AMENDMENT NO. 9
TO
PENNSYLVANIA POWER & LIGHT COMPANY
EXECUTIVE RETIREMENT SECURITY PLAN
WHEREAS, Pennsylvania Power & Light Company ("Company") has
adopted the Pennsylvania Power & Light Company Executive
Retirement Security Plan ("Plan") effective January 1, 1987; and
WHEREAS, the Plan was amended by Amendment Nos. 1, 2, 3, 4,
5, 6, 7 and 8; and
WHEREAS, the Plan currently provides for the payment of
certain benefits in the event of a Change in Control, and
WHEREAS, the Company currently contemplates the creation of
holding company and desires that such act does not constitute a
Change in Control as such event does not fall within the scope of
the type of change of control contemplated by the Company when it
adopted the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1995, the following sections of
Article II are amended to read:
2.3(B) Notwithstanding the provisions of Section 2.3(A) above to
the contrary, the definition of Change in Control shall
not include any restructuring of the Company, but only if
such restructuring satisfies the following criteria: (a)
the Company and Resources engage in a share exchange in
which all of the outstanding common stock of the Company
is exchanged on a share-for-share basis for the common
stock of Resources such that PP&L becomes a subsidiary of
Resources with Resources owning all of the common stock of
PP&L and (b) such share exchange occurs between January 1,
1995 and December 31, 1995.
2.9 "PP&L" shall mean the Company.
2.12 "Resources" shall mean PP&L Resources, Inc.
II. Effective as of the "Effective Time" as defined in the
Agreement and Plan of Exchange between Pennsylvania Power
& Light Company and PP&L Resources, Inc., the following
sections of Articles I, II and X are amended to read:
1.1 The purpose of this Plan is to provide additional
retirement income security so that the total retirement
income of senior management of the Company intended to be
paid is not reduced as a result of a change in ownership
of Resources. It is also intended to assure that these
individuals will be able to assess any proposal or other
issue affecting the shareowners of Resources in a manner
which is in the best interest of these shareowners.
2.2 "Board" means the Board of Directors of Resources.
2.3(A) "Change in Control" means any one of the following events:
(a) any change in control of Resources of a nature that
would be required to be reported in response to Item 1(a)
of Form 8-K under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); (b) during any period of two
consecutive years, individuals who at the beginning of
such period constitute the Board cease for any reason to
constitute at least a majority thereof unless the
election, or the nomination for election, of each new
director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at
the beginning of such period; (c) any person (within the
meaning of Section 13(d) of the Exchange Act) becomes the
beneficial owner, directly or indirectly, of securities of
Resources representing 20% or more of the combined voting
power of Resources' then outstanding securities entitled
to vote generally in the election of directors; (d) the
approval by the stockholders of Resources of any merger
or consolidation of Resources with any other corporation
or the sale or other disposition of all or substantially
all of the assets of Resources to any other person or
persons unless, after giving effect thereto, (1) holders
of Resources' then outstanding securities entitled to vote
generally in the election of directors will own a majority
of the outstanding stock entitled to vote generally in the
election of directors of the continuing, surviving or
transferee corporation or any parent (within the meaning
of Rule 12b-2 under the Exchange Act) thereof and (2) the
incumbent members of the Board as constituted immediately
prior thereto shall constitute at least a majority of the
directors of the continuing, surviving or transferee
corporation and any parent thereof; or (e) the Board
adopts a resolution to the effect that a "Change in
Control" has occurred or is anticipated to occur.
2.6 "EBPB" means the Employee Benefit Plan Board, the members
of which are appointed by the Board of Directors of the
Company.
2.16 "Supplemental Final Average Earnings" means twelve times
the monthly average of a Participant's Cash Compensation
(as defined by the Officers Deferred Compensation Plan)
for the 12 full consecutive months in the final 60 (or
fewer) full consecutive months of employment with the
Company which yield the highest average. For this
purpose, non-consecutive months interrupted by periods in
which the Participant receives no Cash Compensation shall
be treated as consecutive. If a Participant does not have
12 full consecutive months of employment with the Company,
his Supplemental Final Average Earnings shall be the total
of the Cash Compensation earned for the number of months
of employment. The amount of Cash Compensation for each
month shall be increased by the value of (1) any Awards
(including any dividends distributed on Restricted Stock
during the Restriction Period) granted to Participant
under the Incentive Compensation Plan attributable to such
month, and (2) any cash grants awarded to Participant
pursuant to the executive incentive awards program
initially approved by the PP&L Board of Directors on
October 25, 1989. For the purpose of determining the
amount by which Cash Compensation is increased, the EBPB
will determine (a) the value of any Award under the
Incentive Compensation Plan as of the Award's Date of
Grant (as defined by the Incentive Compensation Plan) and
prorate such value over the 12 consecutive month period
that begins on the Date of Grant of the Award; (b) the
amount of any dividends distributed on Restricted Stock
during the Restriction Period and prorate such amount over
the period for which such dividends are paid; and (c) the
amount of any cash grant awarded under the executive
incentive awards program and prorate such amount over the
12 consecutive month period that begins on the date of
distribution of the grant.
10.1 The PP&L Board may, in its discretion, terminate or amend
this Plan from time to time. In addition, the EBPB may
make such amendments to the Plan as it deems necessary or
desirable except those amendments which substantially
increase the cost of the Plan to the Company or
significantly alter the benefit design or eligibility
requirements of the Plan. No termination or amendment
shall (without Participant's consent) alter Participant's
right to monthly payments which have commenced prior to
the effective date of such termination or amendment. The
Board specifically reserves the right to terminate or
amend this Plan to eliminate the right of any person to
receive payment hereunder prior to the Change in Control.
After the Change in Control, the Board shall not have the
right to terminate or amend this Plan with respect to
Participants. Notwithstanding the foregoing, if the
Company is liquidated, the EBPB shall have the right to
determine any amounts payable to a Participant and to
cause the amount so determined to be paid in one or more
installments or upon such other terms and conditions and
at such other time as the EBPB determines to be just and
equitable.
III. Except as provided for in this Amendment No. 9, all other
provisions of the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment No. 9 is executed this
_____ day of October, 1994.
PENNSYLVANIA POWER & LIGHT COMPANY
/s/ John M. Chappelear
By:_______________________________
John M. Chappelear
Vice President-Investments &
Pensions