Exhibit 10(l)
PP&L RESOURCES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 26, 1972
Amended and Restated
Effective January 1, 1998
PP&L RESOURCES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 26, 1972
TABLE OF CONTENTS
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PARAGRAPH PAGE
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1. Purpose...................................................... 1
2. Definitions.................................................. 2
3. Effective Date............................................... 5
4. Eligibility.................................................. 6
5. Mandatory Deferral........................................... 7
6. Deferred Cash Compensation................................... 8
7.1 Stock Account................................................ 10
7.2 Cash Account................................................. 11
8. Payment of Accounts.......................................... 13
9. Administration............................................... 16
10. Miscellaneous................................................ 17
11. Termination or Amendment..................................... 19
PP&L RESOURCES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
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1. PURPOSE. The purpose of this Directors Deferred Compensation Plan is to
provide certain Directors of PP&L Resources, Inc. an additional means to
increase their incomes after service as a Director, while at the same time
increasing their equity interest in Resources, and to enable them to meet
other important personal and financial needs.
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2. Definitions.
(a) "BOARD OF DIRECTORS" means the board of directors of Resources.
(b) "CASH ACCOUNT" means the account of Deferred Cash Compensation
established for each Participant solely as a bookkeeping entry and
described in Paragraph 7.2 of this Plan.
(c) "CASH COMPENSATION" means the cash compensation payable to a Director,
including retainer, meeting fees and other fees payable for service as
Director as requested by Resources, minus the Mandatory Deferral Amount.
(d) "COMMITTEE" means two or more directors, who have been designated by the
Board to act as the Committee and who qualify as "non-employee
directors," under the rules of the Securities and Exchange Commission
issued pursuant to section 16 of the Securities Exchange Act of 1934.
(e) "COMMON STOCK" means the Common Stock, without par value, of Resources.
(f) "COMPENSATION" means the total compensation payable to a Director,
including retainer, meeting fees and other fees payable for service as
Director.
(g) "DEFERRED CASH COMPENSATION" means the Cash Compensation of a Participant
deferred under the terms of this Plan.
(h) "DEFERRED SAVINGS PLAN" means the PP&L Deferred Savings Plan.
(i) "DIRECTOR" means an individual elected to the Board of Directors who is
not
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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.
(j) "EBPB" means the Employee Benefit Plan Board, the members of which are
appointed by the board of directors of PP&L.
(k) "EFFECTIVE TIME" means the date as defined in the Agreement and Plan of
Exchange between PP&L, Inc. and PP&L Resources, Inc.
(l) "FAIR MARKET VALUE" on any date means the mean of the high and the low
sale prices of Common Stock on the New York Stock Exchange composite tape
on such date if such date is a day on which the common stock actually
trades or otherwise on the next preceding date on which the common stock
trades. If, as of any valuation date, the Common Stock is not traded on
the New York Stock Exchange, valuations shall be based on the mean of the
high and low sale prices on the principal national securities exchange on
which the Common Stock is then traded or, if the Common Stock is not
traded on any national securities exchange, on the mean of the high and
low bid prices of the Common Stock in the over-the-counter market.
(m) "MANDATORY DEFERRAL AMOUNT" means a portion of the retainer fee payable
to the Participant equal to an amount established by resolution of the
Committee from time to time, but in no event later than December 31 of
the calendar year preceding the calendar year in which the retainer fee
is payable to the Participant.
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(n) "PARTICIPANT" means an eligible Director of Resources, any or all of
whose Compensation is deferred under this Plan.
(o) "PLAN" means this Directors Deferred Compensation Plan as set forth
herein and as hereafter amended from time to time.
(p) "PP&L" means PP&L, Inc.
(q) "RESOURCES" means PP&L Resources, Inc.
(r) "STOCK ACCOUNT" means the account of Deferred Compensation established
for each Participant solely as a bookkeeping entry and described in
Paragraph 7.1 of this Plan.
(s) "STOCK UNIT" means a unit equal in value from time-to-time to the Fair
Market Value of one share of Common Stock.
(t) "TOTAL AMOUNT PAYABLE" means the amount credited to a Participant's Cash
Account and the Participant's Stock Account.
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.
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3. EFFECTIVE DATE. The amendments to this Plan necessary to make it a Plan of
PP&L Resources, Inc. rather than PP&L are effective as of the Effective Time.
The Plan, as hereby amended and restated to provide for a Stock Account,
shall become effective as of January 1, 1998.
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4. ELIGIBILITY. All Directors of Resources who are or become duly elected
Directors shall be eligible to participate in this Plan as of the effective
date of 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.
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5. MANDATORY DEFERRAL.
(a) A Participant's Mandatory Deferral Amount shall automatically be deferred
to such Participant's Stock Account on the date such amount would
otherwise be payable to such Participant. Mandatory Deferral Amounts
shall be subject to the rules set forth in this Plan, and each
Participant shall have the right to receive payments of Common Stock on
account of Mandatory Deferral Amounts under the circumstances
hereinafter set forth.
(b) A Participant may not convert any portion of such Participant's Stock
Account attributable to the Mandatory Deferral Amount or dividends
thereon, as described in Paragraph 7.1(c), to the Participant's Cash
Account for a period of 3 years from the date such Mandatory Deferral
Amount was credited to the Participant's Stock Account.
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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.
(b) Any election to defer future Cash Compensation 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 earned after the date of the
election.
(c) Any election to defer or change the amount of Cash Compensation 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 with respect to subsequent years unless changed or revoked by
Participant. Participant, may, prior to December 31, 1994, elect to
defer some or all of his Cash Compensation otherwise payable after July
1, 1995 to this Stock Account.
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(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 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.
(e) The deferral of Cash Compensation shall be made in amounts elected for
the calendar year in which such Cash Compensation is to be earned, unless
the election specifies otherwise.
(f) Any election will be effective when actually received by PP&L's Payroll
Section.
(g) An election, once made, will be irrevocable as to Cash Compensation
already deferred.
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7.1 STOCK ACCOUNT. Resources shall maintain a Stock Account in the name of
each Participant. Such Stock Account shall be maintained as follows:
(a) Resources shall credit to Participant's Stock Account the number of Stock
Units equal to the Mandatory Deferral 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) Resources 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.
(c) As of each date a dividend or other distribution is paid or made on
Common Stock to holders of record on and after the date of deferral
hereunder, the Participant's Stock Account shall be credited with a
number of additional Stock Units equal to the product of: (i) the amount
of such dividend or distribution paid with respect to one share of Common
Stock, multiplied by (ii) the number of Stock Units held by the
Participant, divided by (iii) the Fair Market Value of one share of
Common Stock on such date. If an in-kind dividend or distribution is
made on Common Stock, the Fair Market Value of such in-kind dividend or
distribution paid with respect to one share of Common Stock will be equal
to the amount of the dividend or distribution for purposes of
subparagraph (i) of this Section.
(d) Subject to the limitations of Paragraph 5(b) and provided that such an
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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. Resources shall maintain a Cash Account in the name of each
Participant. Such Cash Account shall be maintained as follows:
(a) Resources 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 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.
(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
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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.
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8. PAYMENT OF ACCOUNTS.
(a) The Total Amount Payable shall be payable at the election of the
Participant within thirty (30) days after:
(i) Participant ceases serving on the Board of Directors; or
(ii) the later of:
(A) the Participant's cessation of service on the Board of
Directors; or
(B) the age elected by the Participant, provided such age is not
greater than 72.
Such election must be made before the applicable Cash Compensation is
deferred and may not be changed with respect to Cash Compensation once it has
been deferred. The Participant may defer commencement of distribution until
January of the next calendar year after such event occurs. If the Participant
has made no election, payments will commence within thirty (30) days after a
Participant ceases to be a Director.
(b) (i) The Total Amount Payable shall be paid to the Participant in a
single sum or, if elected by the Participant, in annual
installments up to a maximum of ten (10) years. Such election must
be made before the applicable Cash Compensation is deferred and may
not be changed with respect to Cash Compensation once it has been
deferred.
(ii) Payments in respect of the Stock Account shall be made in Common
Stock and payments in respect of the Cash Account shall be made in
cash. A Participant shall receive a number of shares of Common
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Stock equal to the number of Stock Units in his Stock Account.
(iii) All annual installments shall, except for the final payment, be not
less than $5,000. To the extent necessary, the number of annual
installments may be reduced to ensure that annual installments are
at least $5,000.
(iv) 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 a Director or before all installments
have been paid under Paragraph 8(b), payments shall be made to
Participant's estate within 30 days after Participant's death.
(ii) Payments made to Participant's estate will be made in a single
sum.
(d) As long as there is a balance in Participant's Cash Account, the balance
shall be credited with interest pursuant to Paragraph 7.2(b). For any
installment or other payment from the Cash Account, interest shall accrue
up to the last day of the month prior to that payment to Participant or
his estate. As long as there is a balance in Participant's Stock
Account, the remaining balance shall be credited with dividend amounts
pursuant to Paragraph 7.1(c).
(e) The EBPB may determine, in its sole discretion, that the Total Amount
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Payable shall be paid to Participant or his estate 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. Any determination by
EBPB to change the amount or timing of a Participant's distribution shall
not, however, result in the Participant receiving distributions in lesser
amounts or over a longer period of time.
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9. ADMINISTRATION. The 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 the EBPB are final
and conclusive for all purposes.
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10. MISCELLANEOUS.
(a) 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 or committee of such incompetent, or they may be made to such
person or persons whom the EBPB believes are caring for or supporting the
incompetent.
(b) Nothing in this Plan shall confer any right on the Participant to
continue as a Director.
(c) The expenses of the administration hereunder shall be borne by Resources.
(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
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 the business.
Participants shall have no greater right or status than as an unsecured
general creditor of Resources with respect to any amounts owed to
Participant hereunder.
(f) The Plan shall be unfunded.
(g) 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
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in whole or in part, by the voluntary or involuntary acts of any such
persons, or by operation of law, and shall not be liable or taken for any
obligation of such person. 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.
(h) Participant's benefits under group life insurance, and other benefit
plans as may be maintained by Resources for Directors will be provided
based on all Compensation to Participant.
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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 Resources 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
Resources 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 Participants.
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Executed this ______ day of November, 1998.
PP&L RESOURCES, INC.
By:
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John M. Chappelear
Chairman
Employee Benefit Plan Board
11/03/98
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