Exhibit 10(m)-2
AMENDMENT NO. 1
TO
PP&L OFFICERS DEFERRED COMPENSATION PLAN
WHEREAS, PP&L, Inc. ("Company") has adopted the PP&L Officers Deferred
Compensation Plan ("Plan") effective July 1, 1985; and
WHEREAS, the Plan was amended and restated effective January 1, 1999; and
WHEREAS, the Company desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective September 14, 1998, Articles 1, 2, 3, 5, 7, 9 and 10 are amended
to read:
1. PURPOSE. The purpose of this Officers Deferred Compensation Plan is to
provide certain executive officers of PP&L, Inc. 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.
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 PP&L (or companies under common control with PP&L)
which are members of the same controlled group of corporations (within
the meaning of section 1563(a) of the Code) as PP&L.
(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
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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 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.
(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.
(j) "ESOP" means the PP&L 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.
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(l) "PARTICIPATING COMPANY" means PP&L, PP&L EnergyPlus Co., and each other
Affiliated Company that is designated by the Board of Directors of PP&L
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) "PP&L" means PP&L, Inc.
(o) "PP&L RESOURCES" shall mean PP&L Resources, Inc.
(p) "RETIREMENT PLAN" means the PP&L 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.
3. ELIGIBILITY. All officers of PP&L in PP&L 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.
5. ACCOUNT. PP&L shall maintain an Account in the name of each Participant.
Such Account shall be maintained as follows:
(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 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.
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(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 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.
7. SUPPLEMENTAL PAYMENTS.
(b) Any Participant who terminates employment with PP&L or an Affiliated
Company (by retirement or otherwise) under circumstances where PP&L 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 under paragraph 7(a). The preceding sentence shall not apply
to any Participant who terminates employment with PP&L or an Affiliated
Company within three (3) years after the effective date of a Change in
Control.
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 or in an Affiliated Company's employ or to receive
compensation, nor shall anything in this Plan affect in any way the
right of PP&L or an Affiliated Company 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 or an Affiliated Company. This Plan shall not require PP&L 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
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an unsecured general creditor of PP&L or an Affiliated Company with
respect to any amounts owed to Participant hereunder.
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 PP&L 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 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.
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
January, 1999.
PP&L, INC.
By:_______________________________
John M. Chappelear
Chairman
Employee Benefit Plan Board
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