<PAGE>
                         AGREEMENT


     THIS AGREEMENT, effective as of January 1, 1998, is 
made by and between PP&L Resources, Inc., a Pennsylvania 
corporation and ___________ (the "Executive").

     WHEREAS, the Company considers it essential to the 
best interests of its shareowners to foster the continued 
employment of key management personnel; and

     WHEREAS, the Board of Directors of the Company (the 
"Board") recognizes that, as is the case with many 
publicly-held corporations, the possibility of a Change in 
Control (as defined in the last Section hereof) exists and 
that such possibility, and the uncertainty and questions 
which it may raise among management, may result in the 
departure or distraction of management personnel to the 
detriment of the Company and its shareowners; and

     WHEREAS, the Board has determined that appropriate 
steps should be taken to reinforce and encourage the 
continued attention and dedication of members of the 
Company's management, including the Executive, to their 
assigned duties without distraction in the face of 
potentially disturbing circumstances arising from the 
possibility of a Change in Control;

	[WHEREAS, the Executive and [the Company/insert other 
entity] have entered into a severance agreement dated as of 
[insert date of prior agreement] (the "Prior Severance 
Agreement"), which the Executive and the Company desire to 
terminate, in its entirety, effective as of the date 
hereof, and in lieu thereof, enter into this Agreement] 1);

	NOW THEREFORE, in consideration of the premises and 
the mutual covenants herein contained, the Company and the 
Executive hereby agree as follows:

	1.  Defined Terms.  The definitions of capitalized 
terms used in this Agreement are provided in the last 
Section hereof.

	2.  Term of Agreement.  The Term of this Agreement 
shall commence on the date hereof and shall continue in 
effect through December 31, 1999; provided, however, that 
commencing on January 1, 1999 and each January 1 
thereafter, the Term shall automatically be extended for 
one additional year unless, either the Company or the 
Executive gives at least 15 months advance notice of 
termination by, not later than September 30 of the year 
preceding the year in which the Term is then scheduled to 
expire, giving notice not to extend the Term; and further 
provided, however, that if a Change in Control shall have 
occurred during the Term, the Term shall expire no earlier 
than thirty-six (36) months beyond the month in which such 
Change in Control occurred.  Notwithstanding the foregoing, 
and subject to any extensions pursuant to Section 7.3, in 
the event that prior to the occurrence of a Change in 
Control or Potential Change in Control, the Executive's 
employment is terminated for any reason, then this 
Agreement shall terminate as of the date that the 
Executive's employment is terminated. 

	3.  Company's Covenants Summarized.  In order to 
induce the Executive to remain in the employ of the Company 
and in consideration of the Executive's covenants set forth 
in Section 4 hereof, the Company agrees, under the 
conditions described herein, to pay the Executive the 
Severance Payments and the other payments and benefits 
described herein.  Except as provided in Section 9.1 
hereof, no Severance Payments shall be payable under this 
Agreement unless there shall have been (or, under the terms 
of the second sentence of Section 6.1 hereof, there shall 
be deemed to have been) a termination of the Executive's 
employment with the Company following a Change in Control 
and during the Term.  This Agreement shall not be construed 
as creating an express or implied contract of employment 
and, except as otherwise agreed to in writing between the 
Executive and the Company, the Executive shall not have any 
right to be retained in the employ of the Company.

	4.  The Executive's Covenants.  The Executive agrees 
that, subject to the terms and conditions of this 
Agreement, in the event of a Potential Change in Control 
during the Term, the Executive will remain in the employ of 
the Company until the earliest of (i) a date which is six 
(6) months after the date of such Potential Change of 
Control, (ii) the date of a Change in Control, (iii) the 
date of termination by the Executive of the Executive's 
employment for Good Reason or by reason of death, 
Disability or Retirement, or (iv) the termination by the 
Company of the Executive's employment for any reason.

	5.  Compensation Other Than Severance Payments. 

	    5.1 Following a Change in Control and during the 
Term, during any period that the Executive fails to perform 
the Executive's full-time duties with the Company as a 
result of incapacity due to physical or mental illness, the 
Company shall pay the Executive's full salary to the 
Executive at the rate in effect at the commencement of any 
such period, together with all compensation and benefits 
payable to the Executive under the terms of any 
compensation or benefit plan, program or arrangement 
maintained by the Company during such period, until the 
Executive's employment is terminated by the Company for 
Disability.

	    5.2 If the Executive's employment shall be 
terminated for any reason following a Change in Control and 
during the Term, the Company shall pay to the Executive the 
Executive's full base salary through the Date of 
Termination at the rate in effect immediately prior to the 
Date of Termination, or if higher, the rate in effect 
immediately prior to the first occurrence of an event or 
circumstance constituting Good Reason, together with all 
compensation and benefits payable to the Executive through 
the Date of Termination under the terms of the Company's 
compensation or benefit plans, programs or arrangements as 
in effect immediately prior to the Date of Termination, or 
if more favorable to the Executive, as in effect 
immediately prior to the first occurrence of an event or 
circumstance constituting Good Reason.

	    5.3 If the Executive's employment shall be 
terminated for any reason following a Change in Control and 
during the Term, the Company shall pay to the Executive the 
Executive's normal post-termination compensation and 
benefits due the Executive as such payments become due.  
Such post-termination compensation and benefits shall be 
determined under, and paid in accordance with, the 
Company's retirement, insurance and other compensation or 
benefit plans, programs and arrangements as in effect 
immediately prior to the Date of Termination or, if more 
favorable to the Executive, as in effect immediately prior 
to the occurrence of the first event or circumstance 
constituting Good Reason.

	6.  Severance Payments.

	    6.1 [Subject to Section 6.2 hereof,]2) [T]he 
Company shall pay the Executive the payments, and provide 
the Executive the benefits, described in this Section 6.1 
(the "Severance Payments") upon the termination of the 
Executive's employment following a Change in Control and 
during the Term, in addition to the payments and benefits 
described in Section 5 hereof, unless such termination is 
(i) by the Company for Cause, (ii) by reason of death, 
Disability or Retirement, or (iii) by the Executive without 
Good Reason.  For purposes of this Agreement, the 
Executive's employment shall be deemed to have been 
terminated following a Change in Control by the Company 
without Cause or by the Executive with Good Reason if (A) 
the Executive's employment is terminated by the Company 
without Cause prior to a Change in Control (whether or not 
a Change in Control ever occurs) and such termination was 
at the request or direction of a Person who has entered 
into an agreement with the Company the consummation of 
which would constitute a Change in Control or (B) if the 
Executive terminates his employment for Good Reason prior 
to a Change in Control (whether or not a Change in Control 
ever occurs) and the circumstance or event which 
constitutes Good Reason occurs at the request or direction 
of such Person, or (C) the Executive's employment is 
terminated by the Company without Cause or by the Executive 
for Good Reason and such termination or the circumstance or 
event which constitutes Good Reason is otherwise in 
connection with or in anticipation of a Change in Control 
(whether or not a Change in Control ever occurs).  For 
purposes of any determination regarding the applicability 
of the immediately preceding sentence, any position taken 
by the Executive shall be presumed to be correct unless the 
Company establishes to the Board by clear and convincing 
evidence that such position is not correct.

	(A)  In lieu of any further salary payments to the 
Executive for periods subsequent to the Date of Termination 
and in lieu of any severance benefit otherwise payable to 
the Executive including any payments under the Executive 
Retirement Security Plan or the Displaced Managers Policy 
(SPM Policy 606) or any similar plan, policy or procedure 
or arrangement, [or the Executive's Prior Severance 
Agreement]3) or any employment agreement or arrangement 
between the Executive and the Company, to the extent 
provided in Section 11 of this Agreement, the Company shall 
pay to the Executive a lump sum severance payment, in cash, 
equal to three times the sum of (i) the Executive's base 
salary as in effect immediately prior to the Date of 
Termination or, if higher, in effect immediately prior to 
the first occurrence of an event or circumstance 
constituting Good Reason, and (ii) the highest annual bonus 
earned by the Executive pursuant to any annual bonus or 
incentive plan maintained by the Company in respect of any 
of the last three fiscal years ending immediately prior to 
the fiscal year in which occurs the Date of Termination or, 
if higher, immediately prior to the fiscal year in which 
occurs the first event or circumstance constituting Good 
Reason (including as an amount so paid any amount that 
would have been so paid but for the Executive's request 
that the amount not be paid).  For purposes of determining 
the value of the annual bonus earned by the Executive in 
any calendar year, with respect to any calendar year prior 
to 1998, the value of any restricted stock awards earned by 
the Executive in any such year (but not including any 
dividends distributed thereon) shall be included in the 
value of the annual bonus for such year, and with respect 
to the 1998 calendar year and any subsequent calendar year, 
the value of any restricted stock awards earned by the 
Executive in any such year shall not be included in the 
value of the annual bonus for such year; 

	(B)  For the thirty-six (36) month period immediately 
following the Date of Termination, the Company shall 
arrange to provide the Executive and his dependents, life, 
disability, accident and health insurance benefits 
substantially similar to those provided to the Executive 
and his dependents immediately prior to the Date of 
Termination (without giving effect to any reduction in such 
benefits subsequent to a Change in Control which reduction 
constitutes Good Reason) or, if more favorable to the 
Executive, those provided to the Executive and his 
dependents immediately prior to the first occurrence of an 
event or circumstance constituting Good Reason, at no 
greater cost to the Executive than the cost to the 
Executive immediately prior to such date or occurrence; 
provided, however, that, unless the Executive consents to 
a different method (after taking into account the effect of 
such method on the calculation of "parachute payments" 
pursuant to Section 6.2 hereof), such health insurance 
benefits shall be provided through a third-party insurer. 
Benefits otherwise receivable by the Executive pursuant to 
this Section 6.1(B) shall be reduced to the extent benefits 
of the same type are received by or made available to the 
Executive during the thirty-six (36) month period following 
the Date of Termination (and any such benefits received by 
or made available to the Executive shall be reported to the 
Company by the Executive); provided, however, that the 
Company shall reimburse the Executive for the excess, if 
any, of the cost of such benefits to the Executive over 
such cost immediately prior to the Date of Termination or, 
if more favorable to the Executive, the first occurrence of 
an event or circumstance constituting Good Reason.  [If the 
Severance Payments shall be decreased pursuant to Section 
6.2 hereof, and the Section 6.1(B) benefits that remain 
payable after the application of 6.2 hereof are thereafter 
reduced pursuant to the immediately preceding sentence, the 
Company shall, no later than five (5) business days 
following such reduction, pay to the Executive the least of 
(a) the amount of the decrease made in the Severance 
Payments pursuant to Section 6.2 hereof, (b) the amount of 
the subsequent reduction in these Section 6.1 benefits or 
(c) the maximum amount that can be paid to the Executive 
without being, or causing any other payment to be, 
nondeductible by reason of section 280G of the Code).]4)

	(C)  Notwithstanding any provision of any annual or 
long-term incentive plan to the contrary, the Company shall 
pay to the Executive a lump sum amount, in cash, equal to
the sum of (i) any unpaid incentive compensation that has 
been allocated or awarded to the Executive for a completed 
fiscal year or other measuring period preceding the Date of 
Termination under any such plan and which, as of the Date 
of Termination, is contingent only upon the continued 
employment of the Executive to a subsequent date, and (ii) 
to the extent not otherwise paid or deferred at the 
Executive's election, pursuant to the terms of the 
applicable plan, a pro rata portion to the Date of 
Termination of the aggregate value of all contingent 
incentive compensation awards to the Executive for all then 
uncompleted periods under any such plan, calculated as to 
each such award by multiplying the award that the Executive 
would have earned on the last day of the performance award 
period, assuming the achievement, at the level that would 
produce the maximum award, of the individual and corporate 
performance goals established with respect to such award, 
by the fraction obtained by dividing the number of full 
months and any fractional portion of a month during such 
performance award period through the Date of Termination by 
the total number of months contained in such performance 
award period. 

	(D)  In addition to the retirement benefits to which 
the Executive is entitled under each Pension Plan or any 
successor plan thereto, the Company shall pay the Executive 
a lump sum amount, in cash, equal to the excess of (i) the 
actuarial equivalent of the aggregate retirement pension 
(taking into account any early retirement subsidies 
associated therewith and determined as a straight life 
annuity commencing at the date (but in no event earlier 
than the third anniversary of the Date of Termination) as 
of which the actuarial equivalent of such annuity is 
greatest) which the Executive would have accrued under the 
terms of all Pension Plans (without regard to any amendment 
to any Pension Plan made subsequent to a Change in Control 
and on or prior to the Date of Termination, which amendment 
adversely affects in any manner the computation of 
retirement benefits thereunder), determined as if the 
Executive were fully vested thereunder and had accumulated 
after the Date of Termination thirty-six (36) additional 
months of service credit thereunder (reducing such thirty-
six (36) additional months, but not below zero, to the 
extent necessary so that the total number of months of 
service credited thereunder, including the number of months 
credited pursuant to this Section 6.1(D), does not exceed 
360) and had been credited under each Pension Plan during 
such period with compensation equal to the Executive's 
compensation (as defined in such Pension Plan) during the 
twelve (12) months immediately preceding the Date of 
Termination or, if higher, during the twelve months 
immediately prior to the first occurrence of an event or 
circumstance constituting Good Reason, over (ii) the 
actuarial equivalent of the aggregate retirement pension 
(taking into account any early retirement subsidies 
associated therewith and determined as a straight life 
annuity commencing at the date (but in no event earlier 
than the Date of Termination) as of which the actuarial 
equivalent of such annuity is greatest) which the Executive 
had accrued pursuant to the provisions of the Pension Plans 
as of the Date of Termination.  For purposes of this 
Section 6.1(D), "actuarial equivalent" shall be determined 
using the same assumptions utilized under the Supplemental 
Executive Retirement Plan immediately prior to the Date of 
Termination, or, if more favorable to the Executive, 
immediately prior to the first occurrence of an event or 
circumstance constituting Good Reason.

	(E)  If the Executive would have become entitled to 
benefits under the Company's post-retirement health care or 
life insurance plans, as in effect immediately prior to the 
Date of Termination or, if more favorable to the Executive, 
as in effect immediately prior to the first occurrence of 
an event or circumstance constituting Good Reason, had the 
Executive's employment terminated at any time during the 
period of thirty-six (36) months after the Date of 
Termination, the Company shall provide such post-retirement 
health care or life insurance benefits to the Executive and 
the Executive's dependents commencing on the later of (i) 
the date on which such coverage would have first become 
available and (ii) the date on which benefits described in 
subsection (B) of this Section 6.1 terminate.

	(F)  The Company shall provide the Executive with 
outplacement services suitable to the Executive's position 
for a period of three years or, if earlier, until the first 
acceptance by the Executive of an offer of employment.

	[Gross Up Alternative 6.2] (A)  Whether or not the 
Executive becomes entitled to the Severance Payments, if 
any of the payments or benefits received or to be received 
by the Executive in connection with a Change in Control or 
the Executive's termination of employment (whether pursuant 
to the terms of this Agreement or any other plan, 
arrangement or agreement with the Company, any Person whose 
actions result in a Change in Control or any Person 
affiliated with the Company or such Person) (such payments 
or benefits, excluding the Gross-Up Payment, being 
hereinafter referred to as the "Total Payments") will be 
subject to the Excise Tax, the Company shall pay to the 
Executive an additional amount (the "Gross-Up Payment") 
such that the net amount retained by the Executive, after 
deduction of any Excise Tax on the Total Payments and any 
federal, state and local income and employment taxes and 
Excise Tax upon the Gross-Up Payment, shall be equal to the 
Total Payments.

	(B)  For purposes of determining whether any of the 
Total Payments will be subject to the Excise Tax and the 
amount of such Excise Tax, (i) all of the Total Payments 
shall be treated as "parachute payments" (within the 
meaning of section 280G(b)(2) of the Code) unless, in the 
opinion of tax counsel ("Tax Counsel") reasonably 
acceptable to the Executive and selected by the accounting 
firm which was, immediately prior to the Change in Control, 
the Company's independent auditor (the "Auditor"), such 
payments or benefits (in whole or in part) do not 
constitute parachute payments, including by reason of 
section 280G(b)(4)(A) of the Code, (ii) all "excess 
parachute payments" within the meaning of section 
280G(b)(l) of the Code shall be treated as subject to the 
Excise Tax unless, in the opinion of Tax Counsel, such 
excess parachute payments (in whole or in part) represent 
reasonable compensation for services actually rendered 
(within the meaning of section 280G(b)(4)(B) of the Code) 
in excess of the Base Amount (within the meaning of Section 
280G(b)(3) of the Code) allocable to such reasonable 
compensation, or are otherwise not subject to the Excise 
Tax, and (iii) the value of any noncash benefits or any 
deferred payment or benefit shall be determined by the 
Auditor in accordance with the principles of sections 
280G(d)(3) and (4) of the Code. For purposes of determining 
the amount of the Gross-Up Payment, the Executive shall be 
deemed to pay federal income tax at the highest marginal 
rate of federal income taxation in the calendar year in 
which the Gross-Up Payment is to be made and state and 
local income taxes at the highest marginal rate of taxation 
in the state and locality of the Executive's residence on 
the Date of Termination (or if there is no Date of 
Termination, then the date on which the Gross-Up Payment is 
calculated for purposes of this Section 6.2), net of the 
maximum reduction in federal income taxes which could be 
obtained from deduction of such state and local taxes.

	(C)  In the event that the Excise Tax is finally 
determined to be less than the amount taken into account 
hereunder in calculating the Gross-Up Payment, the 
Executive shall repay to the Company, within five (5) 
business days following the time that the amount of such 
reduction in the Excise Tax is finally determined, the 
portion of the Gross-Up Payment attributable to such 
reduction (plus that portion of the Gross-Up Payment 
attributable to the Excise Tax and federal, state and local 
income and employment taxes imposed on the Gross-Up Payment 
being repaid by the Executive, to the extent that such 
repayment results in a reduction in the Excise Tax and a 
dollar-for-dollar reduction in the Executive's taxable 
income and wages for purposes of federal, state and local 
income and employment taxes, plus interest on the amount of 
such repayment at 120% of the rate provided in section 
1274(b)(2)(B) of the Code).  In the event that the Excise 
Tax is determined to exceed the amount taken into account 
hereunder in calculating the Gross-Up Payment (including by 
reason of any payment the existence or amount of which 
cannot be determined at the time of the Gross-Up Payment), 
the Company shall make an additional Gross-Up Payment in 
respect of such excess (plus any interest, penalties or 
additions payable by the Executive with respect to such 
excess) within five (5) business days following the time 
that the amount of such excess is finally determined.  The 
Executive and the Company shall each reasonably cooperate 
with the other in connection with any administrative or 
judicial proceedings concerning the existence or amount of 
liability for Excise Tax with respect to the Total 
Payments.

	[Alternative 6.2 - "Valley"] (A) Notwithstanding any 
other provisions of this Agreement, in the event that any 
payment or benefit received or to be received by the 
Executive in connection with a Change in Control or the 
termination of the Executive's employment (whether pursuant 
to the terms of this Agreement or any other plan, 
arrangement or agreement with the Company, any Person whose 
actions result in a Change in Control or any Person 
affiliated with the Company or such Person) (all such 
payments and benefits, including the Severance Payments, 
being hereinafter called "Total Payments") would be subject 
(in whole or part), to the Excise Tax, then the cash 
Severance Payments shall be reduced (if necessary to zero) 
to the extent necessary so that no portion of the Total 
Payments is subject to the Excise Tax (after taking into 
account any reduction in the Total Payments provided by 
reason of section 280G of the Code in such other plan, 
arrangement or agreement) and all other Severance Payments 
shall thereafter be reduced (if necessary, to zero) so that 
no portion of the Total Payments is subject to the Excise 
Tax, if (i) the net amount of such Total Payments, as so 
reduced, (and after deduction of the net amount of federal, 
state and local income tax on such reduced Total Payments) 
is greater than (ii) the excess of (x) the net amount of 
such Total Payments, without reduction (but after deduction 
of the net amount of federal, state and local income tax on 
such Total Payments), over (y) the amount of Excise Tax to 
which the Executive would be subject in respect of such 
Total Payments.

	Notwithstanding the foregoing paragraph, if the 
Executive's Severance Payments will be reduced pursuant to 
the foregoing paragraph, then the Executive may elect to 
have the noncash Severance Payments reduced (or eliminated) 
prior to any reduction of the cash Severance Payments. 

	(B)  For purposes of determining whether and the 
extent to which the Total Payments will be subject to the 
Excise Tax, (i) no portion of the Total Payments the 
receipt or enjoyment of which the Executive shall have  
waived at such time and in such manner as not to constitute 
a "payment" within the meaning of section 280G(b) of the 
Code shall be taken into account, (ii) no portion of the 
Total Payments shall be taken into account which, in the 
opinion of tax counsel selected by the accounting firm that 
was, immediately prior to the Change in Control, the 
Company's independent auditor (the "Auditor"), does not 
constitute a "parachute payment" within the meaning of 
section 280G(b)(2) of the Code, (including by reason of 
section 280G(b)(4)(A) of the Code) and, in calculating the 
Excise Tax, no portion of such Total Payments shall be 
taken into account which constitutes reasonable 
compensation for services actually rendered, within the 
meaning of section 280G(b)(4)(B) of the Code, in excess of 
the Base Amount allocable to such reasonable compensation, 
and (iii) the value of any non-cash benefit or any deferred 
payment or benefit included in the Total Payments shall be 
determined by the Company in accordance with the principles 
of sections 280G(d)(3) and (4) of the Code.  Prior to the 
payment date set forth in Section 6.3 hereof, the Company 
shall provide the Executive with its calculation of the 
amounts referred to in this Section and such supporting 
materials as are reasonably necessary for the Executive to 
evaluate the Company's calculations.  If the Executive 
objects to the Company's calculations, the Company shall 
pay to the Executive such portion of the Severance Payments 
(up to 100% thereof) as the Executive determines is 
necessary to result in the Executive receiving the greater 
of clauses (i) and (ii) of Section 6.2(A) hereof.

	(C)  If it is established pursuant to a final 
determination of a court or an Internal Revenue Service 
proceeding that, notwithstanding the good faith of the 
Executive and the Company in applying the terms of this 
Section 6.2, the Total Payments paid to or for the 
Executive's benefit are in an amount that would result in 
any portion of such Total Payments being subject to the 
Excise Tax, then, if such repayment would result in (i) no 
portion of the remaining Total Payments being subject to 
the Excise Tax and (ii) a dollar-for-dollar reduction in 
the Executive's taxable income and wages for purposes of 
federal, state and local income and employment taxes, the 
Executive shall have an obligation to pay the Company upon 
demand an amount equal to the sum of (i) the excess of the 
Total Payments paid to or for the Executive's benefit over 
the Total Payments that could have been paid to or for the 
Executive's benefit without any portion of such Total 
Payments being subject to the Excise Tax; and (ii) interest 
on the amount set forth in clause (i) of this sentence at 
the rate provided in section 1274(b)(2)(B) of the Code from 
the date of the Executive's receipt of such excess until 
the date of such payment.

	6.3 The payments provided in subsection 6.1(A), (C) 
and (D) hereof [and Section 6.2 hereof] 5) shall be made 
not later than the fifth day following the Date of 
Termination; provided, however, that if the amounts of such 
payments, [and the limitation on such payments set forth in 
Section 6.2 hereof,] 6) cannot be finally determined on or 
before such day, the Company shall pay to the Executive on 
such day an estimate, as determined in good faith by the 
Company, [or, in the case of payments under Section 6.2 
hereof, in accordance with Section 6.2 hereof,] 7) of the 
minimum amount of such payments to which the Executive is 
clearly entitled and shall pay the remainder of such 
payments (together with interest on the unpaid remainder 
(or on such payments to the extent the Company fails to 
make such payments when due) at 120% of the rate provided 
in section 1274(b)(2)(B) of the Code) as soon as the amount 
thereof can be determined but in no event later than the 
thirtieth (30th) day after the Date of Termination.  In the 
event that the amount of the estimated payments exceeds the 
amount subsequently determined to have been due, such 
excess shall constitute a loan by the Company to the 
Executive, payable on the fifth (5th) business day after 
demand by the Company (together with interest at 120% of 
the rate provided in section 1274(b)(2)(B) of the Code). 
 At the time that payments are made under this Agreement, 
the Company shall provide the Executive with a written 
statement setting forth the manner in which such payments 
were calculated and the basis for such calculations 
including, without limitation, any opinions or other advice 
the Company has received from Tax Counsel, the Auditor or 
other advisors or consultants (and any such opinions or 
advice which are in writing shall be attached to the 
statement).

	6.4 The Company also shall pay to the Executive all 
legal fees and expenses incurred by the Executive in 
disputing in good faith any issue hereunder relating to the 
termination of the Executive's employment hereunder or in 
seeking in good faith to obtain or enforce any benefit or 
right provided by this Agreement or in connection with any 
tax audit or proceeding to the extent attributable to the 
application of section 4999 of the Code to any payment or 
benefit provided hereunder.  Such payments shall be made 
within five (5) business days after delivery of the 
Executive's written requests for payment accompanied with 
such evidence of fees and expenses incurred as the Company 
reasonably may require.

	7.  Termination Procedures and Compensation During 
Dispute. 

	7.1 Notice of Termination.  After a Change in Control 
and during the Term, any purported termination of the 
Executive's employment (other than by reason of death) 
shall be communicated by written Notice of Termination from 
one party hereto to the other party hereto in accordance 
with Section 10 hereof.  For purposes of this Agreement, a 
"Notice of Termination" shall mean a notice which shall 
indicate the specific termination provision in this 
Agreement relied upon and shall set forth in reasonable 
detail the facts and circumstances claimed to provide a 
basis for termination of the Executive's employment under 
the provision so indicated.  Further, a Notice of 
Termination for Cause is required to include 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 the Executive and an opportunity for 
the Executive, together with the Executive's counsel, to be 
heard before the Board) finding that, in the good faith 
opinion of the Board, the Executive was guilty of conduct 
set forth in clause (i) or (ii) of the definition of Cause 
herein, and specifying the particulars thereof in detail.

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

	7.3 Dispute Concerning Termination.  If within fifteen 
(15) days after any Notice of Termination is given, or, if 
later, prior to the Date of Termination (as determined 
without regard to this Section 7.3), the party receiving 
such Notice of Termination notifies the other party that a 
dispute exists concerning the termination, the Date of 
Termination shall be extended until the earlier of (i) the 
date on which the Term ends or (ii) the date on which the 
dispute is finally resolved, either by mutual written 
agreement of the parties or by a final judgment, order or 
decree of an arbitrator or a court of competent 
jurisdiction (which is not appealable or with respect to 
which the time for appeal therefrom has expired and no 
appeal has been perfected); provided, however, that the 
Date of Termination shall be extended by a notice of 
dispute given by the Executive only if such notice is given 
in good faith and the Executive pursues the resolution of 
such dispute with reasonable diligence.

	7.4 Compensation During Dispute.  If a purported 
termination occurs following a Change in Control and during 
the Term and the Date of Termination is extended in 
accordance with Section 7.3 hereof, the Company shall 
continue to pay the Executive the full compensation in 
effect when the notice giving rise to the dispute was given 
(including, but not limited to, salary) and continue the 
Executive as a participant in all compensation, benefit and 
insurance plans in which the Executive was participating 
when the notice giving rise to the dispute was given, until 
the Date of Termination, as determined in accordance with 
Section 7.3 hereof.  Amounts paid under this Section 7.4 
are in addition to all other amounts due under this 
Agreement (other than those due under Section 5.2 hereof) 
and shall not be offset against or reduce any other amounts 
due under this Agreement.

	8.  No Mitigation.  The Company agrees that, if the 
Executive's employment with the Company terminates during 
the Term, the Executive is not required to seek other 
employment or to attempt in any way to reduce any amounts 
payable to the Executive by the Company pursuant to Section 
6 or Section 7.4 hereof.  Further, the amount of any 
payment or benefit provided for in this Agreement (other 
than in Section 6.1(B) hereof) shall not be reduced by any 
compensation earned by the Executive as the result of 
employment by another employer, by retirement benefits, by 
offset against any amount claimed to be owed by the 
Executive to the Company, or otherwise.

	9.  Successors; Binding Agreement.

	9.1 In addition to any obligations imposed by law upon 
any successor to the Company, the Company will require any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of 
the business and/or assets of the Company to expressly 
assume and agree to perform this Agreement in the same 
manner and to the same extent that the Company would be 
required to perform it if no such succession had taken 
place.  Failure of the Company to obtain such assumption 
and agreement prior to the effectiveness of any such 
succession shall be a breach of this Agreement and shall 
entitle the Executive to compensation from the Company in 
the same amount and on the same terms as the Executive 
would be entitled to hereunder if the Executive were to 
terminate the Executive's employment for Good Reason after 
a Change in Control, except that, for purposes of 
implementing the foregoing, the date on which any such 
succession becomes effective shall be deemed the Date of 
Termination.  

	9.2 This Agreement shall inure to the benefit of and 
be enforceable by the Executive's personal or legal 
representatives, executors, administrators, successors, 
heirs, distributees, devisees and legatees.  If the 
Executive shall die while any amount would still be payable 
to the Executive hereunder (other than amounts which, by 
their terms, terminate upon the death of the Executive) if 
the Executive had continued to live, all such amounts, 
unless otherwise provided herein, shall be paid in 
accordance with the terms of this Agreement to the 
executors, personal representatives or administrators of 
the Executive's estate.

	10.  Notices.  For the purpose of this Agreement, 
notices and all other communications provided for in the 
Agreement shall be in writing and shall be deemed to have 
been duly given when delivered or mailed by United States 
registered mail, return receipt requested, postage prepaid, 
addressed, to the Executive at the last known address 
maintained in the Company's personnel records, and to the 
Company, to the address set forth below, or to such other 
address as either party may have furnished to the other in 
writing in accordance herewith, except that notice of 
change of address shall be effective only upon actual 
receipt:

	To the Company:

	PP&L Resources, Inc.
	Two North 9th Street
	Allentown, Pennsylvania  18101
	Attention:  Corporate Secretary

	11.  Miscellaneous.  No provision of this Agreement 
may be modified, waived or discharged unless such waiver, 
modification or discharge is agreed to in writing and 
signed by the Executive and such officer as may be 
specifically designated by the Board.  No waiver by either 
party hereto at any time of any breach by the other party 
hereto of, or any lack of compliance with, any condition or 
provision of this Agreement to be performed by such other 
party shall be deemed a waiver of similar or dissimilar 
provisions or conditions at the same or at any prior or 
subsequent time.  This Agreement supersedes any other 
agreements or representations, oral or otherwise, express 
or implied, with respect to the subject matter hereof, 
which have been made by either party [including but not 
limited to, the Prior Severance Agreement] 8); provided, 
however, that this Agreement shall supersede any agreement 
setting forth the terms and conditions of the Executive's 
employment with the Company only in the event that the 
Executive's employment with the Company is terminated on or 
following a Change in Control, by the Company other than 
for Cause or by the Executive other than for Good Reason. 
The validity, interpretation, construction and performance 
of this Agreement shall be governed by the laws of the 
Commonwealth of Pennsylvania.  All references to sections 
of the Exchange Act or the Code shall be deemed also to 
refer to any successor provisions to such sections. Any 
payments provided for hereunder shall be paid net of any 
applicable withholding required under federal, state or 
local law and any additional withholding to which the 
Executive has agreed.  The obligations of the Company and 
the Executive under this Agreement that by their nature may 
require either partial or total performance after the 
expiration of the Term (including, without limitation, 
those under Sections 6 and 7 hereof) shall survive such 
expiration.

	12.  Validity; Pooling.  The invalidity or 
unenforceability of any provision of this Agreement shall 
not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full 
force and effect.  In the event that the Company is party 
to a transaction that is otherwise intended to qualify for 
"pooling of interests" accounting treatment then (a) this 
Agreement shall, to the extent practicable, be interpreted 
so as to permit such accounting treatment, and (b) to the 
extent that the application of the first sentence of this 
Section 12 does not preserve the availability of such 
accounting treatment, then, to the extent that any 
provision of this Agreement disqualifies the transaction as 
a "pooling" transaction (including, if applicable, the 
entire Agreement), such provision shall be null and void as 
of the date hereof.  All determinations under this Section 
12 shall be made by the accounting firm whose opinion with 
respect to "pooling of interests" is required as a 
condition to the consummation of such transaction.

	13.  Counterparts.  This Agreement may be executed in 
several counterparts, each of which shall be deemed to be 
an original but all of which together will constitute one 
and the same instrument.

	14.  Settlement of Disputes; Arbitration.  The Board 
shall make all determinations as to the Executive's right 
to benefits under this Agreement.  Any denial by the Board 
of a claim for benefits under this Agreement shall be 
stated in writing and delivered or mailed to the Executive 
and such notice shall set forth the specific reasons for 
the denial and the specific provisions of this Agreement 
relied upon, and shall be written in a manner that may be 
understood without legal or actuarial counsel.  In 
addition, the Board shall afford a reasonable opportunity 
to the Executive for a review of the decision denying the 
Executive's claim and, in the event of continued 
disagreement, the Executive may appeal within a period of 
60 days after receipt of notification of denial.  Failure 
to perfect an appeal within the 60-day period shall make 
the decision conclusive.  Any further dispute or 
controversy arising under or in connection with this 
Agreement shall be settled exclusively by arbitration in 
Philadelphia, Pennsylvania in accordance with the rules of 
the American Arbitration Association then in effect; 
provided, however, that the evidentiary standards set forth 
in this Agreement shall apply.  Judgment may be entered on 
the arbitrator's award in any court having jurisdiction. 
Notwithstanding any provision of this Agreement to the 
contrary, the Executive shall be entitled to seek specific 
performance of the Executive's right to be paid until the 
Date of Termination during the pendency of any dispute or 
controversy arising under or in connection with this 
Agreement.

	15.  Definitions.  For purposes of this Agreement, the 
following terms shall have the meanings indicated below:

	(A)  "Base Amount" shall have the meaning set forth in 
section 280G(b)(3) of the Code.

	(B)  "Beneficial Owner" shall have the meaning set 
forth in Rule 13d-3 under the Exchange Act.

	(C)  "Board" shall mean the Board of Directors of the 
Company.

	(D)  "Cause" for termination by the Company of the 
Executive's employment shall mean (i) the willful and 
continued failure by the Executive to substantially perform 
the Executive's duties with the Company (other than any 
such failure resulting from the Executive's incapacity due 
to physical or mental illness or any such actual or 
anticipated failure after the issuance of a Notice of 
Termination for Good Reason by the Executive pursuant to 
Section 7.1 hereof) after a written demand for substantial 
performance is delivered to the Executive by the Board, 
which demand specifically identifies the manner in which 
the Board believes that the Executive has not substantially 
performed the Executive's duties, or (ii) the willful 
engaging by the Executive in conduct which is demonstrably 
and materially injurious to the Company or its 
subsidiaries, monetarily or otherwise.  For purposes of 
clauses (i) and (ii) of this definition, (x) no act, or 
failure to act, on the Executive's part shall be deemed 
"willful" unless done, or omitted to be done, by the 
Executive not in good faith and without reasonable belief 
that the Executive's act, or failure to act, was in the 
best interest of the Company, and (y) in the event of a 
dispute concerning the application of this provision, no 
claim by the Company that Cause exists shall be given 
effect unless the Company establishes to the Board by clear 
and convincing evidence that Cause exists.

	(E)  "Change in Control" means the occurrence of any 
one of the following events:  (I) any change in the control 
of the Company 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"); (II) during any period of not more than two 
consecutive years, individuals who at the beginning of such 
period constitute the Board and any new director (other 
than a director designated by a Person who has entered into 
an agreement with the Company to effect a transaction 
described in clause (I), (III) or (IV) of this paragraph) 
whose election by the Board or nomination for election by 
the Company's shareowners was approved or recommended by a 
vote of at least two-thirds (2/3) of the directors then 
still in office who either were directors at the beginning 
of the period or whose election or nomination for election 
was previously so approved or recommended, cease for any 
reason to constitute at least a majority thereof; (III) any 
Person becomes the Beneficial Owner, directly or 
indirectly, of securities of the Company representing 20% 
or more of the combined voting power of the Company's then 
outstanding securities entitled to vote generally in the 
election of directors; (IV) there is consummated any merger 
or consolidation of the Company or any direct or indirect 
subsidiary of the Company with any other corporation or the 
sale or other disposition of all or substantially all of 
the assets of the Company to any other person or persons 
unless, after giving effect thereto, (1) holders of the 
Company's 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 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; (V) the shareowners of 
the Company approve a plan of complete liquidation or 
dissolution of the Company; or (VI) the Board adopts a 
resolution to the effect that a "Change in Control" has 
occurred or is anticipated to occur.

	(F)  "Code" shall mean the Internal Revenue Code of 
1986, as amended from time to time.

	(G)  "Company" shall mean PP&L Resources, Inc. and, 
except in determining, under Section 15(E) hereof, whether 
or not any Change in Control of the Company has occurred in 
connection with such succession, shall include its 
subsidiaries and any successor to its business and/or 
assets which assumes and agrees to perform this Agreement 
by operation of law, or otherwise.

	(H)  "Date of Termination" shall have the meaning set 
forth in Section 7.2 hereof.

	(I)  "Disability" shall be deemed the reason for the 
termination by the Company of the Executive's employment, 
if, as a result of the Executive's incapacity due to 
physical or mental illness, the Executive shall have been 
absent from the full-time performance of the Executive's 
duties with the Company for a period of six (6) consecutive 
months, the Company shall have given the Executive a Notice 
of Termination for Disability, and, within thirty (30) days 
after such Notice of Termination is given, the Executive 
shall not have returned to the full-time performance of the 
Executive's duties.

	(J)  "Exchange Act" shall mean the Securities Exchange 
Act of 1934, as amended from time to time.

	(K)  "Excise Tax" shall mean any excise tax imposed 
under section 4999 of the Code.

	(L)  "Executive" shall mean the individual named in 
the first paragraph of this Agreement.

	(M)	"Good Reason" for termination of the Executive's 
employment with the Company by such Executive shall mean 
the occurrence (without the Executive's express written 
consent) after a Change in Control, or prior to a Change in 
Control under the circumstances described in clauses (B) 
and (C) of the second sentence of Section 6.1 hereof 
(treating all references in paragraphs (I) through (VII) 
below to a "Change in Control" as references to a 
"Potential Change in Control"), of any one of the following 
acts by the Company, or failures by the Company to act:

	     (I)  the assignment to the Executive of any 
duties inconsistent with the Executive's status as an 
executive officer or key employee of the Company or a 
substantial adverse alteration in the nature or status of 
the Executive's responsibilities from those in effect 
immediately prior to a Change in Control;

	     (II)  a reduction by the Company of the 
Executive's annual base salary as in effect on the date of 
this Agreement, or as the same may be increased from time 
to time, except for across-the-board decreases uniformly 
affecting management, key employees and salaried employees 
of the Company or the business unit in which the Executive 
is then employed;

	     (III)  the relocation of the Executive's 
principal work location to a location more than 30 miles 
from the vicinity of such work location immediately prior 
to a Change in Control or the Company's requiring the 
Executive to be based anywhere other than such principal 
place of employment (or permitted relocation thereof) 
except for required travel on the Company's business to an 
extent substantially consistent with the Executive's 
present business travel obligations;

	     (IV)  the failure by the Company to pay to the 
Executive any portion of the Executive's current 
compensation or to pay to the Executive any portion of an 
installment of deferred compensation under any deferred 
compensation program of the Company, within seven (7) days 
of the date such compensation is due, except for across-
the-board compensation deferrals uniformly affecting 
management, key employees and salaried employees of the 
Company or the business unit in which the Executive is then 
employed;

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

	     (VI)  the failure by the Company to continue to 
provide the Executive with benefits substantially similar 
to those enjoyed by the Executive under any of the 
Company's pension, savings, life insurance, medical, health 
and accident, or disability plans in which the Executive 
was participating immediately prior to a Change in Control, 
except for across-the-board changes to any such plans 
uniformly affecting all participants in such plans, the 
taking of any other action by the Company which would 
directly or indirectly materially reduce any of such 
benefits or deprive the Executive of any material fringe 
benefit enjoyed by the Executive at the time of the Change 
in Control, or the failure by the Company to provide the 
Executive with the number of paid vacation days to which 
the Executive is entitled on the basis of years of service 
with the Company in accordance with the Company's normal 
vacation policy at the time of the Change in Control; or

	     (VII)  any purported termination of the 
Executive's employment which is not effected pursuant to a 
Notice of Termination satisfying the requirements of 
Section 7.1 hereof; For purposes of this Agreement, no such 
purported termination shall be effective.

	The Executive's right to terminate his or her 
employment with the Company for Good Reason shall not be 
affected by the Executive's incapacity due to physical or 
mental illness.  The Executive's continued employment shall 
not constitute consent to, or a waiver of rights with 
respect to, any act or failure to act constituting Good 
Reason hereunder.

	For purposes of any determination regarding the 
existence of Good Reason, any claim by the Executive that 
Good Reason exists shall be presumed correct unless the 
Company established to the Board by clear and convincing 
evidence that Good Reason does exist.

	(N)  "Notice of Termination" shall have the meaning 
stated in Section 7.1 hereof.

	(O)  "Pension Plan" shall mean any tax-qualified, 
supplemental or excess defined benefit pension plan 
maintained by the Company and any other agreement entered 
into between the Executive and the Company which is 
designed to provide the Executive with supplemental 
retirement benefits.

	(P)  "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; provided, however, a 
Person shall not include (i) the Company or any of its 
subsidiaries, (ii) a trustee or other fiduciary holding 
securities under an employee benefit plan of the Company 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 stockholders of the Company in 
substantially the same proportions as their ownership of 
stock of the Company.

	(Q)  "Potential Change in Control" shall be deemed to 
have occurred if the conditions set forth in any one of the 
following paragraphs shall have been satisfied:

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

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

	     (III)  any Person is or becomes the Beneficial 
Owner, directly or indirectly, of securities of the Company 
representing 5% or more of the combined voting power of the 
Company's then outstanding securities entitled to vote 
generally in the election of directors; or

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

	(A)  "Retirement" shall be deemed the reason for the 
termination by the Executive of the Executive's employment 
if such employment is terminated in accordance with the 
Company's retirement policy, including early retirement, 
generally applicable to its salaried employees.

	(S)  "Severance Payments" shall have the meaning set 
forth in Section 6.1 hereof.

	(T)  "Term" shall mean the period of time described in 
Section 2 hereof (including any extension, continuation or 
termination described therein).

	(U)  "Total Payments" shall mean those payments 
described in Section 6.2 hereof.


                             PP&L RESOURCES, INC.


                              By ________________________
                                 Name:
                                 Title:


                              ___________________________
                              [Name of Executive]


<PAGE>

                           FOOTNOTES

	1)  Include this section for Executives who have 
existing severance agreements.

	2)  Delete this section for Executives receiving a 
gross-up.

	3)  Include this section for Executives with existing 
severance agreements.

	4)  Include this section for Executives not receiving 
gross-up.

	5)  Include this section for Executive receiving a 
gross-up.

	6)  Include this section for Executive not receiving 
a gross-up.

	7)  Include this section for Executive receiving a 
gross-up.

	8)  Insert this section for Executives who have 
existing severance.