AMENDMENT NO. 10

                               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, 1987, and subsequently amended by Amendment Nos. 1, 2, 
3, 4, 5, 6, 7, 8 and 9; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.   Effective January 1, 1995, Articles 2 and 3 are amended to 
read:
2.  Definitions.

	   (c) "Change in Control" - means any one of the following 
events:  (a) any change in 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 two consecutive years, 
individuals who at the beginning of such period 
constitute the Board of Resources cease for any reason 
to constitute at least a majority thereof unless the 
election, or the nomination for election, of each new 
director was approved by a vote of at least two-thirds 
of the directors then still in office who were 
directors at the beginning of such period; (c) any 
person (within the meaning of Section 13(d) of the 
Exchange Act) 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 
stockholders of Resources of any merger or 
consolidation of Resources with any other corporation 
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 Resources as con-
stituted immediately prior thereto shall constitute at 
least a majority of the directors of the continuing, 
surviving or transferee corporation and any parent 
thereof; or (e) the Board of Resources adopts a 
resolution to the effect that a "Change in Control" has 
occurred or is anticipated to occur.

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

3.  Eligibility.

	(a)  All officers of the Company who are in positions in 
Company Salary Groups I through IV immediately prior to 
the date of their termination of employment from the 
Company or death if earlier shall receive such benefits 
as they are entitled to under this Plan.  However, 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 said Participant: 

       (i)  terminates employment with the Company for any reason 
other than total disability, as determined by the 
EBPB in its sole discretion, prior to attaining at 
least age 50 and 10 Years of Service;

      (ii)  terminates employment with the Company (by retirement 
or otherwise) under circumstances where the Company 
has requested or demanded such termination of 
employment for proper cause (including, without 
limitation, theft, fraud, breach of any fiduciary 
duty, misrepresentation, deceit, or illegal or 
criminal act(s)).  This subsection 3(a)(ii) shall 
not apply to any Participant who terminates 
employment with the Company within three (3) years 
after the effective date of a Change in Control.

 II. Except as provided for in this Amendment No. 10, all other 
provisions of the Plan shall remain in full force and 
effect.
	IN WITNESS WHEREOF, this Amendment No. 10 is executed this   
  _____ day of January, 1995.
                             PENNSYLVANIA POWER & LIGHT COMPANY

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