REVOLVING CREDIT AGREEMENT

 

                  PENNSYLVANIA POWER & LIGHT COMPANY

                              $250,000,000

                       REVOLVING CREDIT AGREEMENT

                            _________________

                       DATED AS OF August 30, 1994

                            TABLE OF CONTENTS

                                                                Page

SECTION 1.     Amounts and Terms of Loans                      1
1.1  Commitments                                               1
1.2  Notices of Borrowing                                      1
1.3  Disbursement of Funds                                     2
1.4  The Notes                                                 2
1.5  Special Payment Provisions                                3
1.6  Facility Fee                                              4
1.7  Reductions in Total Commitments                           4
1.8  Compensation                                              4

SECTION 2.  Interest                                           5
2.1  Rates of Interest                                         5
2.2  Determination of Rate of Borrowing                        5
2.3  Interest Payment Dates                                    6
2.4  Conversions; Interest Periods                             6
2.5  Increased Costs, Illegality, Etc.                         8

SECTION 3.  Payments                                          11
3.1  Payments on Non - Business Days                          11
3.2  Voluntary Prepayments                                    11
3.3  Method and Place of Payment, Etc.                        12
3.4  Net Payments                                             13

SECTION 4.  Conditions Precedent                              13
4.1  Conditions to the Initial Loans                          13
4.2  Conditions to Each Loan                                  14

SECTION 5.  Covenants                                         15
5.1  Financial Statements                                     15
5.2  Mergers                                                  16

SECTION 6.  Events of Default                                 16
6.1  Representations, Etc.                                    16
6.2  Principal and Interest                                   16
6.3  Defaults Under Other Agreements                          16
6.4  Bankruptcy, Etc.                                         17
6.5  Other Covenants                                          17

SECTION 7.  Representations and Warranties                    18
7.1  Corporate Status                                         18
7.2  Authority; No Conflict                                   18
7.3  Legality, Etc.                                           18
7.4  Financial Statements                                     18
7.5  Litigation                                               19
7.6  No Violation                                             19
7.7  ERISA                                                    19
7.8  Consents                                                 19
7.9  Subsidiaries                                             20
7.10  Limitation Event                                        20

SECTION 8.  Agent                                             20
8.1  Appointment                                              20
8.2  Nature of Duties                                         20
8.3  Rights, Exculpation, Etc.                                21
8.4  Reliance                                                 21
8.5  Indemnification                                          22
8.6  The Agent, Individually                                  22
8.7  Holders of Notes                                         22
8.8  Resignation by the Agent                                 22

SECTION 9.  Miscellaneous                                     23
9.1  Definitions                                              23
9.2  Accounting Principles                                    30
9.3  Exercise of Rights                                       30
9.4  Amendment and Waiver                                     31
9.5  Expenses                                                 31
9.6  Successors and Assigns                                   32
9.7  Notices, Requests, Demands                               35
9.8  Survival of Representations and
     Warranties                                               35
9.9  Governing Law                                            35
9.10  Counterparts                                            35
9.11  Effectiveness                                           35
9.12  Transfer of Office                                      35
9.13  Proration of Payments                                   36
9.14  Headings Descriptive                                    36
9.15  Termination of Commitments Under Prior
      Agreements                                              36

EXHIBIT A - Revolving Note
EXHIBIT B - Opinion of Counsel

          REVOLVING CREDIT AGREEMENT, dated as of August 30, 1994, among 
PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation ("PP&L"), 
the banks listed on Schedule I hereto (each a "Bank" and collectively the 
"Banks") and CHEMICAL BANK, as Agent for the Banks to the extent and in 
the manner provided in Section 8 below (in such capacity, the "Agent") 
(all capitalized terms used herein shall have the meaning specified 
therefor in Section 9.1 unless otherwise defined herein).

                             W I T N E S S E T H :

	WHEREAS, subject to and upon the terms and conditions set forth 
herein, the Banks are willing to make available to PP&L the credit 
facility herein provided;

	NOW, THEREFORE, it is agreed:

	SECTION 1.  Amounts and Terms of Loans.

 	1.1  Commitments.  Subject to and upon the terms and conditions 
herein set forth, each Bank severally agrees, at any time and from time 
to time prior to the Expiry Date to make a loan or loans (each a "Loan" 
and collectively for all Banks, the "Loans") to PP&L, which Loans (i) 
shall at the option of PP&L, be initially maintained as Base Rate Loans 
or Eurodollar Loans, provided that all the Loans made by all the Banks at 
any one Borrowing hereunder must be either all Base Rate Loans or all 
Eurodollar Loans, (ii) may be repaid and borrowed in accordance with the 
provisions hereof and (iii) shall not exceed in aggregate principal 
amount at any time outstanding such Bank's Commitment.
 
 	1.2  Notices of Borrowing.  Whenever PP&L desires to make a 
Borrowing hereunder, it shall give the Payments Administrator at the 
Payment Office (i) no later than 12:00 Noon (New York time) at least four 
Business Days' prior written notice or telephonic notice (confirmed in 
writing) of each Eurodollar Loan to be made hereunder and (ii) no later 
than 10 A.M. (New York time) on the date of such Borrowing prior written 
notice or telephonic notice (confirmed in writing) of each Base Rate Loan 
to be made hereunder.  Each such notice (each a "Notice of Borrowing") 
shall specify the aggregate principal amount PP&L desires to borrow 
hereunder, the date of Borrowing (which shall be a Business Day), the 
Type of Loans to be made pursuant to such Borrowing and the Interest 
Period to be applicable thereto.  The Payments Administrator shall 
promptly give each Bank telephonic notice (confirmed in writing) of the 
proposed Borrowing, of such Bank's proportionate share thereof and of the 
other matters covered by the Notice of Borrowing.  Each Borrowing shall 
be in an integral multiple of $500,000 and not less than $20,000,000 and 
shall be made from each Bank in the proportion which its respective 
Commitment bears to the Total Commitment.  Except as otherwise 
specifically provided in Section 2.5, each Bank shall participate in the 
Type of Loan made at each Borrowing in the proportion which its 
respective Commitment bears to the Total Commitment.  The failure of any 
Bank to make any Loan required hereby shall not release any other Bank 
from its obligation to make Loans as provided herein.
 
 	1.3  Disbursement of Funds.  No later than 12:00 Noon (New York 
time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on 
the date specified in each Notice of Borrowing) each Bank will make 
available the amount of its pro rata portion of the Loans requested to be 
made on such date in U.S. dollars and in immediately available funds, to 
the Payments Administrator at the Payment Office.  The Payments 
Administrator will make available to PP&L not later than 1:00 P.M. (New 
York time) (or, in the case of Base Rate Loans, 3:00 P.M. (New York 
time)) on such date at the Payment Office the aggregate of the amounts in 
immediately available funds made available by the Banks  against delivery 
to the Payments Administrator at the Payment Office, or at such other 
office as the Payments Administrator may specify, of the documents and 
papers provided for herein.  The Payments Administrator shall deliver the 
documents and papers received by it for the account of each Bank to such 
Bank or upon its order.  
 
	1.4  The Notes.  (a)  PP&L's obligation to pay the principal of, 
and interest on, all Loans made by each Bank shall be evidenced by a 
promissory note substantially in the form of Exhibit A hereto (each a 
"Note" and collectively for all Banks, the "Notes") with blanks 
appropriately completed in conformity herewith.  Each Note issued to each 
Bank shall:  (i) be payable to the order of such Bank and be  dated the 
date of the making of the initial Loans hereunder; (ii) be in the 
original principal amount of the Commitment  of such Bank; (iii) mature 
on the Expiry Date; (iv) bear interest as provided in Section 2.1 in 
respect of the Base Rate Loans or Eurodollar Loans evidenced thereby, as 
the case may be; and (v) be entitled to the benefits of this Agreement.  
Each Bank will note on its internal records the amount of each Loan made 
by it and each payment in respect thereof and will prior to any transfer 
of its Note endorse on the reverse side thereof the outstanding principal 
amount of the Loans evidenced thereby.  Failure to make any such notation 
shall not affect PP&L's obligations in respect of such Loans.

	     (b)  The Payments Administrator shall maintain at the Payment 
Office a register for the recordation of the names and addresses of the 
Banks, the Commitments of the Banks from time to time, and the principal 
amount of the Loans owing to each Bank from time to time, and other terms 
applicable thereto (the "Register").  The entries in the Register shall 
be conclusive and binding for all purposes, absent manifest error.  The 
Register shall be available for inspection by PP&L, the Agent or any Bank 
at any reasonable time and from time to time upon reasonable prior 
notice.

	1.5  Special Payment Provisions.  Unless the Payments Administrator 
shall have been notified by any Bank prior to any Borrowing Date that 
such Bank does not intend to make available to the Payments Administrator 
such Bank's portion of the Loans to be made on such date, the Payments 
Administrator may assume that such Bank has made such amount available to 
the Payments Administrator on such Borrowing Date and the Payments 
Administrator may, in reliance upon such assumption, make available to 
PP&L a corresponding amount.  If such amount is not in fact made 
available to the Payments Administrator by such Bank, the Payments 
Administrator shall be entitled to recover such amount on demand from 
such Bank.  If such Bank does not pay such amount forthwith upon the 
Payments Administrator's demand therefor, the Payments Administrator 
shall promptly notify PP&L and PP&L shall pay such amount to the Payments 
Administrator.  The Payments Administrator shall also be entitled to 
recover from such Bank or PP&L, as the case may be, interest on such 
amount in respect of each day from the date such amount was made 
available by the Payments Administrator to PP&L to the date such amount 
is recovered by the Payments Administrator, at a rate per annum equal to 
(i) in the case of such Bank, the Federal Funds Rate and (ii) in the case 
of PP&L, the applicable rate provided in  Section 2.1 for the applicable 
Type of Loan.  Nothing herein shall be deemed to relieve any Bank from 
its obligation to fulfill its Commitment hereunder or to prejudice any 
rights which PP&L may have against any Bank as a result of the failure of 
such Bank to perform its obligations hereunder.
 
           1.6  Facility Fee.  PP&L agrees to pay to the Payments 
Administrator for pro rata distribution to each Bank a Facility Fee (the 
"Facility Fee"), for the period from the Effective Date until the Expiry 
Date (or such earlier date as the Total Commitment shall be terminated), 
on the average daily Total Commitment, computed at the Applicable 
Facility Fee Percentage per annum computed on the basis of the number of 
days actually elapsed over a year of 365 or 366 days and payable 
quarterly in arrears on the last day of each calendar quarter and on the 
Expiry Date (or such earlier date as the Total Commitment shall be 
terminated).
 
           1.7  Reductions in Total Commitments.  PP&L shall have the 
right, upon at least 2 Business Days' prior written notice to the 
Payments Administrator at the Payment Office (which notice the Payments 
Administrator shall promptly transmit to each of the Banks), to reduce 
permanently the Total Commitment, in an aggregate amount equal to an 
integral multiple of $500,000 and not less than $10,000,000, or to 
terminate the unutilized portion of the Total Commitment, provided that 
any such reduction or termination shall apply proportionately to the 
Commitments of the Banks.
 
           1.8  Compensation.  PP&L shall compensate each Bank, upon such 
Bank's written request given promptly after learning of the same, for all 
losses, expenses and liabilities (including, without limitation, any 
interest paid by such Bank to lenders of funds borrowed by it to make or 
carry its Eurodollar Loans and any loss sustained by such Bank in 
connection with the re-employment of such funds), which the Bank 
sustains:  (i) if for any reason  other than a failure of such Bank to 
perform its obligations) a Borrowing of any Eurodollar Loan does not 
occur on a date specified therefor in a Notice of Borrowing or notice of 
conversion (whether or not withdrawn or cancelled pursuant to Section 2.5 
or otherwise), (ii) if any repayment or conversion (pursuant to 
Section 2.5 or otherwise) of any of its Eurodollar Loans occurs on a date 
which is not the last day of the Interest Period applicable thereto, or 
(iii) without duplication of any amounts paid pursuant to Section 2 
hereof, as a consequence of any other default by PP&L to repay its 
Eurodollar Loans when required by the terms of this Agreement.  A 
certificate as to any amounts payable to any Bank under this Section 1.8 
submitted to PP&L by such Bank shall show the amount payable and the 
calculations used to determine such amount and shall, absent manifest 
error, be final, conclusive and binding upon all parties hereto.
 
 	     SECTION 2.  Interest.
 
	     2.1  Rates of Interest.  (a)  PP&L agrees to pay interest in 
respect of the unpaid principal amount of each   Base Rate Loan from the 
date the proceeds thereof are made   available to PP&L until prepayment 
pursuant to Section 3 or maturity (whether by acceleration or  otherwise) 
at a rate per annum which shall be the Base Rate  in effect from time to 
time.

	     (b)  PP&L agrees to pay interest in respect of the unpaid 
principal amount of each Eurodollar Loan from the date the proceeds 
thereof are made available to PP&L until prepayment pursuant to Section 3 
or maturity (whether by acceleration or otherwise) at a rate per annum 
which shall be the relevant Quoted Rate plus the Applicable Eurodollar 
Margin.

	     (c)  PP&L agrees to pay interest in respect of overdue 
principal of, and (to the extent permitted by law) overdue interest in 
respect of, each Loan, on demand, at a rate per annum which shall be 1% 
in excess of the Base Rate in effect from time to time.

	     (d)  Interest shall be computed on the actual number of days 
elapsed on the basis of a 360 -- day year; provided, however, that for 
any rate of interest determined by reference to the Prime Rate, interest 
shall be computed on the actual number of days elapsed on the basis of a 
year of 365 or 366 days.

	     (e)  In computing interest on the Loans, the date of the 
making of a Loan shall be included and the date of payment shall be 
excluded, provided, however, that if a Loan is repaid on the same day on 
which it is made, such day shall nevertheless be included in computing 
interest thereon.

	2.2  Determination of Rate of Borrowing.  As soon as practicable 
after 10:00 A.M. (New York time) on the second Business Day prior to the 
commencement of the Interest Period with respect to Eurodollar Loans, the 
Payments Administrator shall determine (which determination, absent 
manifest error, shall be final, conclusive and binding upon all parties) 
the rate of interest which shall be applicable to the Eurodollar Loans 
for the Interest Period applicable thereto and shall promptly give notice 
thereof (in writing or by telephone, confirmed in writing) to PP&L and 
the Banks.  In the event that there is no applicable rate for the 
Eurodollar Loans:  (i) the Payments Administrator shall promptly give 
notice thereof (in writing or by telephone, confirmed in writing) to PP&L 
and the Banks and (ii) such Loans shall be deemed to have been requested 
to be made as Base Rate Loans and (iii) the rate applicable to such Loans 
shall be the Base Rate in effect from time to time.
 
 2.3  Interest Payment Dates.  Accrued interest shall be 
payable (i) in respect of each Eurodollar Loan, at the end of the 
Interest Period relating thereto and in respect of each Loan with an 
Interest Period of longer than 3 months, on each 3-month anniversary of 
the first day of such Interest Period, (ii) in respect of each Base Rate 
Loan, in arrears on the last Business Day of each March, June, September 
and December and (iii) in respect of each Loan, on any prepayment (on the 
amount prepaid), at maturity (whether by acceleration or otherwise) and, 
after maturity, on demand.
 
	     2.4 Conversions; Interest Periods.  (a) PP&L shall have the 
option to convert on any Business Day occurring on and after the 
Effective Date, all or a portion at least equal to the $20,000,000 of the 
outstanding principal amount of the Loans made pursuant to one or more 
Borrowings of one Type of Loans into a Borrowing or Borrowings of another 
Type of Loan, provided that (i) except as provided in Section 2.5(b), 
Eurodollar Loans may be converted into Base Rate Loans only on the last 
day of an Interest Period applicable thereto and no partial conversion of 
a Borrowing of Eurodollar Loans shall reduce the outstanding principal 
amount of the Loans pursuant to such Borrowing to less than the 
$20,000,000 and (ii) Loans may only be converted into Eurodollar Loans if 
no Default or Event of Default is in existence on the date of the conver-
sion.  Each such conversion shall be effected by PP&L by giving the 
Payments Administrator at its Payment Office, prior to 12:00 Noon (New 
York time), at least four Business Days (or one Business Day in the case 
of a conversion into Base Rate Loans) prior written notice (or telephonic 
notice promptly confirmed in writing) (each a "Notice of Conversion") 
specifying the Loans to be so converted, the Borrowing or Borrowings pur-
suant to which such Loans were made, the Type of Loans to be converted 
into and, if to be converted into a Borrowing of Eurodollar Loans, the 
Interest Period to be initially applicable thereto.  The Payments 
Administrator shall give each Bank prompt notice of any such proposed 
conversion affecting any of its Loans.

	     (b)  At the time PP&L gives a Notice of Borrowing or Notice of 
Conversion in respect of the making of, or conversion into, a Borrowing 
of Eurodollar Loans (in the case of the initial Interest Period 
applicable thereto) or prior to 12:00 Noon (New York time) on the fourth 
Business Day prior to the expiration of an Interest Period applicable to 
a Borrowing of Eurodollar Loans (in the case of any subsequent Interest 
Period), PP&L shall have the right to elect by giving the Payments 
Administrator written notice (or telephonic notice promptly confirmed in 
writing) of the Interest Period applicable to such Borrowing, which 
Interest Period shall, at the option of PP&L, be a one, three or six 
month period or, subject to availability on the part of each Bank, such 
shorter period as ends on the Expiry Date.  Notwithstanding anything to 
the contrary contained above:

	     (i)  the initial Interest Period for any Borrowing of 
Eurodollar Loans shall commence on the date of such Borrowing 
(including the date of any conversion from a Borrowing of Base Rate 
Loans) and each Interest Period occurring thereafter in respect of 
such Borrowing shall commence on the day on which the next preced-
ing Interest Period expires;

	    (ii)  if any Interest Period applicable to a Borrowing of 
Eurodollar Loans begins on a day for which there is no numerically 
corresponding day in the calendar month at the end of such Interest 
Period, such Interest Period shall end on the last Business Day of 
such calendar month;

	   (iii)  if any Interest Period would otherwise expire on a day 
which is not a Business Day, such Interest Period shall expire on 
the next succeeding Business Day, provided that if any Interest 
Period applicable to a Borrowing of Eurodollar Loans would other-
wise expire on a day which is not a Business Day but is a day of 
the month after which no further Business Day occurs in such month, 
such Interest Period shall expire on the next preceding Business 
Day;

	    (iv)  no Interest Period in respect of any Borrowing of Loans 
shall extend beyond the Expiry Date;

	    (v)  no Interest Period may be elected at any time when a 
Default or Event of Default is then in existence; and 

	    (vi)  all Eurodollar Loans comprising a Borrowing shall at all 
times have the same Interest Period.

If upon the expiration of any Interest Period, PP&L has failed to elect a 
new Interest Period to be applicable to the respective Borrowing of 
Eurodollar Loans as provided above, or is unable to elect a new Interest 
Period as a result of clause (v) above, PP&L shall be deemed to have 
elected to convert such Borrowing into a Borrowing of Base Rate Loans 
effective as of the expiration date of such current Interest Period.

	     2.5  Increased Costs, Illegality, Etc.  (a)  In the event that 
any Bank (including the Agent) shall have reasonably determined (which 
determination shall be final and conclusive and binding upon all parties 
but, with respect to the following clauses (i), (ii) and (iii), shall be 
made only after consultation with PP&L and the Agent on the date of such 
determination) that:

	     (i)  on any date for determining the Quoted Rate for any 
Interest Period, by reason of any change after the date hereof 
affecting the interbank Eurodollar market or affecting the position 
of such Bank (if a Reference Bank) in such market, adequate and 
fair means do not exist for ascertaining the applicable interest 
rate by reference to the Quoted Rate; or

	    (ii)  at any time, by reason of (y) any change after the date 
hereof in any applicable law or governmental rule, regulation or 
order (or any interpretation thereof by a governmental authority or 
otherwise (provided that, in the case of an interpretation not by a 
governmental authority, such interpretation shall be made in good 
faith and shall have a reasonable basis) and including the 
introduction of any new law or governmental rule, regulation or 
order), to the extent not provided for in clause (iii) below, or 
(z) in the case of Eurodollar Loans, other circumstances affecting 
such Bank or the interbank Eurodollar market or the position of 
such Bank in such market, the Quoted Rate shall not represent the 
effective pricing to such Bank for funding or maintaining the 
affected Eurodollar Loan; or

	   (iii)  at any time, by reason of the requirements of Regulation 
D or other official reserve requirements, the Quoted Rate shall not 
represent the effective pricing to such Bank for  funding or 
maintaining the affected Eurodollar Loan; or

	    (iv)  at any time, that the making or continuance of any 
Eurodollar Loan has become unlawful by compliance by such Bank in 
good faith with any law, governmental rule, regulation, guideline 
or order, or would cause severe hardship to such Bank as a result 
of a contingency occurring after the date hereof which materially 
and adversely affects the interbank Eurodollar market; 

then, and in any such event, the Bank so affected shall on such date of 
determination give notice (by telephone confirmed in writing) to PP&L and 
(except with respect to clause (iii) of this Section 2.5(a)) to the 
Payments Administrator (who shall give similar notice to each Bank) of 
such determination.  Thereafter, (x) in the case of clause (i), (ii) or 
(iii) above, PP&L shall pay to such Bank, upon written demand therefor, 
such additional amounts deemed in good faith by such Bank to be material 
(in the form of an increased rate of, or a different method of 
calculating, interest or otherwise as such Bank in its discretion shall 
determine) as shall be required to cause such Bank to receive interest 
with respect to its affected Eurodollar Loan at a rate per annum equal to 
the then Applicable Eurodollar Margin in excess of the effective pricing 
to such Bank to make or maintain such Eurodollar Loan and (y) in the case 
of clause (iv), PP&L shall take one of the actions specified in 
Section 2.5(b) as promptly as possible and, in any event, within the time 
period required by law.  A certificate as to additional amounts owed any 
such Bank, showing in reasonable  detail the basis for the calculation 
hereof, submitted to PP&L and (except with respect to clause (iii) of 
this Section 2.5(a)) the Agent by such Bank shall, absent manifest error, 
be final, conclusive and binding upon all of the parties hereto.

	     (b)  At any time that any of its Loans are affected by the 
circumstances described in Section 2.5(a) (other than clause (iii) 
thereof) PP&L may (i) if the affected Eurodollar Loan is then being made 
pursuant to a Borrowing, cancel said Borrowing by giving the Payments 
Administrator notice thereof by telephone (confirmed in writing) on the 
same date that PP&L was notified by the affected Bank pursuant to Section 
2.5(a) or (ii) if the affected Eurodollar Loan is then outstanding, upon 
at least 4 Business Days' written notice to the Bank, require the Bank to 
convert such Eurodollar Loan into a Base Rate Loan; provided that if more 
than one Bank is affected at any time, then all affected Banks must be 
treated the same pursuant to this Section 2.5(b).

	    (c)  In the event that PP&L shall be paying additional amounts 
to a Bank pursuant to Section 2.5(a)(i) or (ii) or Section 2.5(d) (and, 
in the case of Section 2.5(d), such Bank has not eliminated the increased 
costs by designating a new Applicable Lending Office) or is unable to 
incur a Eurodollar Loan from such Bank because of the existence of a 
condition described in Section 2.5(a)(iv) (any such Bank, an "Affected 
Bank") covering a period of 90 consecutive days, PP&L, the Agent and the 
Affected Bank shall consult with a view towards (but being under no 
obligation to) amending this Agreement, with the consent of the Banks 
other than the Affected Bank (the "Unaffected Banks") which, at such 
time, have outstanding two-thirds of the aggregate principal amount of 
the Loans outstanding hereunder (exclusive of the aggregate principal 
amount of the Loans outstanding of the Affected Bank), to provide for (i) 
the termination of the Affected Bank's Commitment, provided that such 
termination is accompanied by payment in full of the outstanding amount 
of all Loans of the Affected Bank, interest accrued on such amount to the 
date of payment and all other liabilities and obligations of PP&L 
hereunder (including, without limitation, amounts payable pursuant to 
Section 1.8, Section 2.5(a) or Section 2.5(d)), and (ii) the substitution 
of another bank for the Affected Bank and/or the increase, pro rata or 
otherwise, of the Commitments of the Unaffected Banks or otherwise, so 
that the Total Commitment remains the amount which would be applicable in 
the absence of the occurrence of clause (i) of this Section 2.5(c); 
provided that no Commitment of any Unaffected Bank may be changed without 
the consent of such Bank.

	     (d)  If any Bank reasonably determines at any time that any 
applicable law or governmental rule, regulation, order or request 
(whether or not having the force of law) concerning capital adequacy, or 
any change in interpretation or administration thereof by any govern-
mental authority, central bank or comparable agency, will have the effect 
of increasing the amount of capital required or expected to be maintained 
by such Bank based on the existence of such Bank's Commitment hereunder 
or its obligations hereunder, then promptly upon receipt of a written 
demand from such Bank meeting the requirements of this Section 2.5(d), 
PP&L shall pay such Bank such additional amounts as shall be required to 
compensate such Bank for the increased cost to such Bank as a result of 
such increase in capital for the first Compensation Period (as defined 
below).  After the initial written demand for payment in respect of this 
Section 2.5(d) is delivered to PP&L by such Bank, written demand for 
payment may be submitted for each Compensation Period thereafter that 
this Agreement remains in effect as to such Bank.  Each such written 
demand shall (i) specify (a) the event pursuant to which such Bank is 
entitled to claim the additional amount, (b) the date on which the event 
occurred and became applicable to the Bank and (c) the Compensation 
Period for which the amount is due and (ii) set out in reasonable detail 
the basis and computation of such additional amount.  The period for 
which the additional amounts may be claimed by such Bank (the 
"Compensation Period") shall be the lesser of (x) the number of days 
actually elapsed since the date the event occurred and became applicable 
to such Bank or (y) 90 days.  Payments made by PP&L to any Bank in 
respect of this Section 2.5(d) shall be made on the last day of the 
Compensation Period specified in each written demand with a final payment 
to be made on the date of termination of this Agreement as to such Bank. 
 Provided that each Bank acts reasonably and in good faith and uses 
averaging and attribution methods which are reasonable in determining any 
additional amounts due under this Section 2.5(d), such Bank's 
determination of compensation owing under this Section 2.5(d) shall, 
absent manifest error, be final and conclusive and binding on all the 
parties hereto.

	     (e)  Each Bank agrees that, upon the occurrence of any event 
giving rise to the operation of Section 2.5(d) with respect to such Bank, 
such Bank shall, if requested by PP&L, designate another Applicable 
Lending Office for any Loans affected by such event with the objective of 
eliminating, avoiding or mitigating the consequence of the event giving 
rise to the operation of such section; provided that such Bank and its 
Applicable Lending Office shall not, in the sole judgment of such Bank, 
suffer any economic, legal or regulatory disadvantage.  Nothing in this 
Section 2.5(e) shall affect or postpone any of the obligations of PP&L or 
the right of any Bank provided in Section 2.5(d).

	     SECTION 3.  Payments.
 
 3.1  Payments on Non-Business Days.  Whenever any  payment to 
be made hereunder or under any Note shall be stated to be due on a day 
which is not a Business Day, the due date thereof shall be extended to 
the next succeeding Business Day and, if a payment of principal has been 
so extended, interest shall be payable on such principal at the 
applicable rate during such extension.
 
 3.2  Voluntary Prepayments.  PP&L shall have the right to 
prepay the Loans in whole or in part, without premium or penalty, from 
time to time pursuant to this Section 3.2 on the following terms and 
conditions:  (i) PP&L shall give the Payments Administrator at the 
Payment Office at least 2 Business Days' prior written notice or 
telephonic notice (confirmed in writing) of its intent to prepay such 
Loans, which notice shall specify the amount of such prepayment and the 
specific Borrowing to be prepaid, which notice the Payments Administrator 
shall promptly transmit to each of the Banks; (ii) each prepayment shall 
be in an integral multiple of $500,000 and not less than $20,000,000 (or, 
the amount then remaining outstanding in respect of the Borrowing being 
prepaid); (iii) each prepayment in respect of Loans made pursuant to one 
Borrowing shall be applied pro rata among the Banks on the basis of such 
Loans, except as otherwise specifically provided in Section 2.5; (iv) at 
the time of any prepayment, PP&L shall pay all interest accrued on the 
principal amount of said prepayment and, except as otherwise specifically 
provided in Section 2.5, PP&L shall have no right to prepay any 
Eurodollar Loan on any day other than the last day of an Interest Period 
applicable thereto.
 
 3.3  Method and Place of Payment, Etc.  Except as expressly 
provided herein, all payments under this Agreement shall be made to the 
Payments Administrator for the ratable account of the Banks not later 
than Noon (New York time) on the date when due and shall be made in 
freely transferable U.S. dollars and in immediately available funds at 
the Payment Office (if such payment is made in respect of principal of or 
interest on any Eurodollar Loan, for the account of such non-U.S. office 
of the Payments Administrator as the Payments Administrator may from time 
to time direct).  Unless the Payments Administrator shall have been 
notified by PP&L prior to the date on which any payment to be made by 
PP&L hereunder is due that PP&L does not intend to remit such payment, 
the Payments Administrator may, at its discretion, assume that PP&L has 
remitted such payment when so due and the Payments Administrator may, at 
its discretion and in reliance upon such assumption, make available to 
each Bank (for the account of its applicable lending office) on such 
payment date an amount equal to such Bank's share of such assumed 
payment.  If PP&L has not in fact remitted such payment to the Payments 
Administrator, each Bank shall forthwith on demand repay to the Payments 
Administrator the amount of such assumed payment made available to such 
Bank together with interest thereon in respect of each day from and 
including the date such amount was made available by the Payments 
Administrator to such Bank to the date such amount is repaid to the 
Payments Administrator at a rate per annum equal to the Federal Funds 
Rate.  On the commencement date of each Interest Period and on each date 
occurring two Business Days prior to an Interest Payment Date, the 
Payments Administrator shall notify PP&L of the amount of interest and/or 
fees due at the end of such Interest Period or on such Interest Payment 
Date (assuming, in the case of Base Rate Loans, that there is no change 
in the rate of the applicable Base Rate Loan); provided, however, that 
failure to so notify PP&L shall not affect PP&L's obligation to make any 
such payments.
 
 3.4  Net Payments.  All payments under this Agreement shall 
be made without set-off or counterclaim and in such amounts as may be 
necessary in order that all such payments of principal and interest in 
connection with Loans (after deduction or withholding for or on account 
of (i) any present or future taxes, levies, imposts, duties or other 
charges of whatsoever nature imposed by any government or any political 
subdivision or taxing authority thereof, other than any tax (except such 
taxes referred to in clause (ii) below) on or measured by the net income 
of a Bank pursuant to the income tax laws of the jurisdiction where such 
Bank's principal or lending office is located (collectively the "Taxes") 
and (ii) deduction of an amount equal to any taxes on or measured by the 
net income payable by any such Bank with respect to the amount by which 
the payments required to be made by this Section 3.4 exceed the amount 
otherwise specified to be paid under this Agreement and the Notes) shall 
not be less than the amounts otherwise specified to be paid under this 
Agreement and the Notes.  A certificate as to any additional amounts 
payable to any Bank under this Section 3.4 submitted to PP&L by such Bank 
shall show in reasonable detail the amount payable and the calculations 
used to  determine such amount and shall, absent manifest error, be 
final, conclusive and binding upon all parties hereto.  With respect to 
each deduction or withholding for or on account of any Taxes, PP&L shall 
promptly furnish to each Bank such certificates, receipts and other 
documents as may be required (in the judgment of such Bank) to establish 
any tax credit to which such Bank may be entitled.
 
 	     SECTION 4.  Conditions Precedent.
 
	4.1  Conditions to the Initial Loans.  The obligation of each Bank 
to make its initial Loan to PP&L under Section 1.1 hereof is subject, at 
the date of the making of such Initial Loan, to the satisfaction of the 
following conditions (at which time the Agent shall notify all of the 
parties hereto):

	     (a)  Notes.  There shall have been delivered by PP&L to the 
Agent for the account of each of the Banks, the Note of PP&L 
payable to the order of such Bank in the amount and as otherwise 
provided in Section 1.4.

	     (b)  Opinion of Counsel for PP&L.  The Agent shall have 
received from the General Counsel, Senior Counsel or such other 
counsel of PP&L who shall be satisfactory to the Agent a favorable 
opinion, in sufficient copies for each of the Banks and dated the 
date of the Initial Loan (which the Agent will forward to the 
Banks), (i) substantially in the form of Exhibit B hereto and (ii) 
covering such other matters as the Agent may reasonably request.

	     (c)  Opinion of Counsel for the Agent.  The Agent shall have 
received in sufficient counterparts for each of the Banks and dated 
the date of the Initial Loan (which the Agent will forward to the 
Banks), an opinion of White & Case, special counsel for the Agent, 
addressed to the Agent and the Banks, to the effect that the legal 
opinion delivered pursuant to Section 4.1(b) is substantially 
responsive to the requirements of such section.

	     (d)  Documentation and Proceedings.  All corporate and legal 
proceedings and all instruments in connection with the transactions 
contemplated by this Agreement shall be satisfactory in form and 
substance to the Agent, and the Agent shall have received all 
information and copies of all documents that it has requested, such 
documents where appropriate to be certified by proper corporate or 
governmental authorities.

	4.2  Conditions to Each Loan.  The obligation of each Bank to make 
its Initial Loan and each subsequent Loan (excluding any conversions of 
one Type of Loan to another Type pursuant to Section 2.5(b)) to PP&L 
hereunder is subject, at the time of the making of each such Loan (except 
as hereinafter indicated), to the satisfaction of the following 
conditions, with the making of each such Loan constituting a 
representation and warranty by PP&L that the conditions specified in 
Sections 4.2(a) and (b) below are then satisfied:

	     (a)  No Default.  At the time of the making of each such Loan 
and after giving effect thereto, there shall exist no Default or 
Event of Default.

	     (b)  Representations and Warranties.  At the time of the 
making of each such Loan and after giving effect thereto, all 
representations and warranties contained in Section 7 hereof shall 
be true and correct with the same force and effect as though such 
representations and warranties had been made as of such time.

	SECTION 5.  Covenants.

	     While this Agreement is in effect and until the Total 
Commitment has been terminated and all obligations hereunder and under 
the Notes shall have been paid in full, PP&L agrees that:

	     5.1  Financial Statements.  It will furnish to each Bank:

	     (a)  within 120 days after the end of each of its fiscal years 
an auditors' report, including a balance sheet as at the close of 
such fiscal year and statements of income, shareowners' common 
equity and cash flows for such year, prepared in conformity with 
generally accepted accounting principles, with an opinion expressed 
by Deloitte & Touche or other independent auditors of recognized 
standing selected by PP&L;

	     (b)  within 60 days after the end of each of the first three 
quarters in each of PP&L's fiscal years, a balance sheet as at the 
close of such quarterly period and statements of income, 
shareowners' common equity and cash flows for such quarterly 
period, prepared in conformity with generally accepted accounting 
principles;

	     (c)  within 120 days after the end of each of its fiscal 
years, a copy of PP&L's Form 10-K Report to the Securities and 
Exchange Commission ("SEC") and within 60 days after the end of 
each of the first three quarters in each of PP&L's fiscal years, a 
copy of PP&L's Form 10-Q Report to the SEC; provided, that PP&L's 
obligations under this Section 5.1(c) may be satisfied by delivery 
of Forms 10-K and Forms 10-Q of a holding company of PP&L, so long 
as such statements set forth separate information for PP&L and its 
consolidated Subsidiaries;

	     (d)  from time to time, with reasonable promptness, such 
further information regarding PP&L's business, affairs and 
financial condition as such Bank may reasonably request; and

	     (e)  upon acquiring knowledge of the existence of a Default or 
Event of Default, PP&L will promptly deliver to each Bank a 
certificate of a financial officer of PP&L specifying:  (i) the 
nature of such Default or Event of Default, (ii) the period of the 
existence thereof, and (iii) the actions that PP&L proposes to take 
with respect thereto.

	     The financial statements required to be furnished pursuant to 
clauses (a) and (b) above, shall be accompanied by a certificate of a 
principal financial officer of PP&L to the effect that no Default or 
Event of Default has occurred and is continuing.

	     5.2  Mergers.  It will not merge or consolidate (other than a 
merger or consolidation under which PP&L is the surviving corporation) 
with any Person or, except in the ordinary course of its business, 
dispose of all or substantially all of its assets.
 
	     SECTION 6.  Events of Default.

	     Upon the occurrence of any of the following events (each an 
"Event of Default"):

	     6.1  Representations, Etc.  Any certificate furnished by PP&L 
to the Banks pursuant hereto shall prove to have been incorrect in any 
material respect or any of the representations and warranties made by 
PP&L herein or in connection herewith shall prove to have been incorrect 
in any material respect when made; or
 
 6.2  Principal and Interest.  PP&L shall fail to make any 
payment of principal on any Note when due or PP&L shall fail to make any 
payment of interest on any Note or any other payment payable by PP&L 
hereunder within 10 days of the due date thereof; or
 
 6.3  Defaults Under Other Agreements.  PP&L shall default in 
the payment of the principal of or interest on any obligation (other than 
hereunder) for borrowed money beyond any period of grace provided with 
respect thereto and the aggregate amount of any such default or defaults 
shall exceed $10,000,000 during the term of this Agreement; or PP&L shall 
default in the performance or observance of any other agreement, term or 
condition contained therein or in any other agreement or indenture 
pursuant to which any such obligation is created or by which it is 
secured for such period of time as would cause, or permit the holder or 
holders of such obligations (or a trustee or other Person on behalf of 
such holder or holders) to cause, such obligation to become due prior to 
its stated maturity or a portion thereof to be prepaid (other than by a 
regularly scheduled required prepayment) prior to such stated maturity 
and the aggregate amount of such obligation or obligations shall exceed 
$10,000,000 during the term of this Agreement; or
 
 6.4  Bankruptcy, Etc.  PP&L shall commence a voluntary case 
concerning itself under Title 11 of the United States Code entitled 
"Bankruptcy" as now or hereafter in effect or any successor thereto (the 
"Bankruptcy Code"); or an involuntary case is commenced against PP&L or 
such case is controverted but is not dismissed within 60 days after the 
commencement of the case; or PP&L is not generally paying its debts as 
they become due; or a custodian (as defined in the Bankruptcy Code) is 
appointed for, or takes charge of, all or substantially all of the 
property of PP&L or PP&L commences any other proceeding under any  
reorganization, arrangement, readjustment of debt, relief of debtors, 
dissolution, insolvency or liquidation or similar law of any jurisdiction 
whether now or hereafter in effect relating to PP&L or there is commenced 
against PP&L any such proceeding which remains undismissed for a period 
of 60 days or PP&L is adjudicated insolvent or bankrupt; or PP&L fails to 
controvert in a timely manner any such case under the Bankruptcy Code or 
any such proceeding, or any order of relief or other order approving any 
such case or proceeding is entered; or PP&L by any act or failure to act 
indicates its consent to, approval of or acquiescence in any such case or 
proceeding or in the appointment of any custodian or the like for it or 
any substantial part of its property or suffers any such appointment to 
continue undischarged or unstayed for a period of 60 days; or PP&L makes 
a general assignment for the benefit of creditors; or any corporate 
action is taken by PP&L for the purpose of effecting any of the 
foregoing; or
 
	     6.5  Other Covenants.  PP&L shall fail to perform or observe 
any other term, covenant or agreement contained in this Agreement on its 
part to be performed or observed and any such failure shall remain 
unremedied for a period of 30 days after written notice thereof shall 
have been received by PP&L from the Agent or the Required Banks;

then, and in any such event, and at any time thereafter, if any Event of 
Default shall then be continuing, either or both of the following actions 
may be taken:  (i) the Agent, at the direction of the Required Banks, 
shall by written notice to PP&L, declare the principal of and accrued 
interest in respect of all of the Notes to be, whereupon the same and  
all other amounts due hereunder shall become, forthwith due and payable 
without presentment, demand, protest or other notice of any kind, all of 
which are hereby expressly waived by PP&L, anything contained herein or 
in the Notes to the contrary notwithstanding, and (ii) the Agent, at the 
direction of the Required Banks, shall by written notice to PP&L, declare 
the Total Commitment terminated, whereupon the Commitment of each Bank 
and the obligation of each Bank to make its Loans hereunder shall 
terminate immediately and any accrued Facility Fee shall forthwith become 
due and payable without any other notice of any kind; provided that if an 
Event of Default described in Section 6.4 shall occur, the  result which 
would otherwise occur only upon the giving of written notice by the Agent 
to PP&L as specified in clauses (i) and (ii) above shall occur 
automatically without the giving of any such notice and without any 
instruction by the Required Banks to give such notice.

	     SECTION 7.  Representations and Warranties.

	     In order to induce the Banks to enter into this Agreement and 
to make the Loans provided for herein, PP&L makes the following 
representations and warranties to the Banks:

	     7.1  Corporate Status.  PP&L is duly incorporated, validly 
existing and in good standing under the laws of the Commonwealth of 
Pennsylvania, and has the corporate power to make and perform this 
Agreement and the Notes and to borrow hereunder.
 
 7.2  Authority; No Conflict.  The making and performance by 
PP&L of this Agreement, and the Notes to be executed and delivered by it 
as contemplated by this Agreement, have been duly authorized by all 
necessary corporate action and do not and will not violate any provision 
of law or regulation, or any decree, order, writ or judgment, or any pro-
vision of its charter or by-laws, or result in the breach of or 
constitute a default under any indenture or other agreement or instrument 
to which it is a party.
 
 7.3  Legality, Etc.  This Agreement constitutes and, when 
delivered, the Notes will constitute legal, valid and binding obligations 
of PP&L enforceable in accordance with their respective terms except to 
the extent limited by bankruptcy, insolvency or reorganization laws or by 
other laws relating to or affecting the enforceability of creditors' 
rights generally and by general equitable principles which may limit the 
right to obtain equitable remedies.
 
 7.4  Financial Statements.  The financial statements of PP&L 
for the year ended as at December 31, 1993, furnished to the Banks, 
fairly present the financial position of PP&L at December 31, 1993 and 
the results of its operations for the year then ended.  Since that date 
there has been no adverse change in the business, assets, financial 
condition or operations of PP&L which would materially and adversely 
affect the ability of PP&L to perform any of its obligations hereunder or 
under the Notes.
 
 7.5  Litigation.  Except as disclosed in or contemplated by 
PP&L's Form 10-K Report to the SEC for the year ended December 31, 1993, 
furnished to the Banks, no litigation, arbitration or administrative 
proceeding is pending or, to the knowledge of PP&L, threatened, which, if 
determined adversely to PP&L, would materially and adversely affect the 
ability of PP&L to perform any of its obligations under this Agreement or 
the Notes.  There is no litigation, arbitration or administrative  
proceeding pending or, to the knowledge of PP&L, threatened which 
questions the validity of this Agreement or the Notes.
 
 7.6  No Violation.  No part of the proceeds of the borrowings 
under this Agreement will be used, directly or indirectly, by PP&L for 
the purpose of purchasing or carrying any "margin stock" within the 
meaning of Regulation U of the Board of Governors of the Federal Reserve 
System, or for any other purpose which violates, or which conflicts with, 
the provisions of Regulations G, U or X of said Board of Governors.  PP&L 
is not engaged principally, or as one of its important activities, in the 
business of extending credit for the purpose of purchasing or carrying 
any such "margin stock."
 
 7.7  ERISA.  The issuance of the Notes hereunder will not 
cause PP&L to be engaged in a "prohibited transaction," as such term is 
defined in Section 4975 of the Internal Revenue Code and there have not 
been any "reportable events," as that term is defined in Section 4043 of 
the Employee Retirement Income Security Act of 1974, as amended, which 
would result in a material liability to PP&L.
 
 7.8  Consents.  No authorization, consent or approval from 
governmental bodies or regulatory authorities is required for the making 
and performance of this Agreement by PP&L and the execution and delivery 
of the Notes issued or proposed to be issued by PP&L hereunder, except 
such authorizations, consents and approvals (including the approval of 
the Pennsylvania Public Utility Commission pursuant to the Pennsylvania 
Public Utility Code) as have been obtained prior to the making of any 
Loans and are in full force and effect at the time of the making of each 
Loan.
 
 7.9  Subsidiaries.  The assets of all Subsidiaries of PP&L do 
not comprise in the aggregate more than 20% of the total consolidated 
assets of PP&L.
 
 7.10  Limitation Event.  No Limitation Event has occurred 
with respect to the business, operation or condition (financial or 
otherwise) of PP&L which materially and adversely affects the ability of 
PP&L to perform any of its obligations hereunder or under the Notes.
 
 	     SECTION 8.  Agent.
 
 8.1  Appointment.  The Banks hereby appoint Chemical Bank as 
Agent (such term to include Agent acting as Payments Administrator) to 
act as herein specified.  Each Bank hereby irrevocably authorizes, and 
each holder of any Note by the acceptance of a Note shall be deemed 
irrevocably to authorize, the Agent to take such action on its behalf 
under the provisions of this Agreement, the Notes and any other  
instruments, documents  and agreements referred to herein (such Notes and 
other instruments, documents and agreements being herein referred to as 
the "Loan Documents") and to exercise such powers hereunder and 
thereunder as are specifically delegated to the Agent by the terms hereof 
and thereof and such other powers as are reasonably incidental thereto.  
The Agent may perform any of its duties hereunder, or under the Loan 
Documents, by or through its agents or employees.
 
 8.2  Nature of Duties.  The duties of the Agent shall be 
mechanical and administrative in nature.  The Agent shall not have by 
reason of this Agreement a fiduciary relationship in respect of any Bank. 
 Nothing in this Agreement or any of the Loan Documents, expressed or 
implied, is intended to or shall be so construed as to impose upon the 
Agent any obligations in respect of this Agreement or any of the Loan 
Documents except as expressly set forth herein.  Each Bank shall make its 
own independent investigation of the financial condition and affairs of 
PP&L and its Subsidiaries in connection with the making and the 
continuance of the Loans hereunder and shall make its own appraisal of 
the creditworthiness of PP&L; and the Agent shall have no duty or re-
sponsibility, either initially or on a continuing basis, to provide any 
Bank with any credit or other information with respect thereto, whether 
coming into its possession before the making of the Loans or at any time 
or times thereafter.  The Agent may execute any of its duties under this 
Agreement or any other Loan Document by or through agents or attorneys-
in-fact and shall be entitled to advice of counsel concerning all matters 
pertaining to such duties.  The Agent shall not be responsible to any 
Bank for the negligence or misconduct of any agents or attorneys-in-fact 
selected by it with reasonable care except to the extent otherwise 
required by Section 8.3.
 
 8.3  Rights, Exculpation, Etc.  Neither the Agent nor any of 
its officers, directors, employees, agents, attorneys-in-fact or 
affiliates (including, without limitation, ABSC) shall be liable to any 
Bank for any action taken or omitted by it hereunder or under any of the 
Loan Documents, or in connection herewith or therewith, unless caused by 
its or their gross negligence or willful misconduct.  The Agent shall not 
be responsible to any Bank for any recitals, statements, representations 
or warranties herein or for the execution, effectiveness, genuineness, 
validity, enforceability, collectibility, or sufficiency of this 
Agreement or any of the Loan Documents or the financial condition of 
PP&L.  The Agent shall not be required to make any inquiry concerning 
either the performance or observance of any of the terms, provisions or 
conditions of this Agreement or any of the Loan Documents or the 
financial condition of PP&L, or the existence or possible existence of 
any Default or Event of Default.  The Agent may at any time request 
instructions from the Banks with respect to any actions or approvals 
which by the terms of this Agreement or any of the Loan Documents the 
Agent is permitted or required to take or to grant, and if such 
instructions are requested,  the Agent shall be absolutely entitled to 
refrain from taking any action or to withhold any approval and shall not 
be under any liability whatsoever to any Person for refraining from any 
action or withholding any approval under this Agreement or any of the 
Loan Documents until it shall have received such instructions from the 
Required Banks.  Without limiting the foregoing, no Bank shall have any 
right of action whatsoever against the Agent as a result of the Agent 
acting or refraining from acting hereunder or under any of the Loan 
Documents in accordance with the instructions of the Required Banks.
 
 8.4  Reliance.  The Agent shall be entitled to rely upon any 
written notice, statement, certificate, order or other document or any 
telephone message believed by it to be genuine and correct and to have 
been signed, sent or made by the proper Person, and, with respect to all 
legal matters pertaining to this Agreement or any of the Loan Documents 
and its duties hereunder or thereunder, upon advice of counsel selected 
by it.
 
 8.5  Indemnification.  To the extent that the Agent is not 
reimbursed and indemnified by PP&L, the Banks will reimburse and 
indemnify the Agent for and against any and all liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever which may be imposed on, 
incurred by, or asserted against the Agent, acting pursuant hereto, in 
any way relating to or arising out of this Agreement or any of the Loan 
Documents or any action taken or omitted by the Agent under this 
Agreement or any of the Loan Documents, in proportion to their respective 
Commitments hereunder; provided, however, that no Bank shall be liable 
for any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements 
resulting from the Agent's gross negligence or wilful misconduct.  The 
obligations of the Banks under this Section 8.5 shall survive the payment 
in full of the Notes and the termination of this Agreement.
 
 8.6  The Agent, Individually.  With respect to its Commitment 
hereunder, the Loans made by it and any Notes issued to or held by it, 
the Agent shall have and may exercise the same rights and powers 
hereunder and is subject to the same obligations and liabilities as and 
to the extent set forth herein for any other Bank or holder of a Note.  
The terms "Banks," "Required Banks" or "holders of Notes" or any similar 
terms shall, unless the context clearly otherwise indicates, include the 
Agent in its individual capacity as a Bank, one of the Required Banks or 
a noteholder.  The Agent may accept deposits from, lend money to, and 
generally engage in any kind of banking, trust or other business with 
PP&L as if it were not acting pursuant hereto.
 
 8.7  Holders of Notes.  The Agent may deem and treat the 
named payee or any subsequent holder, transferee, assignee or payee of 
which the Agent has received written notice) of any Note as the owner 
thereof for all purposes hereof unless and until a written notice of the 
assignment or transfer thereof shall have been received by the Agent.  
Any request, authority or consent of any Person, who at the time of 
making such request or of giving such authority or consent is the named 
payee (or any subsequent holder, transferee, assignee or payee of which 
the Agent has received written notice) of any Note, shall be conclusive 
and binding on any subsequent holder, transferee, assignee or payee of 
such Note or of any Note or Notes issued in exchange therefor.
 
 8.8  Resignation by the Agent.  The Agent may resign from the 
performance of all its functions and duties hereunder at any time by 
giving 15 Business Days' prior written notice to PP&L and the Banks.  
Such resignation shall take effect upon the expiration of such 15 
Business Day period or upon the earlier appointment of a successor.  Upon 
any such resignation, the Required Banks shall appoint a successor Agent 
who shall be satisfactory to PP&L and shall be an incorporated bank or 
trust company.  In the event no such successor shall have been so 
appointed, then any notification, demand or other communication required 
or permitted to be given by the Agent on behalf of the Banks to PP&L 
hereunder shall be sufficiently given if given by the Required Banks, and 
any notification, demand, other communication, document, statement, other 
paper or payment required to be made, given or furnished by PP&L to the 
Agent for distribution to the Banks shall be sufficiently made, given or 
furnished if made, given or furnished by PP&L directly to each Bank 
entitled thereto and, in the case of payments, in the amount to which 
each such Bank is entitled.  All powers specifically delegated to the 
Agent by the terms hereof may be exercised by the Required Banks.
 
 	     SECTION 9.  Miscellaneous.
 
	     9.1  Definitions.  As used herein the following terms shall 
have the meanings herein specified and shall include in the singular 
number the plural and in the plural number the singular:

	     "Affected Bank" shall have the meaning assigned that term in 
Section 2.5(c).

	     "Agent" shall mean Chemical Bank and shall include (i) any 
successor corporation thereto by merger, consolidation or otherwise and 
(ii) any successor to the Agent appointed pursuant to Section 8.8.

	     "Agreement" shall mean this Revolving Credit Agreement, as it 
may from time to time be amended, supplemented or otherwise modified.

	     "Applicable Eurodollar Margin" shall have the meaning assigned 
that term in the definition of "Applicable Rate".

	     "Applicable Facility Fee Percentage" shall have the meaning 
assigned that term in the definition of "Applicable Rate".

	     "Applicable Lending Office" shall mean, with respect to each 
Bank, (i) such Bank's Base Rate Lending Office in the case of a Base Rate 
Loan and (ii) such Bank's Eurodollar Lending Office in the case of a 
Eurodollar Rate Loan.

	     "Applicable Rate" shall mean and include the Applicable 
Facility Fee Percentage and Applicable Eurodollar Margin and at any time 
will be determined based on the highest Category set forth below in which 
PP&L's First Mortgage Bonds have been assigned ratings by both Moody's 
Investors Services, Inc. and Standard & Poor's Corporation which meet 
both of the applicable criteria set forth below (the highest category 
being Category A).

                                             Applicable              Applicable
                                            Facility Fee             Eurodollar
           Criteria                          Percentage               Margin

Category A:

A- or better and A3                             .125%                  .225%
or better

Category B:

BBB+ or better and                              .15%                   .25%
Baa1 or better

Category C:

BBB or better and                               .20%                   .30%
Baa2 or better

Category D:

BBB- or better and                              .25%                   .30%
Baa3 or better

Category E:

BB+ or below or                                 .375%                  .30%
Ba1 or below

	     "Bank" shall have the meaning assigned that term in the first 
paragraph in this Agreement.

	     "Bankruptcy Code" shall have the meaning assigned that term in 
Section 6.4.

	     "Base Rate" shall mean at any time, the highest of (i) the Prime 
Rate, (ii) the Floating CD Rate and (iii) 1/2 of 1% plus the Federal Funds 
Rate, each as in effect from time to time.

	     "Base Rate Lending Office" means, with respect to each Bank, the 
office of such Bank specified as its "Base Rate Lending Office" on the 
signature pages to the Agreement or such other office of such Bank as such 
Bank may from time to time specify as such to PP&L and the Payments 
Administrator.

	     "Base Rate Loan" shall mean any Loan during any period during 
which such Loan is bearing interest at the rates provided for in Section 2.1(a).

	     "Borrowing" shall mean the incurrence of one Type of Loan from 
all the Banks on a given date, all of which Eurodollar Loans shall have the 
same Interest Period, pursuant to Section 1.2; provided, however, that 
Loans of a different Type extended by one or more Banks pursuant to 
Section 2.5(b) shall be considered a part of the related Borrowing.

	     "Business Day" shall mean (i) for all purposes other than as 
covered by clause (ii) below, any day excluding Saturday, Sunday and any day 
on which banks in New York City are authorized by law or other governmental 
actions to close and (ii) with respect to all notices and determinations in 
connection with, and payments of principal and interest on, Eurodollar 
Loans, any day which is a Business Day described in clause (i) and which 
is also a day for trading by and between banks in U.S. dollar deposits in 
the London interbank Eurodollar market.

	     "Commitment", for each Bank, shall mean the amount specified 
opposite its name on Schedule I hereto, such Commitment to be reduced by the 
amount of any reduction thereto effected pursuant to Section 1.7 and/or 
Section 6.

	     "Default" shall mean any event, act or condition which with 
notice or lapse of time or both would constitute an Event of Default.

	     "Effective Date" shall mean the date when all of the following 
shall have been satisfied:

		(i)  Each of the Banks and PP&L shall have signed a counterpart 
hereof and shall have delivered such counterpart to the Agent;

	    (ii)  The securities certificate filed by PP&L with the 
Pennsylvania Public Utility Commission with respect to the 
transactions contemplated by this Agreement and the Notes shall have 
been duly registered pursuant to Section 1903 of the Pennsylvania 
Public Utility Code (66 Pa. C.S. Section 1903) and such registration 
shall be effective to authorize the consummation of the transactions 
contemplated by this Agreement and the Notes and shall be in full 
force and effect; and

	   (iii)  PP&L shall have terminated all commitments under the Prior 
Agreement and repaid in full all principal of and accrued interest 
on the notes under the Prior Agreement and any other unpaid 
obligations thereunder.

	     "Eligible Transferee" shall mean and include a commercial bank, 
financial institution or other "accredited investor" (as defined in SEC 
Regulation D).

	     "Eurodollar Lending Office" shall mean, with respect to each 
Bank, the office of such Bank specified as its "Eurodollar Lending Office" on 
the signature pages to the Agreement or such other office of such Bank as such 
Bank may from time to time specify as such to PP&L and the Payments 
Administrator.

	     "Eurodollar Loan" shall mean any loan during any period during 
which such Loan is bearing interest at the rates provided for in Section 2.1(b).

	     "Event of Default" shall mean each of the Events of Default 
specified in Section 6.

	     "Expiry Date" shall mean the date five years from the Effective 
Date.

	     "Facility Fee" shall have the meaning assigned that term in 
Section 1.6.

	     "Federal Funds Rate" shall mean for any period, a fluctuating 
interest rate equal for each day during such period to the weighted average of 
the rates on overnight Federal Funds transactions with members of the Federal 
Reserve System arranged by Federal Funds brokers, as published for such day 
(or, if such day is not a Business Day, for the next preceding Business 
Day) by the Federal Reserve Bank of New York, or, if such rate is not so 
published for any day which is a Business Day, the average of the 
quotations for such day on such transactions received by the Payments 
Administrator from three Federal Funds brokers of recognized standing 
selected by the Payments Administrator.

	     "Floating CD Rate" shall mean, for any day, the sum (rounded to 
the nearest 1/100 of 1%) of (A) the rate obtained by dividing (x) the Floating 
Certificate of Deposit Rate in effect for such day by (y) a percentage equal to 
100% minus the stated maximum rate of all reserve requirements as specified in 
Regulation D (including, without limitation, any marginal, emergency, 
supplemental, special or other reserves) that would be applicable on such day 
to a negotiable certificate of deposit in excess of $100,000 and with a 
maturity of three-months of any member bank of the Federal Reserve System, 
plus (B) the then daily net annual assessment payable by the Agent to the 
Federal Deposit Insurance Corporation for insuring such certificates of 
deposit plus (C) 3/8 of 1% per annum.

	     "Floating Certificate of Deposit Rate"  shall mean the most 
recent weekly average dealer offering rate for negotiable certificates of 
deposit with a three-month rate for negotiable certificates of deposit with a 
three-month maturity in the secondary market as published in the most recent 
Federal Reserve System publication entitled "Selected Interest Rates," 
published weekly on Form H.15 as of the date hereof or, if such publication 
or a substitute containing the foregoing rate information shall not be 
published by the Federal Reserve System for any week, the weekly average 
offering rate determined by the Payments Administrator on the basis of 
quotations for such certificates received by it from three certificate of 
deposit dealers in New York of recognized standing or, if such quotations 
are unavailable, then on the basis of other sources reasonably selected by 
the Payments Administrator.  The Floating Certificate of Deposit Rate shall 
change on the first Business Day of the week following the day when any 
such publication or determination takes place.

	     "Loan" shall have the meaning assigned that term in Section 1.1.

	     "Loan Documents" shall have the meaning assigned that term in 
Section 8.1.

	     "Note" shall have the meaning assigned that term in Section 1.4.

	     "Notice of Borrowing" shall have the meaning assigned that term 
in Section 1.2.

	     "Notice of Conversion" shall have the meaning assigned that term 
in Section 2.4(a).

	     "Payments Administrator" shall mean Chemical Bank and any 
successor thereto by merger, consolidation or otherwise, provided that if 
Chemical Bank shall cease to constitute the Agent hereunder, the successor 
Agent shall perform the functions of the Payments Administrator or appoint 
a successor Payments Administrator under this Agreement.

	     "Payment Office" shall mean the office of the Payments 
Administrator located at 277 Park Avenue, New York, New York 10017, or such 
other  office as the Payments Administrator may hereafter designate in writing 
as such to the other parties hereto.

	     "Persons" shall mean and include any individual, firm, 
corporation, association, trust or other enterprise or any governmental or 
political subdivision or agency, department or instrument thereof.

	     "PP&L" shall have the meaning assigned that term in the first 
paragraph of this Agreement.

	     "Prime Rate" shall mean the rate which Chemical Bank announces 
from time to time as its prime lending rate, such Prime Rate to change when and 
as such prime lending rate changes.  The Prime Rate is a reference rate and 
does not necessarily represent the lowest or best rate actually charged to 
any customer.  Chemical Bank may make commercial loans or other loans at 
rates of interest at, above or below the Prime Rate.

	     "Prior Agreement" shall mean the Revolving Credit Agreement dated 
as of July 1, 1985 (as amended through the Effective Date) among PP&L, the 
Bankers Trust Company and certain of the Banks.

	     "Quoted Rate" shall mean the weighted-average (rounded upwards to 
the nearest 1/100 of 1%) of the offered Quotation to first class banks in the 
interbank Eurodollar market by each Reference Bank for U.S. dollar deposits of 
amounts in immediately available funds comparable to the principal amount of 
the Eurodollar Loan of such Reference Bank for which such Quoted Rate is being 
determined with maturities comparable to the Interest Period for which such 
Quoted Rate is to be applicable, as soon as practicable after 10:00 A.M. (New 
York time) 2 Business Days prior to the commencement of such Interest Period, 
without any addition to such offered quotation to give effect to the reserve 
requirements established for Eurodollar transactions by Regulation D.  Each 
Reference Bank shall use its best efforts to furnish rates to the Payments 
Administrator as contemplated hereby.  If any one of the Reference Banks shall 
be unable or otherwise fail to supply such rates to the Payments Administrator 
upon its request, the applicable rate shall be determined on the basis of the 
rates submitted by the remaining two Reference Banks.  If more than one 
Reference Bank shall be unable or otherwise fail to supply such rates, there 
shall be no applicable rate.

	     "Reference Banks" shall mean and include Chemical Bank, The Chase 
Manhattan Bank, N.A. and J.P. Morgan Delaware.

	     "Register" shall have the meaning provided in 1.4(b).

	     "Regulation D" shall mean Regulation D of the Board of Governors 
of the Federal Reserve System as from time to time in effect or any successor 
to all or a portion thereof establishing reserve requirements.

	     "Required Banks" shall mean the holders of Notes the outstanding 
principal amount of which aggregate (or if no Loans are outstanding, Banks with 
Commitments aggregating) at least the majority of the aggregate outstanding 
principal amount of all Notes (or of the Total Commitment).

	     "SEC" shall have the meaning assigned that term in 
Section 5.1(c).

	     "SEC Regulation D" shall mean Regulation D as promulgated under 
the Securities Act of 1933, as amended, as the same may be in effect from time 
to time."

	     "Subsidiary" shall mean any company in which PP&L and its 
Subsidiaries now have or may hereafter acquire an aggregate of at least 50% of 
the voting stock.

	     "Taxes" shall have the meaning assigned that term in Section 3.4.

	     "Total Commitment" shall mean the aggregate of all the 
Commitments of all the Banks.

	     "Type" shall mean any type of Loan, i.e., whether a Loan is a 
Base Rate Loan or a Eurodollar Loan.

	     "Unaffected Bank" shall have the meaning assigned that term in 
Section 2.5(c).

	     "written" or "in writing" shall mean any form of written 
communication or a communication by means of telex, telecopier device, 
telegraph or cable.

	9.2  Accounting Principles.  All statements to be prepared and 
determinations to be made under this Agreement, including (without 
limitation) those pursuant to Section 5, shall be prepared and made in 
accordance with generally accepted accounting principles applied on a basis 
consistent with the accounting principles reflected in the audited financial 
statements of PP&L for the fiscal year ended December 31, 1993 referred to 
in Section 7.4, except for changes in accounting principles consistent with 
generally accepted accounting principles and practices.
 
	9.3  Exercise of Rights.  Neither the failure nor  delay on the part 
of any of the Banks or any holder of a Note to exercise any right, power or 
privilege under this Agreement shall operate as a waiver thereof, nor shall 
any single or partial exercise of any right, power or privilege under this 
Agreement preclude any other or further exercise thereof, or the exercise of 
any other right, power or privilege.  The rights and remedies herein 
expressly provided are cumulative and not exclusive of any rights or 
remedies which the Banks and the holders of the Notes would otherwise have. 
 No notice to or demand on PP&L in any case shall entitle PP&L to any other 
or further notice or demand in similar or other circumstances or constitute 
a waiver of the right of the Banks and the holders of the Notes to any other 
or further action in any circumstances without notice or demand.
 
	9.4  Amendment and Waiver.  Neither this Agreement nor any other Loan 
Document nor any terms hereof or thereof may be changed, waived, discharged 
or terminated unless such change, waiver, discharge or termination is in 
writing signed by PP&L and the Required Banks, provided that no such change, 
waiver, discharge or termination shall, without the consent of each Bank 
directly affected thereby, (i) extend the final scheduled maturity of any 
Loan or Note, or reduce the rate or extend the time of payment of interest 
or Facility Fees thereon (except in connection with a waiver of the 
applicability of any post-default increase in interest rates), or reduce the 
principal amount thereof (except to the extent repaid in cash), (ii) amend, 
modify or waive any provision of this Section 9.4, (iii) reduce the per-
centage specified in the definition of Required Banks or (iv) consent to the 
assignment or transfer by PP&L of any of its rights and obligations under 
this Agreement; provided further, that no such change, waiver, discharge or 
termination shall (x) increase the Commitments of any Bank over the amount 
thereof then in effect without the consent of such Bank (it being understood 
that waivers or modifications of conditions precedent, covenants, Defaults 
or Events of Default shall not constitute an increase of the Commitment of 
any Bank) or (y) without the consent of the Agent, amend, modify or waive 
any provision of Section 9 as same applies to such Agent or any other 
provision as same relates to the rights or obligations of such Agent.
 
	9.5  Expenses.  (a)  PP&L agrees to pay all reasonable out-of-pocket 
expenses (i) of the Agent incurred in connection with the preparation, 
execution, delivery, enforcement and administration (exclusive of any 
internal overhead expenses) of this Agreement and any and all agreements 
supplementary hereto and the Notes and the making and repayment of the Loans 
and the payment of interest, including, without limitation, the reasonable 
fees and expenses of White & Case, special counsel for the Agent and (ii) of 
each Bank incurred in connection with the enforcement of this Agreement and 
the Notes, including, without limitation, the reasonable fees and expenses 
of any counsel for any of the Banks with respect to such enforcement.

	     (b)  PP&L further agrees to pay, and to save the Agent and the 
Banks harmless from all liability for, any stamp or other documentary taxes 
which may be payable in connection with PP&L's execution or delivery of this 
Agreement, its borrowings hereunder, or its issuance of the Notes or of any 
other instruments or documents provided for herein or delivered or to be 
delivered by it hereunder or in connection herewith.

	     (c)  All obligations provided for in this Section 9.5 shall 
survive any termination of this Agreement.

	9.6  Successors and Assigns.  (a)  This Agreement shall be binding 
upon and inure to the benefit of and be enforceable by the respective 
successors and assigns of the parties hereto, provided that PP&L may not 
assign or transfer any of its interests hereunder, except to the extent any 
such assignment results from the consummation of a transaction permitted 
under Section 5.2, without the prior written consent of the Banks and 
provided further that the rights of each Bank to transfer, assign or grant 
participations in its rights and/or obligations hereunder shall be limited 
as set forth below in this Section 9.6, provided that nothing in this 
Section 9.6 shall prevent or prohibit any Bank from pledging its rights 
under this Agreement and/or its Loans and/or Note hereunder to a Federal 
Reserve Bank in support of borrowings made by such Bank from such Federal 
Reserve Bank.

	     (b)  Each Bank shall have the right to transfer, assign or 
grant participations in all or any part of its remaining rights and 
obligations hereunder on the basis set forth below in this clause 
(b).

	          (A)  Assignments.  Each Bank may assign all or a portion 
of its rights and obligations hereunder pursuant to this 
clause (b)(A) to (x) one or more Banks or any affiliates of 
any Bank or (y) one or more other Eligible Transferees, 
provided that (i) any such assignment pursuant to clause (y) 
above shall be in the aggregate amount of at least $5,000,000, 
(ii) after giving effect to any such assignment pursuant to 
clause (x) or (y) above, no Bank shall have a Commitment of 
less than $5,000,000 unless such Bank's Commitment is reduced 
to zero pursuant to such assignment and (iii) any assignment 
pursuant to clause (y) shall require the consent of PP&L, 
which consent shall not be unreasonably withheld, and provided 
further, that, so long as no Loans, together with interest 
thereon, shall be outstanding and no Default or Event of 
Default shall have occurred and then be continuing, PP&L may 
at its option terminate the portion of such assigning Bank's 
Commitment proposed to be assigned pursuant to clause (y) 
above in lieu of consenting to such assignment, and the Total 
Commitment shall be reduced in the amount of such termination. 
Assignments or terminations of all or any portion of any 
Bank's Commitment pursuant to this clause (b)(A) will only be 
effective if the Payments Administrator shall have received a 
written notice from the assigning Bank and the assignee, or, 
in the case of a termination, PP&L, and, in the case of an 
assignment, payment of a nonrefundable assignment fee of 
$2,500 to the Payments Administrator by either the assigning 
Bank or the assignee. No later than five Business Days after 
its receipt of such written notice of assignment or 
termination, the Payments Administrator will record such 
assignment or termination, and the resultant effects thereof 
on the Commitment of the assigning or terminating Bank and, in 
the case of an assignment, the assignee, in the Register, at 
which time such assignment or termination shall become 
effective, provided that the Payments Administrator shall not 
be required to, and shall not, so record any assignment or 
termination in the Register on or after the date on which any 
proposed amendment, modification or supplement in respect of 
this Agreement has been circulated to the Banks for approval  
until  the  earlier of (x) the effectiveness of such amend-
ment, modification or supplement in accordance with 
Section 9.4 or (y) 30 days following the date on which such 
proposed amendment, modification  or  supplement was 
circulated to the Banks. Upon the effectiveness of any 
assignment or termination pursuant to this clause (b)(A), (x) 
the assignee, in the case of an assignment, will become a 
"Bank" for all purposes of this Agreement and the other Loan 
Documents with a Commitment as so recorded by the Payments 
Administrator in the Register, and to the extent of such 
assignment or termination, the assigning or terminating Bank 
shall be relieved of its obligations hereunder with respect to 
the portion of its Commitment being assigned or terminated and 
(y) in the case of an assignment, the Borrower shall issue new 
Notes (in exchange for the Note of the assigning Bank) to the 
assigning Bank (to the extent such Bank's Commitment is not 
reduced to zero as a result of such assignment) and to the 
assignee Bank, in each case to the extent requested by the 
assigning Bank or assignee Bank, as the case may be, in 
conformity with the requirements of Section 1.4 to the extent 
needed to reflect the revised Commitments of such Banks. The 
Payments Administrator will prepare on the last Business Day 
of each calendar quarter during which an assignment or 
termination has become effective pursuant to this clause 
(b)(A) a new Schedule I giving effect to all such assignments 
and terminations effected during such quarter and will 
promptly provide same to PP&L and each of the Banks.

	          (B)  Participations.  Each Bank may transfer, grant or 
assign participations in all or any part of such Bank's 
interests and obligations hereunder pursuant to this clause 
(b)(B) to any Eligible Transferee, provided that (i) such Bank 
shall remain a "Bank" for all purposes of this Agreement and 
the transferee of such participation shall not constitute a 
Bank hereunder and (ii) no participant under any such 
participation shall have any rights under the Agreement or any 
Note or other Loan Document or any rights to approve any 
amendment to or waiver of this Agreement or any other Loan 
Document except to the extent such amendment or waiver would 
(x) extend the final scheduled maturity of any of the Loans or 
the Commitment in which such participant is participating or 
(y) reduce the interest rate (other than as a result of 
waiving the applicability of any post-default increases in 
interest rates) or Facility Fee or other fees applicable to 
any of the Loans or Commitments in which such participant is 
participating or postpone the payment of any thereof. In the 
case of any such participation, the participant shall not have 
any rights under this Agreement or any of the other Loan 
Documents (the participant's rights against the granting Bank 
in respect of such participation to be those set forth in the 
agreement with such Bank creating such participation) and all 
amounts payable by PP&L hereunder shall be determined as if 
such Bank had not sold such participation, provided that such 
participant shall be entitled to receive additional amounts 
under Sections 1.8 and 2.5 on the same basis as if it were a 
Bank but in no case shall be entitled to any amount greater 
than would have been payable had the Bank not sold such 
participations.

	          (c)  Each Bank hereby represents, and each Person that 
becomes a Bank pursuant to an assignment permitted by the preceding 
clause (b)(A) will upon its becoming party to this Agreement 
represent, that it is an Eligible Transferee which makes loans in 
the ordinary course of its business and that it will make or acquire 
Loans for its own account in the ordinary course of such business, 
provided that, subject to the preceding clauses (a) and (b), the 
disposition of any promissory notes or other evidences of or 
interests in Loans held by such Bank shall at all times be within 
its exclusive control.

9.7  Notices, Requests, Demands.  All notices, requests, demands or other 
communications to or upon the respective parties hereto shall be deemed to 
have been given or made (i) in the case of notice by mail, when actually 
received, (ii) in the case of telex or telegraphic notice, when delivered to 
the telex or telegraph company and (iii) in the case of telex or telecopier 
notice sent over a telex or a telecopier machine owned or operated by a 
party hereto,  when sent, in each case addressed to PP&L, the Agent or the 
respective Bank, as the case may be, at their respective addresses shown 
below their signatures hereto or at such other address as such party may 
hereafter specify in writing to the others.  No other method of giving 
notice is hereby precluded.
 
      9.8  Survival of Representations and Warranties.  All representations and 
warranties contained herein or otherwise made in writing by PP&L in connection 
herewith shall survive the execution and delivery of this Agreement and the 
Notes.
 
      9.9  Governing Law.  This Agreement and the rights and obligations of the 
parties under this Agreement and under the Notes shall be governed by and 
construed and interpreted in accordance with the laws of the State of New York.
 
      9.10  Counterparts.  This Agreement may be executed in any number of 
copies, and by the different parties hereto on the same or separate 
counterparts, each of which shall be deemed to be an original instrument.  
Complete counterparts of this Agreement shall be lodged with PP&L and the Agent.
 
      9.11  Effectiveness.  This Agreement shall become effective on the 
Effective Date.
 
      9.12  Transfer of Office.  (a)  Each Bank may transfer and carry its 
Loans at, to or for the account of any branch office, subsidiary or 
affiliate of such Bank; provided that such Bank shall continue to bear all 
of its obligations under this Agreement; and provided further that PP&L 
shall not be responsible for costs arising under Section 1.8, 2.5 or 3.4 
resulting from any such transfer to the extent not otherwise applicable to 
such Bank prior to such transfer.

	     (b)  Upon a Bank becoming aware of any event which will entitle 
it to any additional amount pursuant to Section 2.5(a) or Section 3.4, such 
Bank shall take all reasonable steps (including but not limited to making, 
maintaining or funding the affected Loan through another office of such Bank) 
to avoid or reduce the additional amount payable by PP&L; provided that, 
such steps will not result in any additional costs, liabilities or expenses 
(not reimbursable by PP&L) to such Bank and are not otherwise inconsistent 
with the interests of such Bank determined in good faith.

9.13  Proration of Payments.  The Banks agree among themselves that, with 
respect to all amounts received by them which are applicable to the payment 
of principal of or interest on the Notes, equitable adjustment will be made 
so that, in effect, all such amounts will be shared ratably among the Banks 
on the basis of the amounts then owed each of them in respect of such 
obligation, whether received by voluntary payment, by realization upon 
security, by the exercise of any right of set-off or bankers' lien, by 
counterclaim or cross action, under or pursuant to this Agreement, the Notes 
or otherwise.  Each of the Banks agrees that if it should receive any 
payment on its Notes of a sum  or sums in excess of its pro rata portion, 
then the Bank receiving such excess payment shall purchase for cash from the 
other Banks an interest in the Notes of such Banks in such amount as shall 
result in a ratable participation by each of the Banks in the aggregate 
unpaid amount of all outstanding Notes then held by all of the Banks.  If 
all or any portion of such excess payment is thereafter recovered from such 
Bank, such purchase shall be rescinded and the purchase price restored to 
the extent of such recovery, but without interest.  PP&L agrees that any 
Bank so purchasing a participation from another Bank pursuant to this 
Section 9.13 may exercise all its rights of payment with respect to such 
participation as fully as if such Bank were the direct creditor of PP&L in 
the amount of such participation.
 
      9.14  Headings Descriptive.  The headings of the various provisions of 
this Agreement are inserted for convenience of reference only and shall not 
be deemed to affect the meaning or construction of any of the provisions 
hereof.
 
9.15  Termination of Commitments Under Prior Agreements.  The parties hereto 
agree that, on the Effective Date, the commitments (as defined therein) of 
the Banks under the Prior Agreement shall terminate.

	     IN WITNESS WHEREOF, each of the parties hereto has caused a 
counterpart of this Agreement to be duly executed and delivered as of the date 
first above written.

                                    PENNSYLVANIA POWER & LIGHT
                                      COMPANY

                                        /s/
                                    By ________________________
                                    Title:  

                                    CHEMICAL BANK,
                                    Individually and as Agent

                                        /s/
                                    By ________________________
                                    Title:

                                    THE FIRST NATIONAL BANK OF
                                      CHICAGO

                                        /s/
                                    By ________________________
                                    Title:

                                    THE BANK OF NEW YORK

                                        /s/
                                    By ________________________
                                    Title:

                                    THE CHASE MANHATTAN BANK, N.A.

                                         /s/
                                    By _________________________
                                      Title:

                                    MELLON BANK, N.A.

                                        /s/
                                    By ________________________
                                      Title:

                                    J.P. MORGAN DELAWARE

                                        /s/
                                    By ________________________
                                       Title:

                                    CITIBANK, N.A.

                                        /s/
                                    By _______________________
                                      Title:

Name of Bank and Address                            Eurodollar Lending
for Notices               Base Rate Lending Office  Office            

CHEMICAL BANK
270 Park Avenue
New York, NY 10017
Att: Lynette Lang
Fax: (212) 270-2274     Same as Name of Bank     Same as Name of Bank

THE FIRST NATIONAL BANK OF 
CHICAGO
One First National Plaza
    Suite 0634
Large Corporate Customer
      Service
Chicago, IL 60670
Att: Peggy Corcoran
Fax: (312) 732-3055      Same as Name of Bank    Same as Name of Bank

THE BANK OF NEW YORK      101 Barclay Street      101 Barclay Street
One Wall Street           New York, NY   10286    New York, NY   10286
19th Floor                Att: Commercial Loan    Att: 
Eurodollar/Cayman
New York, NY 10286             Servicing Department    Funding Area
Att: Nathan S. Howard     GLA# 111 556                 GLA# 111 556
Fax: (212) 635-7923

THE CHASE MANHATTAN BANK,
    N.A.
One Chase Manhattan Plaza
  New York, NY 10081
Att: Richard Cortright
Fax: (212) 552-6276      Same as Name of Bank    Same as Name of Bank

MELLON BANK, N.A.
153-2305 P.O. Box 656
Pittsburgh, PA 15230
Att: Tracey Stevens,
Lending and Loan
  Administration
Fax: (412) 234-5049        Same as Name of Bank        Same as Name 
of Bank

J.P. MORGAN DELAWARE        J.P. Morgan Services        Same as Base 
Rate
902 Market Street           500 Stanton-Christiana      Lending Office
Wilmington, DE 19801           Road
Att: Philip S. Detjens       Newark, DE  19713-2107
Fax: (302) 651-3726          Att:  Loan Department

CITIBANK N.A.
One Court Square
7th Floor
Long Island City, NY 11120
Att: Doreen Johnson
Fax: (718) 248-4844/5       Same as Name of Bank         Same as Name 
of Bank

                                                            SCHEDULE I

CHEMICAL BANK                                             $ 50,000,000

THE FIRST NATIONAL BANK OF CHICAGO                          35,000,000

THE BANK OF NEW YORK                                        35,000,000

THE CHASE MANHATTAN BANK, N.A.                              35,000,000

MELLON BANK, N.A.                                           30,000,000

J. P. MORGAN DELAWARE                                       35,000,000

CITIBANK, N.A.                                                30,000,000

                                        Total Commitment     $250,000,000

                                                                EXHIBIT A

                           NOTE

U.S. $__________                                       New York, New York
                                                       ____________, 19__

	     PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation 
("PP&L"), FOR VALUE RECEIVED, hereby promises to pay to the order of 
___________________ (the "Payee"), in lawful money of the United States 
of America (in freely transferable  U.S. dollars and in immediately 
available funds), at the Payment Office (as defined in the Agreement 
referred to below), on the Expiry Date (as defined in the Agreement) the 
principal sum of ____________________ Dollars, or, if less, the aggregate 
unpaid principal amount of the Loans (as defined in the Agreement) made 
by the Payee to PP&L pursuant to the Agreement.

	     PP&L promises also to pay interest on the unpaid principal 
amount hereof in like money at said office from the date hereof until 
paid at the rates per annum which shall be determined in accordance with 
the provisions of Section 2 of the Revolving Credit Agreement dated as of 
August 30, 1994 (as from time to time in effect, the "Agreement"), among 
PP&L, the Payee and the other banks party thereto and Chemical Bank, as 
Agent, said interest to be payable at the times provided for in the 
Agreement.

	     This Note is one of the Notes referred to in the Agreement and 
is entitled to the benefits thereof.  To the extent provided in the 
Agreement, this Note is subject to prepayment, in whole or in part.  In 
case an Event of Default (as defined in the Agreement) shall occur and be 
continuing, the principal of and accrued interest on this Note may be 
declared to be due and payable in the manner and with the effect provided 
in the Agreement.

	     PP&L hereby waives presentment, demand, protest or notice of 
any kind in connection with this Note.

                                                             EXHIBIT A
                                                                Page 2

	     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE 
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                      PENNSYLVANIA POWER & LIGHT
                                        COMPANY

                                      By__________________________
                                        Title:

                                                              EXHIBIT B

                          OPINION OF COUNSEL FOR PP&L

	     The opinion of Counsel for PP&L, referred to in Section 4.1(b) 
of the Agreement shall be to the effect that (terms used herein shall 
have the meanings specified therefor in the Agreement):

	     1.  PP&L is duly incorporated, validly existing and in good 
standing under the laws of the Commonwealth of Pennsylvania, and has the 
corporate power to make and perform the Agreement and the Notes and to 
borrow under the Agreement.

	     2.  The making and performance by PP&L of the Agreement, and 
the Notes to be executed and delivered by it as contemplated by the 
Agreement, have been duly authorized by all necessary corporate action 
and do not and will not violate any provision of law or regulation, or 
any decree, order, writ or judgment, or any provision of its charter or 
by-laws, or result in the breach of or constitute a default under any 
indenture or other agreement or instrument known to such counsel to which 
PP&L is a party.

	     3.  The Agreement constitutes and, when delivered, the Notes 
will constitute legal, valid and binding obligations of PP&L enforceable 
in accordance with their respective terms except to the extent limited by 
bankruptcy, insolvency or reorganization laws or by other laws relating 
to or affecting the enforceability of creditors' rights generally and by 
general equitable principles which may limit the right to obtain 
equitable remedies.

	     4.  Except as disclosed in or contemplated by PP&L's Form  10-
K Report to the Securities and Exchange Commission for the year 199_ 
[insert the year of the latest Form 10-K Report provided pursuant to 
Section5.1(c)], no litigation, arbitration or administrative proceeding 
is pending or, to the knowledge of such counsel, threatened, which, if 
determined adversely to PP&L, would materially and adversely affect the 
ability of PP&L to perform any of its obligations under the Agreement or 
the Notes.  There is no litigation, arbitration or administrative 
proceeding pending or, to the knowledge of such counsel, threatened which 
questions the validity of the Agreement or the Notes.

	     5.  PP&L is not engaged principally, or as one of its 
important activities, in the business of extending credit for the purpose 
of purchasing or carrying any "margin stock" within the meaning of 
Regulation U of the Board of Governors of the Federal Reserve System.

	     6.  The issuance of the Notes under the Agreement will not 
cause PP&L to be engaged in a "prohibited transaction," as such term is 
defined in Section 4975 of the Internal Revenue Code and there have not 
been any "reportable events," as that term is defined in Section 4043 of 
the Employee Retirement Income Security Act of 1974, as amended, which 
would result in a material liability to PP&L.

	     7.  No authorization, consent or approval from governmental 
bodies or regulatory authorities is required for the making and 
performance of the Agreement by PP&L and the execution and delivery of 
the Notes issued or proposed to be issued by PP&L thereunder, except such 
authorizations, consents and approvals (including the approval of the 
Pennsylvania Public Utility Commission pursuant to the Pennsylvania 
Public Utility Code) as have been obtained prior to the making of any 
Loans and are in full force and effect. 

Basic Info X:

Name: REVOLVING CREDIT AGREEMENT
Type: Credit Agreement
Date: Feb. 27, 1995
Company: PPL ELECTRIC UTILITIES CORP
State: Pennsylvania

Other info:

Date:

  • March
  • September
  • last Business Day
  • last day of the
  • Saturday
  • Sunday
  • July 1 , 1985
  • December 31 , 1993
  • August 30 , 1994

Organization:

  • PENNSYLVANIA POWER & LIGHT COMPANY
  • Terms of Loans
  • Payments Administrator to PP & L
  • Determination of Rate of Borrowing
  • Interest Payment Dates
  • Notice of Borrowing or Notice of Conversion
  • Borrowing of Eurodollar Loans
  • Applicable Eurodollar Margin
  • Affected Bank 's Commitment
  • Place of Payment
  • Note of PP & L
  • Opinion of Counsel for PP & L
  • Deloitte & Touche
  • Nature of Duties
  • Loan Documents the Agent
  • Bank 's Base Rate Lending Office
  • Eurodollar Lending Office
  • First Mortgage Bonds
  • Moody 's Investors Services , Inc.
  • Standard & Poor 's Corporation
  • Applicable Applicable Facility Fee Eurodollar Criteria Percentage Margin Category
  • Federal Funds Rate
  • Pennsylvania Public Utility Code 66 Pa. C.S
  • Federal Reserve Bank of New York
  • Federal Deposit Insurance Corporation
  • Floating Certificate of Deposit Rate
  • Bankers Trust Company
  • Regulation D. Each Reference Bank
  • Chase Manhattan Bank
  • White & Case
  • Event of Default
  • Transfer of Office
  • Termination of Commitments Under Prior Agreements
  • Address Eurodollar Lending for Notices Base Rate Lending Office Office
  • Name of Bank Same as Name of Bank THE FIRST NATIONAL BANK OF CHICAGO One First National Plaza Suite 0634 Large Corporate Customer Service Chicago
  • Name of Bank Same as Name of Bank MELLON BANK
  • Name of Bank Same as Name of Bank J.P. MORGAN DELAWARE J.P. Morgan Services Same
  • Court Square 7th Floor
  • Revolving Credit Agreement
  • Commonwealth of Pennsylvania
  • Securities and Exchange Commission
  • Board of Governors of the Federal Reserve System
  • Pennsylvania Public Utility Commission

Location:

  • 2:00 P.M.
  • 3:00 P.M.
  • Etc
  • Exculpation
  • New York City
  • London
  • Park Avenue
  • MANHATTAN BANK
  • Pittsburgh
  • Wilmington
  • Long Island City
  • CHICAGO
  • United States of America
  • U.S.
  • Pennsylvania

Money:

  • $ 500,000
  • $ 20,000,000
  • $ 10,000,000
  • $ 100,000
  • $ 5,000,000
  • $ 2,500
  • $ 50,000,000
  • $ 250,000,000

Person:

  • Lynette Lang
  • Peggy Corcoran
  • Nathan S. Howard GLA
  • Richard Cortright
  • Tracey Stevens
  • Philip S. Detjens Newark
  • Doreen Johnson
  • J. P. MORGAN

Time:

  • 1:00 P.M.

Percent:

  • .125 % .225 %
  • .15 % .25 %
  • .20 % .30 %
  • .25 % .30 %
  • .375 % .30 %
  • 100 %
  • 1 %
  • 50 %