AMENDMENT NO. 4
TO
PENNSYLVANIA POWER & LIGHT COMPANY
OFFICERS DEFERRED COMPENSATION PLAN
WHEREAS, Pennsylvania Power & Light Company ("Company") has
adopted the Pennsylvania Power & Light Company Officers Deferred
Compensation Plan ("Plan") effective July 1, 1985; and
WHEREAS, the Plan was amended and restated effective
January 1, 1990, and subsequently amended by Amendment Nos. 1, 2
and 3; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1995, Articles 2, 6 and 7 are amended
to read:
2. Definitions.
(d) "Change in Control" - means any one of the following
events: (a) any change in control of Resources of a
nature that would be required to be reported in response
to Item 1(a) of Form 8-K under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (b) during
any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of
Resources cease for any reason to constitute at least a
majority thereof unless the election, or the nomination
for election, of each new director was approved by a
vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such
period; (c) any person (within the meaning of Section
13(d) of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of securities of Resources
representing 20% or more of the combined voting power of
Resources' then outstanding securities entitled to vote
generally in the election of directors; (d) the approval
by the stockholders of Resources of any merger or
consolidation of Resources with any other corporation or
the sale or other disposition of all or substantially
all of the assets of Resources to any other person or
persons unless, after giving effect thereto, (1) holders
of Resources' then outstanding securities entitled to
vote generally in the election of directors will own a
majority of the outstanding stock entitled to vote
generally in the election of directors of the con-
tinuing, surviving or transferee corporation or any
parent (within the meaning of Rule 12b-2 under the
Exchange Act) thereof and (2) the incumbent members of
the Board of Resources as 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 of
Resources adopts a resolution to the effect that a
"Change in Control" has occurred or is anticipated to
occur.
(m) "PP&L Resources" shall mean PP&L Resources, Inc.
6. Payment of Account - General Provisions
(a) The Total Amount Payable shall be payable to
Participant:
(i) if Participant becomes totally disabled while
employed by the Company, as determined by the
EBPB in its discretion;
(ii) if Participant retires from the Company under
the Retirement Plan; or
(iii) if Participant resigns or otherwise ceases
employment with the Company;
within thirty (30) days of such event or in the January
of the calendar year following such event, as elected by
Participant. Such election must be made before the
applicable Cash Compensation and/or Cash Award is
deferred and may not be changed with respect to Cash
Compensation and/or Cash Award once it has been
deferred. If Participant has made no election, payments
will commence within thirty (30) days after cessation of
employment.
7. Supplemental Payments.
(a) Upon his retirement under the Retirement Plan or the
Company's Supplemental Executive Retirement Plan or upon
his death while still employed by the Company, Partici-
pant and/or his beneficiaries shall be paid a monthly
supplemental retirement benefit (or supplemental pre--
retirement spouse's annuity, as the case may be) equal
to the difference, if any, between the benefit which
would have been payable to him under such plan if the
Participant's Deferred Cash Compensation had been
included in the Participant's compensation for such plan
and the benefit actually payable to the Participant
and/or his beneficiaries thereunder. Such supplemental
retirement benefit shall be payable in accordance with
all the terms and conditions applicable to the Partici-
pant's or his beneficiary's benefit under the Retirement
Plan, including any optional form of payment. If such
supplemental retirement payments would be less than one
hundred dollars ($100) per month, the EBPB, in its dis-
cretion, may elect to make such monthly supplemental
retirement payments in such installments as the EBPB may
determine or in a single lump-sum payment. Notwith-
standing the foregoing, in the event that Participant's
benefits under the Retirement Plan are subject to a
qualified domestic relations order, any supplemental
retirement benefits payable under this paragraph shall
be calculated and made without regard to such order.
(b) Any Participant who terminates employment with the Com-
pany (by retirement or otherwise) under circumstances
where the Company has requested or demanded such termi-
nation of employment for proper cause (including, with-
out limitation, theft, fraud, breach of any fiduciary
duty, misrepresentation, deceit, illegal or criminal
act(s)) shall have no right to receive any payment from
this Plan under paragraph 7(a). The preceding sentence
shall not apply to any Participant who terminates
employment with the Company within three (3) years after
the effective date of a Change in Control.
II. Except as provided for in this Amendment No. 4, all other
provisions of the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 4 is executed this
_____ day of January 1995.
PENNSYLVANIA POWER & LIGHT COMPANY
/s/ John M. Chappelear
By:_______________________________
John M. Chappelear
Chairman
Employee Benefit Plan Board