AMENDMENT NO. 12
TO
PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, Pennsylvania Power & Light Company ("Company") has
adopted the Pennsylvania Power & Light Company Employee Stock
Ownership Plan ("Plan") effective January 1, 1975; and
WHEREAS, the Plan was amended and restated effective Janu-
ary 1, 1987, and subsequently amended by Amendment Nos. 1, 2, 3,
4, 5, 6, 7, 8, 9, 10 and 11; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1994, the following sections of Arti-
cles X are amended to read:
10.1 Amendment. It is the intention of the Company that
this Plan will be permanent. However, the Company reserves the
power to amend or terminate the Plan and the Trust Agreement at
any time by or pursuant to action of its Board of Directors. In
addition, the EBPB may make such amendments to the Plan as it
deems necessary or desirable except those amendments which sub-
stantially increase the cost of the Plan to the Company or sig-
nificantly alter the benefit design or eligibility requirements
of the Plan. Except as expressly provided elsewhere in the Plan,
prior to the satisfaction of all liabilities with respect to the
benefits provided under this Plan, no such amendment or termina-
tion shall cause any part of the monies contributed hereunder to
revert to the Company or to be diverted to any purpose other than
for the exclusive benefit of Participants and their beneficia-
ries. No amendment shall have the effect of retroactively
depriving Participants of benefits already accrued under the
Plan. Upon complete termination of the Plan without establish-
ment or maintenance of a successor plan (other than an employee
stock ownership plan as defined in Section 4975(e)(7) of the
Code), Participants may receive distribution of their Accounts.
Amendments to the allocation formulas contained in Article V
shall not be made more frequently than once every six months.
10.2 Termination. The Plan and the Fund forming part of the
Plan may be terminated or contributions completely discontinued
by the Company at any time by or pursuant to action of its Board
of Directors. In the event of a termination, partial termina-
tion, or a complete discontinuance of contributions or in the
event the Company is dissolved, liquidated, or adjudicated a
bankrupt, the interest of the Participants, their estates and
beneficiaries, shall be nonforfeitable and shall be fully vested,
and distributions shall be made to them in full shares of Stock
and cash in lieu of fractional shares based on the price at which
the Trustee sells such Stock or the fair market value thereof.
When all assets have been paid out by the Trustee, the Fund shall
cease. Any distribution after termination of the Plan may be
made at any time, and from time to time, in whole or in part in
full shares of Stock and cash in lieu of fractional shares based
on the price at which the Trustee sells such Stock or the fair
market value thereof; provided, however, that no Stock may be
distributed to a Participant within seven years after the month
in which such Stock was allocated to the Participant's Account
except in the case of the Participant's retirement, Total Dis-
ability, death or other termination of employment with the Com-
pany. In making such distributions, any and all determinations,
divisions, appraisals, apportionments and allotments so made
shall be final and conclusive.
II. Except as provided for in this Amendment No. 12, all other
provisions of the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment No. 12 is executed this
_____ day of June, 1994.
PENNSYLVANIA POWER & LIGHT COMPANY
/s/ John M. Chappelear
By:_______________________________
John M. Chappelear
Chairman
Employee Benefit Plan Board