<PAGE>
                        AMENDMENT NO. 1

                               TO

               PENNSYLVANIA POWER & LIGHT COMPANY

              SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Supplemental 
Executive Retirement Plan ("Plan") effective July 1, 1985; and
	WHEREAS, the Plan was amended and restated effective 
January 1, 1996; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.   Effective July 1, 1996, Articles 2, 3 and 4 are amended to 
read:
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)  "Affiliated Company" or "Affiliated Companies" shall 
mean any parent or subsidiaries of the Company (or 
companies under common control with the Company) which 
are members of the same controlled group of 
corporations (within the meaning of Section 1563(a) of 
the Code) as the Company.

	(c)  "Board" means the Board of Directors of Pennsylvania 
Power & Light Company.

	(d)  "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 or an Affiliated Company (other 
than any such failure resulting from Participant's 
incapacity due to physical or mental illness) after a 
written demand for substantial performance is delivered 
to Participant by the Board, which demand specifically 
identifies the manner in which the Board believes that 
Participant has not substantially performed 
Participant's duties, or (ii) the willful engaging by 
Participant in conduct which is demonstrably and 
materially injurious to the Company or an Affiliated 
Company, monetarily or otherwise.  For purposes of 
clauses (i) and (ii) of this definition, no act, or 
failure to act, on 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 or Affiliated 
Company.  In no event shall the termination of 
employment of any Participant be deemed to have been 
for Cause unless a copy of a resolution duly adopted by 
the affirmative vote of not less than three quarters 
(3/4) of the entire membership of the Board at a 
meeting of the Board which was called and held for the 
purpose of considering such termination (after 
reasonable notice to Participant and an opportunity for 
Participant, together with Participant's counsel, to be 
heard before the Board) that, in the good faith opinion 
of the Board, Participant was guilty of conduct set 
forth in clauses (i) or (ii) of this definition, and 
specifying the particulars thereof in detail, is 
delivered to the executive.  If at the time of 
determination, Participant is employed by an Affiliated 
Company, for purposes of this definition, the board of 
directors of such Affiliated Company shall be 
substituted for the Board.

	(e)  "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 constituted 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.

	(f)  "Company" means Pennsylvania Power & Light Company.

	(g)  "Early Retirement Reduction Factor" means for Partici-
pants 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%

	     Notwithstanding the preceding sentence, the percentage 
applicable to a Participant who qualifies for benefits 
pursuant to the Company's Displaced Managers Policy 
(SPM Policy 606) after completing at least one Year of 
Vesting Service shall be 100%, regardless of such 
Participant's age.

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

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

	(j) "Participant" means an eligible officer or former 
officer of the Company entitled to receive benefits 
under this Plan.

	(k) "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.

	(l) "Plan" means this Supplemental Executive Retirement 
Plan, as amended from time to time.

	(m) "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.

	(n) "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 ceases to accrue benefits under 
the Retirement Plan.

	(o) "Resources" shall mean PP&L Resources, Inc.

	(p) "Retirement Plan" means the Retirement Plan of 
Pennsylvania Power & Light Company, as amended from 
time to time.

	(q) "SERB" means the Supplemental Executive Retirement 
Benefit payable under this Plan calculated under 
paragraph 4.

	(r) "Supplemental Final Average Earnings" means the 
following:

	    (1)  Participant's Final Average Earnings as determined 
under the Retirement Plan, determined as of the date 
the Participant terminates employment with the 
Company, 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.

	(2)  Notwithstanding any provision of the Retirement Plan to 
the contrary, the "Final Average Earnings" of a 
Participant who has less than 60 full consecutive months 
of employment shall be a reduced amount, equal to the 
difference of (A) minus (B), below.

	    (A) (i)  His total earnings as determined under 
Paragraph (r)(1)(A) and (B) above for his entire 
period of employment with a Participating 
Company, divided by

	       (ii)  the number of years the Participant was 
employed by a Participating Company, including 
any fraction of a full year thereof, calculated 
by dividing the total number of full consecutive 
months of employment by 12.

	    (B) (i)  The amount determined in (A) above, multiplied 
by

	       (ii)  the Reduction Factor in Appendix A which 
corresponds with the Participant's total number 
of full consecutive months of employment.

	(s) "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.

	(t) "Year(s) of Vesting Service" means the number of full 
years used to calculate Participant's vested interest 
in his accrued benefit under the Retirement Plan.

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 who were in such positions immediately prior 
to the date of their transfer to an Affiliated 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 and all 
Affiliated Companies 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 Vesting Service, unless such 
Participant qualifies for benefits pursuant to the 
Company's Displaced Managers Policy (SPM Policy 
606) after completing at least one Year of Vesting 
Service; or

	   (ii)    is terminated by the Company or an Affiliated 
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 and Affiliated Company-
sponsored pension, profit-sharing, savings or deferred 
compensation plans, shall terminate their employment 
with the Company and all Affiliated Companies no later 
than the first day of the month following attainment of 
age 65, unless the Company or Affiliated 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 or Affiliated 
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 or 
Affiliated 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 and all Affiliated 
Companies, 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(b) 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.




Appendix A

# of Full Consecutive
Months of Employment          Reduction Factor (%)

     60                             0.0000
     59                             0.4167
     58                             0.8333
     57                             1.2500
     56                             1.6667
     55                             2.0833
     54                             2.5000
     53                             2.9167
     52                             3.3333
     51                             3.7500
     50                             4.1667
     49                             4.5833
     48                             5.0000
     47                             5.8333
     46                             6.6667
     45                             7.5000
     44                             8.3333
     43                             9.1667
     42                            10.0000
     41                            10.8333
     40                            11.6667
     39                            12.5000
     38                            13.3333
     37                            14.1667
     36                            15.0000
     35                            16.2500
     34                            17.5000
     33                            18.7500
     32                            20.0000
     31                            21.2500
     30                            22.5000
     29                            23.7500
     28                            25.0000
     27                            26.2500
     26                            27.5000
     25                            28.7500
     24                            30.0000
     23                            31.6667
     22                            33.3333
     21                            35.0000
     20                            36.6667
     19                            38.3333
     18                            40.0000
     17                            41.6667
     16                            43.3333
     15                            45.0000
     14                            46.6667
     13                            48.3333
     12                            50.0000


 II.   Except as provided for in this Amendment No. 1, all other 
provisions of the Plan shall remain in full force and 
effect.
	IN WITNESS WHEREOF, this Amendment No. 1 is executed this 
15th day of July, 1996.
                          PENNSYLVANIA POWER & LIGHT COMPANY


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