AMENDMENT NO. 19
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, 11, 12, 13, 14, 15, 16, 17 and 18; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1998, the following sections of
Article VII are amended to read:
7.5 Termination of Employment. Upon a Participant's
retirement or other termination of employment with the Company
and all Affiliated Companies, he shall be entitled to receive his
interest in the Fund. Subject to Subsection 7.7(b), (a) if the
value of his interest in the Fund exceeds, or exceeded at the
time of any prior distribution, $5,000, his interest shall not be
paid to him or applied for his benefit until (1) he consents in
writing to such payment or application, or (2) he attains his
65th birthday or (3) he dies; whichever occurs first; (b)
otherwise, his interest shall be paid to him or applied for his
benefit in a single sum within 60 days after such termination
takes place.
7.7 Timing of Distribution.
(a) Subject to Subsection (b), a Participant entitled to
receive benefits under this Article shall commence to receive
benefits as soon as administratively practicable, but in no event
shall any Participant receive benefits later than the earliest of
the dates determined under (1), (2) or (3) below:
(1) the 60th day after the close of the Plan Year in
which occurs the later of (A) the Participant's attainment of age
65 or (B) the Participant's termination of employment with the
Company and all Affiliated Companies;
(2) the April 1st after the end of the calendar year in
which occurs the Participant's attainment of age 70-1/2; or
(3) in the event of the Participant's death, December 31
of the calendar year following the year of the Participant's
death.
(b) A Participant who terminates employment with the
Company on or after age 55, and whose Account exceeds, or
exceeded at the time of any prior distribution, $5,000, shall be
entitled to defer payment of his benefits until a date not later
than that specified in Section 7.7(a)(2).
(c) The Employee Benefit Plan Board shall supply to each
Participant who is entitled to distribution before his death or
attainment of age 65 and the value of whose Account exceeds, or
exceeded at the time of any prior distribution, $5,000, written
information relating to his right to defer distribution under
Section 7.4, 7.5 or 7.7(b). Such notice shall be furnished not
less than 30 days nor more than 90 days prior to the
Participant's benefit commencement date, except that such notice
may be furnished less than 30 days prior to the Participant's
benefit commencement date if (1) the Employee Benefit Plan Board
informs the Participant that the Participant has the right to a
period of at least 30 days after receiving such notice to
consider the decision whether to elect a distribution, and the
mode in which he desires such distribution to be made, and (2)
the Participant, after receiving such notice, affirmatively
elects a distribution.
II. Except as provided for in this Amendment No. 19, all
other provisions of the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment No. 19 is executed this
26th day of November, 1997.
PP&L, INC.
/s/ John M. Chappelear
By:_______________________________
John M. Chappelear
Vice President-Investments &
Pensions