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Exhibit 10(f)

                EQUITY CONTRIBUTION AGREEMENT

	This EQUITY CONTRIBUTION AGREEMENT (this "Agreement") dated 
as of November 1, 1998 by and among PP&L Global, Inc. 
("Purchaser"), PP&L Resources, Inc. ("Parent"), and Puget Sound 
Energy, Inc., ("Seller").

                        R E C I T A L S

	WHEREAS, Purchaser and Seller are parties to that certain 
Asset Purchase Agreement, dated as of the date hereof (the 
"Purchase Agreement");

	WHEREAS, Purchaser is directly wholly-owned by Parent;

	NOW, THEREFORE, in consideration of the premises and as an 
inducement for Seller to enter into the Purchase Agreement, the 
parties hereto agree as follows:

	Section 1.  Definitions.  Capitalized terms used herein and 
not otherwise defined herein shall have the respective meanings 
given to them in the Purchase Agreement.

	Section 2.  Equity Contribution.

          (a)  Seller may, in its sole discretion and without 
the concurrence of Purchaser or any of its Affiliates, give 
written notice to be received by Parent (i) on a date that is 
six (6) Business Days prior to the Closing Date (the "Notice 
Date"), which notice shall certify that, as of the Notice Date, 
the Puget Conditions are satisfied and that, if the Closing were 
to occur on the Notice Date, Seller would be prepared to satisfy 
the conditions to Closing that are solely within the control of 
Seller; and (ii) on a date that is six (6) Business Days prior 
to the Closing Date under the PGE Purchase Agreement (as the 
term "Closing Date" is defined under such Agreement) (an 
"Additional Notice Date"), which notice shall certify that 
Seller has been notified by PGE that, as of any Additional 
Notice Date, the PGE Conditions are satisfied and that, if the 
Closing were to occur on such Additional Notice Date, PGE would 
be prepared to satisfy the conditions to Closing that are solely 
within the control of PGE.  Parent hereby irrevocably promises 
and agrees that, upon receipt of the notice referred to in 
clause (i) of the preceding sentence, Parent will make or cause 
to be made on the date of the Closing,  a contribution in 
immediately available funds to Purchaser in the amount of the 
Base Purchase Price plus, in the event that the notice referred 
to in clause (i) states that the PGE Conditions are satisfied, 
the Combined Payment Amount, adjusted to take into account 
additional Excluded Assets, if any, pursuant to Section 1.10 of 
the Purchase Agreement and that, upon receipt of any notice 
referred to in clause (ii) of the preceding sentence, Parent 
will, unless theretofore paid, make or cause to be made on the 
date of the Closing under the PGE Purchase Agreement  a 
contribution in immediately available funds in the amount of the 
the Combined Payment Amount, as applicable pursuant to Section 
1.05 of the Purchase Agreement (the amount required to be 
contributed by Parent pursuant to each individual notice 
referred to in clauses (i) and (ii) of the preceding sentence is 
sometimes hereinafter referred to as the "Required Contribution 
Amount").

          (b)  If Purchaser breaches its obligation to effect 
the Closing as and when required by the Purchase Agreement (or 
any Closing under the MPC Purchase Agreement or the PGE Purchase 
Agreement as and when required under such agreements), and, if 
as a result thereof, Purchaser is the subject of a final and 
binding order of a court of competent jurisdiction obligating it 
to pay any damages, costs, and expenses incurred by Seller (a 
"Liability"), Seller may, in its sole discretion and without the 
concurrence of Purchaser or any of its Affiliates, give written 
notice to Parent that such Liability was incurred.  Parent 
irrevocably promises and agrees that it shall make or cause to 
be made a contribution in immediately available funds to 
Purchaser within five (5) Business Days after receipt of such 
notice in an amount sufficient for Purchaser to fully satisfy 
and discharge such Liability up to but not to exceed the 
applicable Required Contribution Amount.

          (c)  If a court of competent jurisdiction enters a 
final and binding order to the effect that Seller was not 
entitled to give any notice provided for in subsection (a) or 
(b) hereof, then Seller shall be liable to pay Parent, as 
liquidated damages and in full satisfaction of any claim of 
Purchaser or any of its Affiliates arising out of such notice or 
order insofar as such order relates to Seller giving such 
notice, an amount equal to the documented out-of-pocket costs of 
Parent (including, without limitation, Parent's cost of capital 
after giving effect to related income taxes) incurred in 
connection with Parent's contribution (or arrangements made to 
cause such contribution) to Purchaser as a result of such 
wrongful notice by Seller. 

          (d)  Notwithstanding any other provision of this 
Agreement to the contrary, Parent shall have no obligation to 
make or cause to be made any contribution to Purchaser under 
this Agreement to the extent its aggregate contributions to 
Purchaser made or cause to be made as a result of a notice given 
by Seller hereunder or otherwise contributed (provided such 
funds have been segregated in accordance with Section 4 
hereunder or are otherwise available for payment by Purchaser of 
the Purchase Price under the Purchase Agreement) equal or exceed 
the aggregate of the Required Contribution Amounts.

          (e)  Any payments made or caused to be made by Parent 
directly to Seller in satisfaction of Parent's obligations to 
make or cause to be made a contribution to Purchaser hereunder 
shall be deemed to be on behalf of, and to satisfy the 
obligations of, Purchaser to Seller under the Purchase Agreement 
(to the extent of the amount paid or caused to be paid by 
Parent).

          (f)  If, prior to receipt of a notice from Seller 
requesting a contribution to Purchaser, Parent makes or causes 
to be made a contribution to Purchaser as contemplated herein, 
it shall promptly notify Seller in writing of such contribution, 
which notice shall state that such contribution has been 
segregated as provided in Section 4 herein.

          (g)  Upon written request of Seller given to Purchaser 
at any time after Parent has made or caused to be made a 
contribution to Purchaser contemplated herein, Purchaser agrees 
to return such contribution to Parent.

          (h)  If, following the making by Parent of a Required 
Contribution Amount hereunder, the Closing in respect of which 
such contribution was made fails to occur as scheduled (other 
than any such failure caused solely by a breach by Purchaser of 
its obligation to effect such Closing), any funds so contributed 
to Purchaser may be returned to Parent; provided, that this 
Agreement shall continue in effect until termination in 
accordance with the provisions of Section 5 hereof.

     Section 3.  Representations and Warranties.

          (a)  Parent and Purchaser represent and warrant to 
Seller as follows:

               (i)  Each of Parent and Purchaser is a 
corporation, duly organized, validly existing and in good 
standing under the laws of Commonwealth of Pennsylvania and has 
full corporate power and authority to enter into this Agreement 
and to perform its obligations hereunder.

              (ii)  The execution and delivery by each of Parent 
and Purchaser of this Agreement, and the performance of its 
obligations hereunder, have been duly authorized by all 
necessary corporate action on the part of Parent and Purchaser, 
as the case may be.

             (iii)  Each of Parent and Purchaser has duly 
executed and delivered this Agreement.  Assuming due 
authorization, execution and delivery of this Agreement by 
Seller, this Agreement constitutes the valid and binding 
obligation of each of Parent and Purchaser, enforceable in 
accordance with its terms, except as such enforceability may be 
limited by bankruptcy, insolvency, reorganization, moratorium or 
other similar laws of general applicability affecting the 
enforcement of creditors' rights and the application of general 
principles of equity.

              (iv)  All consents, authorizations and other 
approvals of any governmental authority which are necessary for 
the execution and delivery by each of Parent and Purchaser of 
this Agreement and the performance by it of its obligations 
hereunder have been obtained and are in full force and effect, 
are final and not subject to any appeal.

               (v)  Execution, delivery and performance by 
Parent of this Agreement will not conflict with or result in a 
violation or default under any  contract, agreement or order of 
any court or regulatory authority binding upon Parent or any of 
its Affiliates.

          (b)  Seller represents and warrants to Parent as 
follows:

              (i)  Seller is a corporation, duly organized, 
validly existing and in good standing under the laws of the 
State of Washington, and has full corporate power and authority 
to enter into this Agreement and to perform its obligations 
hereunder.

              (ii)  The execution and delivery by Seller of this 
Agreement, and the performance of its obligations hereunder, 
have been duly authorized by all necessary corporate action on 
the part of Seller.

              (iii)  Seller has duly executed and delivered this 
Agreement.  Assuming due authorization, execution and delivery 
of this Agreement by Purchaser and Parent, this Agreement 
constitutes the valid and binding obligation of Seller, 
enforceable in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency, 
reorganization, moratorium or other similar laws of general 
applicability affecting the enforcement of creditors' rights and 
the application of general principles of equity.

              (iv)  All consents, authorizations and other 
approvals of any governmental authority which are necessary for 
the execution and delivery by Seller of this Agreement and the 
performance by Seller of its obligations hereunder have been 
obtained and are in full force and effect, are final and not 
subject to any appeal.

              (v)  Execution, delivery and performance by Seller 
of this Agreement will not conflict with or result in a 
violation or default under any contract, agreement or order of 
any court or regulatory authority binding upon Seller or any of 
its Affiliates.

     Section 4.  Restriction on Use.  Purchaser shall segregate 
from its general funds any contributions made or caused to be 
made by Parent hereunder and shall use such funds for the 
purpose, and only for the purpose, of satisfying its obligations 
to Seller under the Purchase Agreement.  Such contributions 
shall be placed in a segregated account at an independent 
financial institution, the name of which account makes reference 
to the restrictions contained herein.

     Section 5.  Termination.  The obligations of Parent under 
this Agreement shall terminate upon the earliest to occur of:

          (a)  contribution made or caused to be made by Parent 
to Purchaser of an amount equal to or exceeding the aggregate of 
the Required Contribution Amounts in response to notices given 
by Seller hereunder or otherwise contributed (provided such 
funds have been segregated in accordance with Section 4 or are 
otherwise available for payment by Purchaser of the Purchase 
Price under the Purchase Agreement and any necessary notice has 
been given pursuant to Section 2(f));

          (b)  five (5) Business Days after notice of 
termination of the Purchase Agreement is given pursuant to 
Article XI thereof, unless prior to the close of business on the 
fifth Business Day after such notice Parent receives written 
notice from Purchaser or Seller that either of them in good 
faith believes that the Purchase Agreement is still in full 
force and effect or has been improperly terminated, and that 
Seller is actively pursuing a Liability claim, in which case 
this Agreement shall terminate upon the settlement or other 
determination of such claim in accordance with Section 2(b) 
hereof and the making or causing to be made of the required 
contribution by Parent.

          (c)  the occurrence of the Closing under the Purchase 
Agreement.

     Section 6.  Miscellaneous

          (a)  This Agreement shall be binding upon, shall inure 
to the benefit of, and shall be enforceable by, the parties 
hereto and their respective successors and permitted assigns.  
In the event that Purchaser assigns its rights under the 
Purchase Agreement to a special purpose corporation, then the 
term "Purchaser" herein shall refer to such special purpose 
corporation and Parent shall make or cause to be made its 
required contribution hereunder directly to such special purpose 
corporation.  Seller shall be entitled to enforce the 
obligations of Parent hereunder without the concurrence of  
Purchaser and regardless of any claims by Purchaser against 
Seller, including any claims under, or the satisfaction or non-
satisfaction of any obligations of Seller under, the Purchase 
Agreement.  Neither this Agreement nor any right hereunder may 
be assigned by any party without the prior written consent of 
the other parties hereto, which consent (except in the case of a 
transfer by Parent of its obligations hereunder) shall not be 
unreasonably withheld.

          (b)  This Agreement contains the entire understanding 
of the parties with respect to the matters herein and supersedes 
all prior agreements and understandings between the parties with 
respect to the subject matter hereof.

          (c)  All notices and other communications required or 
permitted by this Agreement or by law to be served upon or given 
to a party hereto by any other party hereto shall be addressed 
as provided in the Purchase Agreement and, if to Parent, to the 
address for notices set forth beneath Parent's signature below.

          (d)  This Agreement may not be amended or otherwise 
modified except by a written agreement signed by each party 
hereto.

          (e)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE 
WITH, AND GOVERNED BY, THE LAWS OF THE NEW YORK EXCLUDING ITS 
CONFLICTS OF LAWS PROVISIONS.

          (f)  If any provision of this Agreement shall be 
unenforceable, void or otherwise contrary to law, such provision 
shall in no manner operate to render any other provision of this 
Agreement unenforceable, invalid or contrary to law, and this 
Agreement shall continue to be operative and enforceable in 
accordance with the remaining terms and provisions hereof.

          (g)  (1) The terms, conditions, covenants, 
representations and warranties hereof may be waived only by a 
written instrument executed by the party waiving compliance.  
The failure of a party at any time or from time to time to 
require performance of any provisions hereof shall in no manner 
affect its rights at a later time to enforce the same.  No 
waiver by a party of any condition or any breach of term, 
covenant, representation or warranty contained in this Agreement 
in any one or more instances shall be deemed to be, or be 
construed as, a further or continuing waiver of any such 
condition or breach of any term, covenant, representation or 
warranty.

               (2)  The term "Puget Conditions" means all 
conditions to the obligations of Seller and Purchaser to 
consummate the Closing as set forth in Articles VI and VII of 
the Purchase Agreement (except those conditions solely within 
the control of Seller or Purchaser).  The term "MPC Conditions" 
means all conditions to the obligations of MPC and Purchaser 
under the MPC Purchase Agreement (except those conditions solely 
within the control of MPC or Purchaser).  The term "PGE 
Conditions" means all conditions to the obligations of PGE and 
Purchaser under the PGE Purchase Agreement (except those 
conditions solely within the control of PGE or Purchaser).

          (h)  No person other than the parties hereto, or their 
successors or permitted assigns shall have any rights hereunder.

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          (i)  This Agreement may be signed in counterparts, 
each of which shall be deemed an original and all of which 
together shall constitute one and the same Agreement.

                           PP&L RESOURCES, INC.

                           By:   /s/  JOHN R. BIGGER_________
                               Name:  John R. Bigger	
                               Title: Senior Vice President
                                      and Chief Financial
                                      Officer

                           Address for Notices:
                                Two North Ninth Street
                                Allentown, Pennsylvania  18101

                           PP&L GLOBAL, INC.

                           By:   /s/ PAUL T. CHAMPAGNE_______
                              Name:  Paul T. Champagne
                              Title: Vice President

                           PUGET SOUND ENERGY, INC.

                           By:   /s/ STEVE MCKEON           
                              Name:  Stephen A. McKeon
                              Title: Vice President