PP&L
OFFICERS DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1985
Amended and Restated
Effective January 1, 1998
PP&L
OFFICERS DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1985
TABLE OF CONTENTS
-----------------
PARAGRAPH PAGE
- --------- ----
1. Purpose.......................................... 1
2. Definitions...................................... 2
3. Eligibility...................................... 5
4. Deferred Cash Compensation and
Deferred Cash Awards............................. 6
5. Account.......................................... 8
6. Payment of Account - General Provisions..........10
7. Supplemental Payments............................13
8. Administration...................................15
9. Miscellaneous....................................16
10. Termination or Amendment.........................18
11. Effective Date...................................19
PP&L
OFFICERS DEFERRED COMPENSATION PLAN
-----------------------------------
1. Purpose. The purpose of this Officers Deferred Compensation Plan is to
provide certain executive officers of PP&L, Inc. an additional means to
increase their incomes after retirement or disability, and in order to meet
other important personal and financial needs.
-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) "Cash Award" means any incentive awards payable under the executive
incentive awards program prior to any deferrals under this Plan.
(c) "Cash Compensation" means base salary prior to any deferrals to this
Plan or the Deferred Savings Plan.
(d) "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
-2-
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.
(e) "PP&L" means PP&L, Inc.
(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 PP&L Deferred Savings Plan.
(i) "EBPB" means Employee Benefit Plan Board, the members of which are
appointed by the Board of Directors of PP&L.
-3-
(j) "ESOP" means the PP&L Employee Stock Ownership Plan.
(k) "Participant" means an eligible officer of PP&L who elects to defer
Cash Compensation and/or Cash Awards under this Plan.
(l) "Plan" means this Officers Deferred Compensation Plan as set forth
herein and as hereafter amended from time to time.
(m) PP&L "PP&L Resources" shall mean PP&L Resources, Inc.
(n) "Retirement Plan" means the PP&L Retirement Plan.
(o) "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.
-4-
3. ELIGIBILITY. All officers of PP&L who are or become officers in Salary
Grades I through IV shall be eligible to participate in this Plan as of the
later of September 1, 1985 or the effective date of first election to a
position within said Salary Grades.
-5-
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,
-6-
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) 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 PP&L'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.
-7-
5. ACCOUNT. PP&L shall maintain an Account in the name of each Participant.
Such Account shall be maintained as follows:
(a) PP&L 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) PP&L 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, PP&L will credit Participant's Account with the
difference, if any, between PP&L 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 PP&L
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 PP&L at a time when PP&L 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, PP&L will credit Participant's Account
with an amount equal to the difference, if any, between the value of
PP&L
-8-
contributions that would have been made under ESOP based on
Participant's Cash Compensation and the value of PP&L contributions
actually made for Participant under ESOP.
(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.
-9-
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 PP&L or
an Affiliated Company, as determined by the EBPB in its
discretion;
(ii) if Participant retires from PP&L and all Affiliated Companies
under the Retirement Plan; or
(iii) if Participant resigns or otherwise ceases employment with PP&L
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
-10-
less than $5,000. To the extent necessary, the number of
annual 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 PP&L 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.
-11-
(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 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.
-12-
7. SUPPLEMENTAL PAYMENTS.
(a) Upon his retirement under the Retirement Plan or PP&L's Supplemental
Executive Retirement Plan or upon his death while still employed by
PP&L 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.
-13-
(b) Any Participant who terminates employment with PP&L (by retirement or
otherwise) under circumstances where PP&L 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 under paragraph 7(a). The
preceding sentence shall not apply to any Participant who terminates
employment with PP&L within three (3) years after the effective date of
a Change in Control.
-14-
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.
-15-
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 PP&L's employ or to receive compensation, nor shall
anything in this Plan affect in any way the right of PP&L to terminate
any Participant's employment at any time.
(c) The expenses of administration hereunder shall be borne by PP&L.
(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
PP&L. This Plan shall not require PP&L 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 PP&L 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
-16-
attachment, alienation, garnishment, levy, execution or other legal or
equitable process 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. PP&L 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 PP&L harmless from any claim that arises out of PP&L'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 PP&L will be provided
based on Cash Compensation to Participant.
-17-
10. TERMINATION OR AMENDMENT. The Board of Directors may, in its discretion,
terminate and 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 PP&L
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 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 PP&L 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.
-18-
11. EFFECTIVE DATE. The effective date of this Plan is January 1, 1998.
Executed this ______ day of _______________, 1998.
PP&L, INC.
By:
----------------------------------
John M. Chappelear
Vice President - Investments &
Pensions
-19-