Exhibit 10(j)-2
AMENDMENT NO. 2
TO
PENNSYLVANIA POWER & LIGHT COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN
WHEREAS, Pennsylvania Power & Light Company ("Company") has
adopted the Pennsylvania Power & Light Company Directors Deferred
Compensation Plan ("Plan") effective January 26, 1972; and
WHEREAS, the Plan was amended and restated effective April
26, 1995, and subsequently amended by Amendment No. 1; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1997, Articles VI, VII and XI are
amended to read:
6. Deferred Cash Compensation.
(a) Participant shall have the right to elect to have all,
or a portion, of his Cash Compensation deferred
hereunder, either to his Stock Account or his Cash
Account and may change the allocation between such
accounts of any such Cash Compensation so deferred.
The amount of Cash Compensation credited to either the
Stock Account or the Cash Account will be limited to
the Cash Compensation earned after the date of the
election.
(d) Participant may revoke his election to defer Cash
Compensation at any time by so notifying the EBPB in
writing not later than December 31 of the year preced-
ing the year for which the revocation will be effec-
tive. For any subsequent calendar year, Participant
may resume his election to defer if he files with the
EBPB an election form not later than December 31 of the
year preceding such subsequent calendar year.
(f) Any election will be effective when actually received
by PP&L's Payroll Section.
7.1 Stock Account. The Company shall maintain a Stock Account in
the name of each Participant. Such Stock Account shall be
maintained as follows:
(a) The Company shall credit to Participant's Stock Account
the number of Stock Units equal to the Mandatory Defer-
ral Amount on the date such amount would otherwise be
payable to such Participant, divided by the Fair Market
Value of one share of Common Stock on such date.
(b) The Company shall credit to Participant's Stock
Account, the number of Stock Units equal to the amount
of Deferred Cash Compensation elected by Participant to
be credited to his Stock Account, divided by the Fair
Market Value of one share of Common Stock on such date.
(d) Subject to the limitations of Paragraph 5(b) and pro-
vided that such an election is at least six months
after the date of such Participant's last election, if
any, to convert all or any portion of his Cash Account
into interests in his Stock Account, a Participant may
elect to convert all or any portion of his Stock
Account into interests in such Participant's Cash
Account by filing with the EBPB an election form. If
such an election is made, the Participant's Cash
Account shall be credited with an amount equal to the
number of Stock Units being converted, multiplied by
the Fair Market Value of one share of Common Stock on
the date such amount is credited.
7.2 Cash Account. The Company shall maintain a Cash Account in
the name of each Participant. Such Cash Account shall be
maintained as follows:
(a) The Company shall credit to Participant's Cash Account
as of the same day on which the last Cash Compensation
for the month would have been paid to said Participant
an amount equal to the Deferred Cash Compensation
elected by Participant to be credited to his Cash
Account.
(b) Participant's Cash Account shall be credited with
interest monthly based on a rate of interest substan-
tially equivalent to that applied on account balances
in the Blended Interest Rate Fund in the Deferred
Savings Plan or such other comparable fund as may be
selected by the EBPB.
(c) Provided that such an election is at least six months
after the date of such Participant's last election, if
any, to convert all or any portion of his Stock Account
into interests in his Cash Account, a Participant may
elect to convert all or any portion of his Cash Account
into interests in such Participant's Stock Account by
filing with the EBPB an election form. If such an
election is made, the Participant's Stock Account
shall be credited with a number of Stock Units equal to
the Cash Account amount to be converted, divided by the
Fair Market Value of one share of Common Stock on such
date.
11. Termination or Amendment.
(a) The Committee 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: a) Participant's right to payments of amounts
previously credited to Participant's Accounts, which
amounts shall continue to earn interest or accumulate
dividends as provided for herein as though termination
or amendment had not been effected, or b) the amount or
times of payment of such amounts which have commenced
prior to the effective date of such termination or
amendment; provided, however, that no such consent may
accelerate the Participant's payments. Notwithstanding
the foregoing, if the Company is liquidated, the EBPB
shall have the right to determine the Total Amount
Payable under Paragraph 8 to 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 (not beyond the time provided
for herein) as the EBPB determines to be just and
equitable. Any determinations made pursuant to the
preceding sentence shall be consistent as to all Par-
ticipants.
II. Effective January 1, 1997, Article X Section (i) is
deleted in its entirety.
III. Except as provided for in this Amendment No. 2, all other
provisions of the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment No. 2 is executed
this 13th day of February, 1997.
PENNSYLVANIA POWER & LIGHT COMPANY
By:_/s/ John M. Chappelear________
John M. Chappelear
Chairman
Employee Benefit Plan Board