PP&L RESOURCES, INC.
DIRECTORS RETIREMENT PLAN
EFFECTIVE JANUARY 1, 1988
Amended & Restated
as of the Effective Time
PP&L RESOURCES, INC.
DIRECTORS RETIREMENT PLAN
EFFECTIVE JANUARY 1, 1988
TABLE OF CONTENTS
ARTICLE PAGE
I Purpose I-1
II Definitions II-1
III Eligibility III-1
IV Retirement Benefits IV-1
V Deferred Compensation V-1
VI Status of Plan VI-1
VII Rights Nonassignable VII-1
VIII Administration VIII-1
IX Termination IX-1
X Amendment X-1
XI Liquidation XI-1
XII Miscellaneous XII-1
XIII Effective Date XIII-1
PP&L RESOURCES, INC.
DIRECTORS RETIREMENT PLAN
ARTICLE I
Purpose
1.1 The purpose of this Retirement Plan is to provide Directors of
PP&L Resources, Inc., who are not employees of PP&L or
Resources, with pension payments after retirement in
recognition of their service to Resources and to assure that
the overall compensation arrangements for Directors are
adequate to attract and retain highly qualified individuals.
ARTICLE II
Definitions
2.1 "Board" or "Board of Directors" means the board of directors
of Resources.
2.2 "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 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 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.
2.3 "Director" means an individual serving on the Board of
Directors who is not an employee of Resources, or who served
on the board of directors of PP&L prior to the Effective Time,
and was not an employee of PP&L.
2.4 "EBPB" means the Employee Benefit Plan Board, the members of
which are appointed by the board of directors of PP&L.
2.5 "Effective Time" means the date as defined in the Agreement
and Plan of Exchange between Pennsylvania Power & Light
Company and PP&L Resources, Inc.
2.6 "Participant" means a Director, former Director, or the
beneficiary of such Director or former Director, who is
eligible for or entitled to receive benefits under this Plan.
2.7 "Plan" means this Directors Retirement Plan, originally
effective January 1, 1988.
2.8 "PP&L" means Pennsylvania Power & Light Company.
2.9 "Resources" means PP&L Resources, Inc.
2.10 "Service" means any period during which an individual is
serving on the Board of Directors of Resources or the board
of directors of PP&L but is not an employee of PP&L or
Resources.
ARTICLE III
Eligibility
3.1 All Directors shall be eligible to participate in this Plan as
of the later of January 1, 1988 or the effective date of their
first election as a Director. An employee of PP&L or
Resources who is a member of the Board of Directors who
retires or otherwise terminates his employment but continues
as a member of the Board shall be eligible to participate as
of the date of his termination of employment with PP&L or
Resources.
3.2 A Director shall be eligible for retirement benefits hereunder
upon completion of at least three (3) years of Service.
ARTICLE IV
Retirement Benefits
4.1 Participants shall be paid an annual retirement benefit in
accordance with the terms and conditions of this Plan.
4.2 A Director's annual retirement benefit shall be a percentage
of the annual retainer in effect at the time of the Director's
retirement from the Board as shown below:
Benefit as
Years of Service a % of Retainer
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 and over 50
4.3 A Director shall be credited with Service for any period
during which he was a Director including Service prior to
January 1, 1988.
4.4 Benefits for partial years of Service will be determined by
interpolating the percent of the annual retainer from the
table in Section 4.2 on the basis of the Director's completed
months of Service. (For example, 3 years and 6 months Service
provides a benefit of 17.5% of retainer.)
4.5 Meeting fees are not considered as a part of the annual
retainer for purposes of this Plan.
4.6 Payment of retirement benefits hereunder shall be in the form
of monthly payments for a period of 120 months commencing on
the first day of the month following the later of the
Director's attainment of age 65 or actual retirement from the
Board.
4.7 In the event of the Director's death prior to receiving full
payment, the present value of the balance of the 120 month
entitlement shall be paid to the Director's beneficiary in a
single sum.
4.8 In the event a Director dies prior to retirement from the
Board, no benefits shall be paid under this Plan.
4.9 In the event a Director dies after retirement from the Board
but before he becomes entitled to receive benefits under
Section 4.6 above, his entire 120 month entitlement shall be
paid to his beneficiary as provided in Section 4.7 above.
ARTICLE V
Deferred Compensation
5.1 Benefits determined under this Plan will be based upon the
Director's full annual retainer entitlement and shall not be
reduced by any amount that a Director may elect to defer under
the Directors Deferred Compensation Plan.
ARTICLE VI
Status of Plan
6.1 This Plan is a nonqualified supplemental retirement plan. As
such, all payments from this Plan shall be made from the
general assets of Resources. This Plan shall not require
Resources to set aside, segregate, earmark, pay into trust or
special account or otherwise restrict the use of its assets in
the operation of its business. A Participant shall have no
greater right or status than as an unsecured creditor of
Resources with respect to any amounts owed to any Participant
hereunder.
ARTICLE VII
Rights Nonassignable
7.1 All payments to persons entitled to benefits hereunder shall
be made to such persons and shall not be grantable, trans-
ferable or otherwise assignable in anticipation of payment
thereof, in whole or in part, by the voluntary or involuntary
acts of any such persons or by operation of law. In addition,
such payments shall not be subject to garnishment, attachment
or any other legal process of creditors of such persons.
Resources will observe the terms of the Plan unless and until
ordered to do otherwise by a state or Federal court. As a
condition of participation, a Participant agrees to hold
Resources harmless from any claim that arises out of
Resources' obeying any such order whether such order effects a
judgment of such court or is issued to enforce a judgment or
order of another court.
ARTICLE VIII
Administration
8.1 Administration. EBPB shall have the discretionary authority
and final right to interpret, construe and make benefit
determinations (including eligibility and amount) under the
Plan. The decisions of EBPB are final and conclusive for all
purposes.
ARTICLE IX
Termination
9.1 The Board of Directors may terminate this Plan at any time.
Upon termination of the Plan, benefits shall be paid in
accordance with Article IV hereof to any Participant who was
entitled to receive retirement benefits under Sections 4.7 or
4.9 prior to the date of termination of the Plan or to any
Director who has prior to the date of termination:
a) satisfied the eligibility requirements of Article III,
b) retired from the Board of Directors and
c) has not commenced benefits.
No other payments shall be made to any person under the Plan
after the date of termination including but not limited to
Directors who meet the eligibility requirements of Article III
but who have not retired from the Board as of the date of Plan
termination.
ARTICLE X
Amendment
10.1 The Board of Directors may, in its discretion, 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 Resources or significantly alter the benefit
design or eligibility requirements of the Plan. No amendment
shall divest any Participant without his consent of rights to
which he would have been entitled under Article VIII if the
Plan had been terminated on the effective date of such
amendment.
ARTICLE XI
Liquidation
11.1 Notwithstanding Articles IX and X, upon a Change in Control,
the EBPB shall have the right to determine the present value
of the total amount payable under Article IV to all
Participants 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. The present value of the total amount
payable under Article IV shall be determined using the
assumptions used in the most recent actuarial report for the
PP&L Retirement Plan prior to the Change in Control.
ARTICLE XII
Miscellaneous
12.1 If the person to receive payment is deemed by the EBPB or is
adjudged to be legally incompetent, the payments shall be made
to the duly appointed guardian of such incompetent, or they
may be made to such person or persons who the EBPB believes
are caring for or supporting such incompetent; and the receipt
by such person or persons shall be a complete acquittance for
the payment of the benefit.
12.2 The expenses of administration hereunder shall be borne by
Resources.
12.3 This Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Pennsylvania.
12.4 The masculine pronoun shall be deemed to include the feminine,
and the singular to include the plural, unless a different
meaning is plainly required by context.
ARTICLE XIII
Effective Date
13.1 The effective date of this Plan is January 1, 1988. The
effective date of this Amendment and Restatement is the
Effective Time.
Executed this 23rd day of January, 1995.
PP&L RESOURCES, INC.
By: /s/ John M. Chappelear
John M. Chappelear
Chairman
Employee Benefit Plan Board