan are subject in whole or in part to a 
qualified domestic relations order, SERB payments shall 
be calculated and paid without regard to such order.
	(c)		For a Participant who is not eligible to receive benefits 
under the Retirement Plan or who has elected not to 
receive such benefits under the Retirement Plan at the 
time SERB payments begin, the Participant may elect one 
of the following Actuarial Equivalent forms of benefit:
		(1)	a single life annuity with equal monthly installments 
payable to the Participant for his lifetime; or
		(2)	a joint and survivor annuity with the Participant's 
designated beneficiary, payable in monthly installments 
to the Participant for his lifetime and with a specified 
percentage of the amount of such monthly installment 
payable after the death of the Participant to the 
designated beneficiary of such Participant, if then 
living, for the life of such designated beneficiary; or
		(3)	a single life annuity payable in equal monthly 
installments to the Participant for his lifetime, with 
60, 120 or 180 monthly payments guaranteed.
	(d) 	A Participant described in Section (c) above may elect a 
form of benefit hereunder by filing written notice with 
the EBPB at anytime prior to the first day of the 
calendar month for which a SERB is first payable to  
Participant.  If a Participant fails to elect a form of 
benefit, the benefit shall be paid in the form of a 
single-life annuity if the Participant does not have a 
spouse on the date of benefit commencement and in the 
form of a 50% joint and survivor annuity with 
Participant's spouse as the beneficiary if the 
Participant has a spouse on the date of benefit 
commencement.


6. 	Death Benefit.  If a pre-retirement spouse's annuity is payable 
under the Retirement Plan on account of Participant's death, 
the Participant's surviving spouse will be paid a supplemental 
spouse's annuity based on the SERB and made in accordance with 
all the terms and conditions applicable to such pre-retirement 
spouse's annuities under the Retirement Plan.


7.	Administration.  The EBPB shall have the discretionary 
authority and final right to interpret, construe and make 
benefit determinations (including eligibility and amount) under 
the Plan.  The decisions of the EBPB are final and conclusive 
for all purposes.  If one or more members of the EBPB are 
disqualified by personal interest from taking part in a 
particular decision, the remaining member or members of the 
EBPB (although less than a quorum) shall have full authority to 
act on the matter.


8.  Miscellaneous.
	(a) 	If any person to receive payment is a minor, or is 
deemed by the EBPB or is adjudged to be legally incompe-
tent, the payments shall be made to the duly appointed 
guardian or committee of such minor or incompetent, or 
they may be made to such person or persons who the EBPB 
believes are caring for or supporting such minor or 
incompetent.
	(b) 	All payments to persons entitled to benefits under this 
Plan shall be made to such persons and shall not be 
grantable, transferable or otherwise assignable in 
anticipation of payment thereof, in whole or in part, by 
the voluntary or involuntary acts of any such persons, 
or by operation of law, and shall not be liable or taken 
for any obligation of such person.  The Company will 
observe the terms of the Plan unless and until ordered 
to do otherwise by a state or Federal court.  As a con-
dition of participation, Participant agrees to hold the 
Company harmless from any claim that arises out of the 
Company's obeying any such order whether such order 
effects a judgment of such court or is issued to enforce 
a judgment or order of another court.
	(c) 	Nothing in this Plan shall confer any right on any Par-
ticipant to continue in the Company's employ or to 
receive compensation, nor shall anything in this Plan 
affect in any way the right of the Company to terminate 
any Participant's employment at any time.
	(d) 	The expenses of administration hereunder shall be borne 
by the Company.
	(e)	This Plan shall be construed, administered and enforced 
according to the laws of the Commonwealth of Pennsylvania.
	(f)	All payments from this Plan shall be made from the general 
assets of the Company.  This Plan shall not require the 
Company to set aside, segregate, earmark, pay into trust or 
special account or otherwise restrict the use of its assets 
in the operation of the business.  Participant shall have no 
greater right or status than as an unsecured creditor of the 
Company with respect to any amounts owed to Participant 
hereunder.
	(g)	The masculine pronoun shall be deemed to include the 
feminine and the singular to include the plural unless a 
different meaning is plainly required by the context.


9. 	Termination or Amendment.  The Board may, in its sole 
discretion, terminate and amend this Plan from time to time 
provided, however, that the Plan may not be terminated or 
amended to the prejudice or detriment of any Participant during 
the three (3) year period immediately following a Change in 
Control (or, if later, thirty six (36) months from the 
consummation of the transaction giving rise to the Change in 
Control).  Without limiting the generality of the foregoing, 
the proviso of the preceding sentence shall not, at any time or 
in any event, be amended or deleted.  Subject to the foregoing, 
the EBPB may make such amendments to the Plan as it deems 
necessary or desirable except those amendments which 
substantially increase the cost of the Plan to the Company 
or significantly alter the benefit design or eligibility 
requirements of the Plan.  No termination or amendment shall 
(without Participant's consent) alter Participant's right to 
monthly payments which have commenced prior to the effective 
date of such termination or amendment.  Prior to a Change in 
Control, the Board specifically reserves the right to terminate 
or amend this Plan to eliminate the right of any Participant to 
receive payment hereunder prior to the time when payments are 
in pay status under this Plan.  Notwithstanding the foregoing, 
if the Company is liquidated, the EBPB shall cause the amounts 
due hereunder to be paid in one or more installments or upon 
such other terms and conditions and at such other time as the 
EBPB determines to be just and equitable, but in no event later 
than the time such amounts would otherwise have been paid.


10. 	Effective Date.  The original effective date of this Plan is 
July 1, 1985.  The effective date of this amended and restated 
Plan is August 31, 1995, the date of its approval by the Board.
	Executed this 22nd day of September, 1995.

                           PENNSYLVANIA POWER & LIGHT COMPANY



                           By:    /s/ John M. Chappelear                
                                   John M. Chappelear
                                   Vice President-Investments &
                                   Pensions



 



 

 





	08/31/95