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Exhibit 10(d)

                   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 Portland 
General Electric Company, ("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 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 
Portland 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.  Parent hereby irrevocably promises and agrees that, upon 
receipt of the notice referred to in 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, adjusted to take into account 
additional Excluded Assets (the amount required to be contributed 
by Parent pursuant to the notice referred to in 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, 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 (5) five Business Days after receipt of such notice in an 
amount sufficient for Purchaser to fully satisfy and discharge 
the Liability up to but not to exceed the 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 the 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 Oregon, 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 contribution 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 obligation 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 Required 
Contribution Amount in response to notice 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; or

          (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 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 the 
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)  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.

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

          (i)  The term "Portland 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 the Seller or Purchaser).

          (j)  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.

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     IN WITNESS WHEREOF, this Agreement has been duly executed 
and delivered by the duly authorized officer of each party as of 
the date first above written.

          PP&L RESOURCES, INC.



          By:__________________________
          Name:  John R. Biggar
          Title:  Senior Vice President & Chief Financial Officer
          Address for Notices:
              Two North Ninth Street
              Allentown, Pennsylvania  18101


          PP&L GLOBAL, INC.


          By:__________________________
          Name:  Paul T. Champagne
          Title:  Vice President
          Address for Notices:
              11350 Random Hills Road
              Suite 400
              Fairfax, Virginia  22030


          PORTLAND GENERAL ELECTRIC
          COMPANY

          By:__________________________
          Name:  James Piro
          Title:    Vice President	
          Address for Notices:  
              121 SW Salmon Street
              Portland, Oregon  97204