PPL
OFFICERS DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1985
Amended and Restated
Effective February 14, 2000
PPL
OFFICERS DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1985
TABLE OF CONTENTS
-----------------
PARAGRAPH PAGE
- --------- ----
1. Purpose....................................................
2. Definitions................................................
(a) Account............................................ II-1
(b) Affiliated Company or Affiliated Companies......... II-1
(c) Cash Award......................................... II-1
(d) Cash Compensation.................................. II-1
(e) Change in Control.................................. II-1
(f) Deferred Cash Award................................ II-2
(g) Deferred Cash Compensation......................... II-3
(h) Deferred Savings Plan.............................. II-3
(i) EBPB............................................... II-3
(j) ESOP............................................... II-3
(k) Participant........................................ II-3
(l) Participating Company.............................. II-3
(m) Plan............................................... II-3
(n) PPL................................................ II-3
(o) PPL Corporation.................................... II-3
(p) Retirement Plan.................................... II-3
(q) Total Amount Payable............................... II-3
3. Eligibility................................................
4. Deferred Cash Compensation and
Deferred Cash Awards.......................................
5. Account....................................................
6. Payment of Account - General Provisions....................
7. Supplemental Payments......................................
-i-
8. Administration.............................................
9. Miscellaneous..............................................
10. Termination or Amendment...................................
11. Effective Date.............................................
-ii-
PPL
OFFICERS DEFERRED COMPENSATION PLAN
-----------------------------------
1. Purpose. The purpose of this Officers Deferred Compensation Plan is to
provide certain executive officers of PPL and other Participating Companies an
additional means to increase their incomes after retirement or disability, and
in order to meet other important personal and financial needs.
I-1
2. Definitions.
(a) "Account" means the account of Deferred Cash Compensation and Deferred
Cash Awards established solely as a bookkeeping entry and maintained under
paragraph 5 of this Plan.
(b) "Affiliated Company" or "Affiliated Companies" shall mean any parent or
subsidiaries of PPL (or companies under common control with PPL) which are
members of the same controlled group of corporations (within the meaning of
section 1563(a) of the Code) as PPL or which are under common control with PPL
(within the meaning of Section 414(c) of the Code).
(c) "Cash Award" means any incentive awards payable under the executive
incentive awards program prior to any deferrals under this Plan.
(d) "Cash Compensation" means base salary prior to any deferrals to this Plan
or the Deferred Savings Plan.
(e) "Change in Control" means any one of the following events: (a) any change
in control of PPL Corporation 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 PPL
Corporation 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 PPL Corporation representing 20% or
more of the combined
II-1
voting power of PPL Corporation's then outstanding securities entitled to vote
generally in the election of directors; (d) the approval by the stockholders of
PPL Corporation of any merger or consolidation of PPL Corporation with any other
corporation or the sale or other disposition of all or substantially all of the
assets of PPL Corporation to any other person or persons unless, after giving
effect thereto, (1) holders of PPL Corporation's 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 PPL Corporation 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
PPL Corporation adopts a resolution to the effect that a "Change in Control" has
occurred or is anticipated to occur.
(f) "Deferred Cash Award" means the Cash Award of a Participant deferred
under paragraph 4 of this Plan.
(g) "Deferred Cash Compensation" means the Cash Compensation of a Participant
deferred under paragraph 4 of this Plan.
(h) "Deferred Savings Plan" means the PPL Deferred Savings Plan.
(i) "EBPB" means Employee Benefit Plan Board, the members of which are
appointed by the Board of Directors of PPL Corporation.
(j) "ESOP" means the PPL Employee Stock Ownership Plan.
(k) "Participant" means an eligible officer of a Participating Company who
elects to defer Cash Compensation and/or Cash Awards under this Plan.
II-2
(l) "Participating Company" means PPL Electric Utilities Corporation (prior
to February 14, 2000, PP&L, Inc.), PPL EnergyPlus, LLC (prior to February 14,
2000, PP&L EnergyPlus Co., LLC), and each other Affiliated Company that is
designated by the Board of Directors of PPL to adopt this Plan by action of its
board of directors or other governing body.
(m) "Plan" means this Officers Deferred Compensation Plan as set forth herein
and as hereafter amended from time to time.
(n) "PPL" means PPL Electric Utilities Corporation (prior to February 14,
2000, PP&L, Inc.).
(o) "PPL Corporation" shall mean PPL Corporation (prior to February 14, 2000,
PP&L Resources, Inc.).
(p) "Retirement Plan" means the PPL Retirement Plan.
(q) "Total Amount Payable" means the amount credited to a Participant's
Account plus interest. 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 the context.
II-3
3. Eligibility. All officers of PPL in PPL Salary Grades I through IV and any
officer of a Participating Company who is designated as eligible in a resolution
adopted by the board of directors of such Participating Company shall be
eligible to participate in this Plan.
III-1
4. Deferred Cash Compensation and Deferred Cash Awards.
(a) Participant shall have the right to elect to have all, or a portion, of
his Cash Compensation in excess of $20,000 deferred hereunder.
(b) Participant shall have the right to elect to have all, or a portion, of
his Cash Awards deferred hereunder.
(c) Any election to defer future Cash Compensation and/or Cash Awards for the
first calendar year that Participant is eligible to participate in this Plan
shall be made by the Participant in writing by the thirtieth (30th) day
following the date on which the Participant is first eligible to participate by
filing with the EBPB the appropriate election form. Any such election shall be
limited to Cash Compensation and Cash Awards earned after the date of the
election.
(d) Any election to defer or change the amount of Cash Compensation and/or
Cash Awards to be deferred for any subsequent calendar year after the first
calendar year of eligibility may be made by Participant not later than December
31 of the year preceding such calendar year by filing with the EBPB an election
form; provided, however, that an election once made will be presumed to continue
unless changed or revoked by Participant.
(e) Participant may revoke his election to defer Cash Compensation and/or
Cash Awards at any time by so notifying the EBPB in writing not later than
December 31 of the year preceding the year for which the revocation will be
effective. 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.
IV-1
(f) The deferral of Cash Compensation shall be made in equal amounts in each
bi-weekly pay period during the calendar year in which such Cash Compensation is
to be earned, unless the election specifies otherwise.
(g) Any election is filed with the EBPB and will be effective when actually
received by PPL Services Corporation's Payroll Section.
(h) Such an election, once made, will be irrevocable as to Cash Compensation
and Cash Awards already deferred.
(i) Deferred Cash Compensation and Deferred Cash Awards shall be subject to
the rules set forth in this Plan, and each Participant shall have the right to
receive cash payments on account of Deferred Cash Compensation and Deferred Cash
Awards only in the amounts and under the circumstances hereinafter set forth.
IV-2
5. Account. PPL shall maintain an Account in the name of each Participant. Such
Account shall be maintained as follows:
(a) PPL shall credit the Deferred Cash Compensation to Participant's Account
as of the same day on which the last Cash Compensation for the month would have
been paid to said Participant.
(b) PPL shall credit the Deferred Cash Award to Participant's Account as of
the same day that all Cash Awards not being deferred are paid.
(c) Within sixty (60) days of the close of any calendar year during which
Participant authorized salary reduction contributions to the Deferred Savings
Plan, PPL will credit Participant's Account with the difference, if any, between
the Participating Company matching contributions Participant would have received
for the prior calendar year under the Deferred Savings Plan if Participant had
participated in the Deferred Savings Plan based on Participant's Cash
Compensation and the actual Participating Company matching contributions
allocated to Participant's Account in the Deferred Savings Plan for the prior
calendar year. Participant will forfeit any such allocation to his Account if
Participant terminates employment with all Participating Companies at a time
when Participating Company matching contributions under the Deferred Savings
Plan are not vested under that plan.
(d) At the time when any allocations are made under ESOP for contributions
under Article IV of that plan, PPL will credit Participant's Account with an
amount equal to the difference, if any, between the value of PPL contributions
that would have been made under ESOP based on Participant's Cash Compensation
and the value of PPL contributions actually made for Participant under ESOP.
V-1
(e) Participant's Account shall be credited with interest quarterly based on
a rate of interest substantially 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.
V-2
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 PPL or an
Affiliated Company, as determined by the EBPB in its discretion;
(ii) if Participant retires from PPL and all Affiliated Companies under
the Retirement Plan; or
(iii) if Participant resigns or otherwise ceases employment with PPL and
all Affiliated Companies;
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.
(b) (i) The Total Amount Payable shall be paid to Participant in a single
sum or in annual installments up to a maximum of fifteen (15)
years, as elected by the 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.
(ii) All annual installments shall, except for the final payment, be not
less than $5,000. To the extent necessary, the number of annual
VI-1
installments may be reduced to insure that annual installments are
at least $5,000.
(iii) The amount of each annual installment shall be determined by
dividing the Total Amount Payable less any payments already made to
Participant by the remaining number of annual installments to be
made (i.e., a 10 year payout shall pay 1/10 of the Total Amount
Payable as the first installment, 1/9 as the second annual
installment, etc.).
(c) (i) If Participant dies while employed by PPL or an Affiliated Company
or before all installments have been paid under paragraph 5(b),
payments shall be made within 30 days after Participant's death to
the beneficiary designated in writing by Participant. Participant
shall have a continuing power to designate a new beneficiary in the
event of his death at any time prior to his death by written
instrument delivered by Participant to the EBPB without the consent
or approval of any person theretofore named as his beneficiary. In
the event the designated beneficiary does not survive Participant,
payment will be made to an alternate beneficiary designated in
writing by Participant. If no such designation is in effect at the
time of death of Participant, or if no person so designated shall
survive Participant, payment shall be made to Participant's estate.
(ii) Payments made to Participant's designated beneficiary will be made
at the times and in the amounts as if Participant were living based
on Participant's elected form of distribution; provided, however,
if payments
VI-2
are to be made to Participant's estate, payment will be made
in a single sum.
(d) So long as there is a balance in Participant's Account, the
balance shall be credited with interest pursuant to paragraph 5(d). For any
installment or other payment from the Account, interest shall accrue up to the
last day of the month prior to that payment to Participant or his beneficiary.
(e) The EBPB may determine, in its sole discretion, that the Total
Amount Payable shall be paid to a Participant or his beneficiary in different
amounts or at different times than provided under this Plan if, in the opinion
of the EBPB, it would be necessary as the result of a personal emergency or
hardship which results in a severe and immediate financial burden to the
Participant in which case payment shall be made only to the extent necessary to
alleviate the Participant's hardship.
VI-3
7. Supplemental Payments.
(a) Upon his retirement under the Retirement Plan or PPL's Supplemental
Executive Retirement Plan or upon his death while still employed by PPL or an
Affiliated Company, Participant 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
Participant'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 discretion, may
elect to make such monthly supplemental retirement payments in such installments
as the EBPB may determine or in a single lump-sum payment. Notwithstanding 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 PPL or an Affiliated
Company (by retirement or otherwise) under circumstances where PPL or an
Affiliated Company has requested or demanded such termination of employment for
proper cause (including, without 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
VII-1
under paragraph 7(a). The preceding sentence shall not apply to any Participant
who terminates employment with PPL or an Affiliated Company within three (3)
years after the effective date of a Change in Control.
VII-2
8. Administration. The Employee Benefit Plan Board 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 the Employee Benefit Plan Board are final and conclusive for all purposes. If
one or more members of the EBPB are disqualified by personal interest from
taking part in a particular decision, the remaining member or members of the
EBPB (although less than a quorum) shall have full power to act on the matter.
VIII-1
9. Miscellaneous.
(a) If the person to receive payment is a minor, or is deemed by the EBPB
or is adjudged to be legally incompetent, the payments shall be made to the duly
appointed guardian or committee of such minor or incompetent, or they may be
made to such person or persons who the EBPB believes are caring for or
supporting such minors or incompetents.
(b) Nothing in this Plan shall confer any right on any Participant to
continue in PPL's or in an Affiliated Company's employ or to receive
compensation, nor shall anything in this Plan affect in any way the right of PPL
or an Affiliated Company to terminate any Participant's employment at any time.
(c) The expenses of administration hereunder shall be borne by PPL.
(d) This Plan shall be construed, administered and enforced according to
the laws of the Commonwealth of Pennsylvania.
(e) All payments from this Plan shall be made from the general assets of
PPL or an Affiliated Company. This Plan shall not require PPL or an Affiliated
Company to set aside, segregate, earmark, pay into trust or special account or
otherwise restrict the use of its assets in the operation of the business.
Participant shall have no greater right or status than as an unsecured general
creditor of PPL or an Affiliated Company with respect to any amounts owed to
Participant hereunder.
(f) All payments to persons entitled to benefits hereunder shall be made
to such persons and shall not be grantable, transferable, pledged or otherwise
assignable in anticipation of payment thereof, or subject to attachment,
alienation, garnishment, levy, execution or other legal or equitable process in
whole or in part, by the voluntary or
IX-1
involuntary acts of any such persons, or by operation of law, and shall not be
liable or taken for any obligation of such person. PPL 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 PPL harmless from
any claim that arises out of PPL's 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.
(g) Participant's benefits under group life insurance, accidental death
and disability, short-term disability, long-term disability and other similar
employee benefit plans maintained by PPL will be provided based on Cash
Compensation to Participant.
IX-2
10. Termination or Amendment. The Board of Directors may, in its discretion,
terminate and amend this Plan from time to time. In addition, the Employee
Benefit Plan Board 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 PPL or a Participating Company or significantly alter the benefit design
or eligibility requirements of the Plan. Each amendment to the Plan will be
binding on each Participating Company. No termination or amendment shall
(without Participant's consent) alter: a) Participant's right to payments of
amounts previously credited to Participant's Account, which amounts shall
continue to earn interest as provided for herein as though termination or
amendment had not been effected, b) the amount or times of payment of such
amounts which have commenced prior to the effective date of such termination or
amendment, or c) the rights set forth in paragraph 5 to designate beneficiaries
in the event of Participant's death or alter Participant's right to monthly
supplemental payments under paragraph 7; provided, however, that no such consent
may accelerate the Participant's payments. Notwithstanding the foregoing, if PPL
is liquidated, the EBPB shall have the right to determine the Total Amount
Payable and any monthly supplemental payments payable under paragraph 7 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 Participants.
X-1
11. Effective Date. The effective date of this amended and restated Plan is
February 14, 2000.
Executed this ______ day of______________________, 2000.
PPL ELECTRIC UTILITIES CORPORATION
By:_____________________________________
Charles P. Pinto
Vice President-Human Resources
XI-1
AMENDMENT NO. 1
TO
PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, PPL Services Corporation ("PPL") adopted the PPL Supplemental
Executive Retirement Plan (the "Plan"), effective July 1, 2000, for certain of
its employees; and
WHEREAS, the Plan was amended and restated effective July 1, 2000; and
WHEREAS, PPL desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective July 1, 2000 the following sections of Articles 2 and 10 are
amended to read:
2. DEFINITIONS.
(d) "BOARD" means the Board of Directors of PPL Services Corporation.
10. TERMINATION OR AMENDMENT. The Board may, in its sole discretion, terminate
and amend this Plan from time to time provided, however, that the Plan may
not be terminated or amended to the prejudice or detriment of any
Participant during the three (3) year period immediately following a Change
in Control (or, if later, thirty six (36) months from the consummation of
the transaction giving rise to the Change in Control). Without limiting the
generality of the foregoing, the proviso of the preceding sentence shall
not, at any time or in any event, be amended or deleted. Subject to the
foregoing, the Employee Benefit Plan Board may adopt any amendment that
does not significantly affect the cost of the Plan or significantly alter
the
-1-
benefit design or eligibility requirements of the Plan. Each amendment to
the Plan will be binding on the Participating Company to which it applies.
No termination or amendment shall (without Participant's consent) alter
Participants right to monthly payments which have commenced prior to the
effective date of such termination or amendment. Prior to a Change in
Control, the Board specifically reserves the right to terminate or amend
this Plan to eliminate the right of any Participant to receive payment
hereunder prior to the time when payments are in pay status under this
Plan. Notwithstanding the foregoing, if PPL is liquidated, the EBPB shall
cause the amounts due hereunder 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, but in no event later than the time
such amounts would otherwise have been paid.
II. Except as provided for in this Amendment No. 1, all other provisions of
the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 is executed this _____ day of
___________________________, 2000.
PPL SERVICES CORPORATION
By:______________________________
Charles P. Pinto
Vice President-Human Resources
-2-