AMENDMENT NO. 9
TO
PENNSYLVANIA POWER & LIGHT COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Pennsylvania Power & Light Company ("Company") has
adopted the Pennsylvania Power & Light Company Supplemental
Executive Retirement Plan ("Plan") effective July 1, 1985; and
WHEREAS, the Plan was amended and restated effective
January 1, 1987, and subsequently amended by Amendment Nos. 1, 2,
3, 4, 5, 6, 7 and 8; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective July 1, 1994, Articles 2, 4 and 5 are amended to
read:
2. Definitions.
(a) "Actuarial Equivalent" means having or that which has
equal actuarial value to the Supplemental Executive
Retirement Benefit based on the assumptions and factors
described in Schedule A of the Retirement Plan.
(b) "Board" means the Board of Directors of Pennsylvania
Power & Light Company.
(c) "Company" means Pennsylvania Power & Light Company.
(d) "Officers Deferred Compensation Plan" means the
Pennsylvania Power & Light Company Officers Deferred
Compensation Plan effective as of July 1, 1985, and as
amended from time to time thereafter.
(e) "Early Retirement Reduction Factor" means for Partici-
pant between the ages of 50 and 60 the percentage that
appears adjacent to his age below:
Age at Benefit Percentage
Commencement Applicable
60 100%
59 95%
58 90%
57 85%
56 80%
55 75%
54 70%
53 65%
52 60%
51 55%
50 50%
4. Supplemental Executive Retirement Benefit.
(a) Upon termination of employment from the Company,
Participant will be paid a SERB subject to the terms and
conditions of this Plan. The SERB for Participant shall
be calculated as an annual amount payable for the life
of Participant as follows:
(b) the greater of (1) or (2):
(1)(A) 2.7% of Participant's Supplemental Final Average
Earnings times his Years of Service up to 20, plus
(B) 1.0% of Participant's Supplemental Final Average
Earnings times his Years of Service in excess of
20 but not more than 30 Years of Service,
or
(2)(A) 2.7% of Participant's Supplemental Final Average
Earnings times his Projected Years of Service up
to 20, plus
(B) 1.0% of Participant's Supplemental Final Average
Earnings times his Projected Years of Service in
excess of 20 but not more than 30 Projected Years
of Service, less
(C) the annual amount payable to Participant from a
Prior Plan,
(c) less
the annual amount payable as the maximum primary Social
Security benefit payable to an individual aged 65 in the
year of Participant's retirement whether or not received
by Participant,
(d) times
the applicable Early Retirement Reduction Factor,
(e) less
annual amounts provided by the Retirement Plan (but not
including any temporary supplemental amounts payable
under Section 5.3(d)(2) of the Retirement Plan) and
supplemental payments under paragraph 7(a) of the
Officers Deferred Compensation Plan. In the event
Participant commences benefits under this Plan prior to
commencing benefits under the Retirement Plan,
deductions will be made under this subparagraph (e) as
if Participant had commenced benefits under the
Retirement Plan at the later of age 55 or commencement
of benefits under this Plan. The amount of the
deduction will not thereafter be changed upon
Participant's actual commencement of benefits under the
Retirement Plan.
(f) Annual amounts provided by the Retirement Plan and para-
graph 7(a) of the Officers Deferred Compensation Plan
shall be calculated as if Participant had chosen a
straight life annuity under the Retirement Plan.
(g) No benefit shall be paid from this Plan to any Partici-
pant who is receiving or is entitled to commence bene-
fits from ERSP.
(h) The annual amount payable to Participant from a Prior
Plan as described in paragraph 4(b)(2)(C) above shall be
calculated as if the Participant commenced benefits from
the Prior Plan at the time benefits commence under this
Plan. The benefit payable under this Plan shall not be
adjusted upon actual commencement of benefits from any
Prior Plan.
5. Method of Payment.
(a) For a Participant who is eligible to receive benefits
under the Retirement Plan and who elects to receive such
benefits at the time SERB payments begin, SERB payments
shall be made in accordance with all the terms and
conditions applicable to the Participant's benefits
under the Retirement Plan, including any optional form
of payment he may have elected, provided, however, if
any monthly payment would be one hundred dollars ($100)
or less, the EBPB, in its discretion, may elect to make
such payments in such installments as the EBPB may
determine or in a single sum payment.
(b) In the event that a Participant's benefits under the
Retirement Plan are subject in whole or in part to a
qualified domestic relations order, SERB payments shall
be calculated and paid without regard to such order.
(c) For a Participant who is not eligible to receive
benefits under the Retirement Plan or who has elected
not to receive such benefits under the Retirement Plan
at the time SERB payments begin, the Participant may
elect one of the following Actuarial Equivalent forms of
benefit:
(1) a single life annuity with equal monthly install-
ments payable to the Participant for his lifetime;
or
(2) a joint and survivor annuity with the Participant's
designated beneficiary, payable in monthly
installments to the Participant for his lifetime and
with some percentage of the amount of such monthly
installment payable after the death of the
Participant to the designated beneficiary of such
Participant, if then living, for the life of such
designated beneficiary; or
(3) a single life annuity payable in equal monthly
installments to the Participant for his lifetime,
with 60, 120 or 180 monthly payments guaranteed.
(d) A Participant described in Section (c) above may elect a
form of benefit hereunder by filing written notice with
the EBPB at anytime prior to the first day of the
calendar month for which a SERB is first payable to the
Participant.
II. 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 June, 1994.
PENNSYLVANIA POWER & LIGHT COMPANY
/s/ John M. Chappelear
By:_______________________________
John M. Chappelear
Chairman
Employee Benefit Plan Board