-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pWK69IBpfVSTfJL3bMN+LKcLd+OJYxCqhg7+d+cZyTnPBM4kzAFCliYrB7RVUXbC xvS2/uyo+d9qHTXjcpdFjQ== 0000922224-95-000005.txt : 19950517 0000922224-95-000005.hdr.sgml : 19950517 ACCESSION NUMBER: 0000922224-95-000005 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950515 EFFECTIVENESS DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PP&L RESOURCES INC CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-50031-99 FILM NUMBER: 95540133 BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET STREET 2: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 181011179 S-8 POS 1 (PENNSYLVANIA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE) John R. Biggar Vice President-Finance 610/774-5613 FAX: 610/774-5106 May 15, 1995 VIA EDGAR TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: PENNSYLVANIA POWER & LIGHT COMPANY INCENTIVE COMPENSATION PLAN Dear Sirs: In connection with the assumption by PP&L Resources, Inc. (the "Company") of the Incentive Compensation Plan of Pennsylvania Power & Light Company, we transmit herewith for filing pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Company's post-effective amendment no. 1 to Registration Statement No. 33-50031 on Form S-8, including an Exhibit Index and those exhibits filed therewith. We are separately sending a paper copy of the filing transmitted herewith as required by EDGAR Rule 901(d). The Company hereby represents that it has reviewed and satisfied the eligibility criteria for use of Form S-8. All reports required to be filed under the Securities Exchange Act of 1934 have been filed and such reports are complete. Please send copies of any communications which may be addressed to the Company in connection with the enclosed post-effective amendment to: Vincent Pagano, Esquire Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017-3909 EDGAR Mailbox #72731,320 Very truly yours, /s/ John R. Biggar Enclosures cc: Mr. H. Roger Schwall Registration No. 33-50031 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 OF PENNSYLVANIA POWER & LIGHT COMPANY Under THE SECURITIES ACT OF 1933 PP&L RESOURCES, INC. (Exact name of registrant as specified in its charter) Commonwealth of Pennsylvania 23-2758192 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) Two North Ninth Street Allentown, Pennsylvania 18101 (610) 774-5151 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JOHN R. BIGGAR, Vice President - Finance Pennsylvania Power & Light Company Two North Ninth Street Allentown, PA 18101 (610) 774-5151 (Name, address, including zip code, and telephone number of agent for service) 400,000 Shares PP&L RESOURCES, INC. Common Stock This Prospectus relates to up to 400,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), of PP&L Resources, Inc. (the "Company") which have been and may be awarded pursuant to the Company's Incentive Compensation Plan, as amended (the "Plan"), some of which may be offered from time to time hereby by the persons named under "Selling Shareowners" herein. The Selling Shareowners have advised the Company that any sales of the shares which may be offered by this Prospectus may be made from time to time on the New York or Philadelphia Stock Exchanges at prices and on terms then obtainable. The Company will receive no part of the proceeds of any sales of shares which may be offered hereunder. See "Selling Shareowners" herein for information concerning the Selling Shareowners. The Selling Shareowners and brokers acting on their behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in which event commissions received by such brokers may be deemed to be underwriting commissions under such Act. The Company will pay all expenses incurred by it in connection with this offering. The Company's Common Stock is traded on the New York and Philadelphia Stock Exchanges under the symbol PPL. On May 10, 1995 the last reported sale price per share for the Common Stock was $18.125. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May 15, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, and at the following Regional Offices of the Commission: Suite 1400, 500 West Madison Street, Chicago, IL 60661; and Seven World Trade Center, Suite 1306, New York, NY 10048. Copies of this material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, DC 20549. The Common Stock is listed on the New York and Philadelphia Stock Exchanges. Reports, proxy statements and other information concerning the Company can be inspected and copied at the respective offices of those exchanges at 20 Broad Street, New York, NY 10005; and at 1900 Market Street, Philadelphia, PA 19103. In addition, reports, proxy statements and other information concerning the Company can be inspected at the offices of the Company, Two North Ninth Street, Allentown, PA 18101. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated herein by reference and made a part hereof: 1. The Annual Report on Form 10-K of Pennsylvania Power & Light Company ("PP&L") for the year ended December 31, 1994. 2. The Company's Registration Statement on Form 8-B relating to the Company's Common Stock. 3. The Current Reports on Form 8-K of PP&L dated January 3, 1995, February 1, 1995, February 27, 1995, and April 27, 1995. 4. The Current Report on Form 8-K of the Company dated April 27, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. COPIES OF THE DOCUMENTS REFERRED TO ABOVE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN) WILL BE FURNISHED UPON REQUEST WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED. WRITTEN OR TELEPHONE REQUESTS SHOULD BE DIRECTED TO PENNSYLVANIA POWER & LIGHT COMPANY, TWO NORTH NINTH STREET, ALLENTOWN, PA 18101, ATTENTION: INVESTOR SERVICES DEPARTMENT (800/345- 3085). THE COMPANY The Company was incorporated under the laws of the Commonwealth of Pennsylvania in 1994. The Company's general offices are located at Two North Ninth Street, Allentown, PA 18101, and its telephone number is 610/774-5151. The Company is a holding company whose principal subsidiary, PP&L, is a regulated electric utility which serves approximately 1.2 million customers in a 10,000 square mile territory in 29 counties of central eastern Pennsylvania, with a population of approximately 2.6 million persons. This service area has 128 communities with populations over 5,000, the largest of which are the cities of Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport. The Company will engage in unregulated business activities through other subsidiaries. Such unregulated activities are expected to include the construction and/or operation of power plants in North America and elsewhere. SECURITIES OFFERED HEREBY The Prospectus relates to up to 400,000 shares of Common Stock that have been and may be awarded under the Plan, some of which may be offered from time to time hereby by the Selling Shareowners. USE OF PROCEEDS The shares of Common Stock offered hereby are being sold by the Selling Shareowners. The Company will not receive any of the proceeds from such sales. SELLING SHAREOWNERS The following is a list of Selling Shareowners who have received awards under the Plan, their affiliation with the Company and the number of shares awarded to them under the Plan that may be offered from time to time hereby. None of the Selling Shareowners either individually or as a group beneficially owns 1% or more of the outstanding shares of the Company's Common Stock. The Selling Shareowners listed below may sell some or all of the shares which they have been awarded under the Plan pursuant to this Prospectus, until such time as such shares become available for resale without registration according to the terms of Rule 144(k) under the Securities Act of 1933, as amended. Inclusion of these individuals in the following list does not constitute an acknowledgment by the Company or by any of these individuals that any one of these persons is an affiliate (as that term is defined in Rule 144(a) or any other securities law or regulation) of the Company. Number of Plan Shares That May Be Name Affiliation with the Company Offered Hereby Linda C. Bartholomew Vice President-Public Affairs, PP&L 2,285 John R. Biggar Vice President-Finance, PP&L 4,648 Robert G. Byram Senior Vice President-Nuclear, PP&L 4,522 G. D. Caliendo Former Senior Vice President, General Counsel & Secretary, PP&L (retired) 5,980 Steven H. Cantone Former Vice President-Northeast Division, PP&L (retired) 2,000 John M. Chappelear Vice President-Investment & Pensions, PP&L 3,843 Robert M. Geneczko Vice President-Electrical Systems, PP&L 865 Robert S. Gombos Vice President-Mobile Work Force, PP&L 4,586 William F. Hecht Chairman, President & Chief Executive Officer 12,450 Michael D. Hill Vice President-Information Services, PP&L 796 Ronald E. Hill Senior Vice President-Financial and Treasurer 4,728 George T. Jones Vice President-Nuclear Engineering, PP&L 1,111 John T. Kauffman Director 18,940 John P. Kierzkowski Vice President and Treasurer, PP&L 3,011 Joseph C. Krum Former Senior Vice President-Division Operations, PP&L (retired) 6,424 Frank A. Long Executive Vice President 8,216 Jay J. McCabe Controller 367 Grayson E. McNair Former Vice President-Lehigh Division, PP&L (retired) 4,329 John R. Menichini Vice President-Customer Services, PP&L 2,752 Clair W. Noll Former Vice President-Information Services PP&L (retired) 2,906 Edward F. Reis Former Vice President-Corporate Planning, PP&L (retired) 1,704 John E. Roth Former Vice President-Northern Division, PP&L (retired) 1,145 Charles E. Russoli Former Executive Vice President and Chief Financial Officer, PP&L (retired) 15,210 John H. Saeger Former Vice President-Lancaster Division PP&L (retired) 3,644 Robert J. Shovlin Vice President-Power Production & Engineering, PP&L 1,980 H. Gene Stanley Vice President-Nuclear Operations, PP&L 1,168 Raymond F. Suhocki Vice President-Marketing & Economic Development, PP&L 2,146 ____________________ CERTAIN TAX MATTERS. In the opinion of Michael A. McGrail, Esq., Senior Counsel of PP&L, the Common Stock is exempt from existing personal property taxes in Pennsylvania. LISTING. The Common Stock is listed on the New York and Philadelphia Stock Exchanges. TRANSFER AGENTS AND REGISTRARS. The Transfer Agents and Registrars for the Common Stock are PP&L and Norwest Bank Minnesota, N.A., South St. Paul, MN. EXPERTS The consolidated financial statements and related financial statement schedules of the Company incorporated in this Prospectus by reference from PP&L's 1994 Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent public accountants, as stated in their reports (such reports are unqualified but contain an explanatory paragraph concerning a change in accounting principles) which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in auditing and accounting. Statements made herein and in the documents incorporated by reference in this Prospectus as to matters of law and legal conclusions have been reviewed by Michael A. McGrail, Esq., Senior Counsel of PP&L, and have been made in reliance on his authority as an expert. Mr. McGrail is a full-time employee of PP&L. ____________________ No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus is not an offer to sell or a solicitation of an offer to buy in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference and made a part hereof: 1. The Annual Report on Form 10-K of Pennsylvania Power & Light Company ("PP&L") for the year ended December 31, 1994. 2. The Registration Statement of PP&L Resources, Inc. (the "Company") on Form 8-B relating to the Company's Common Stock. 3. The Current Reports on Form 8-K of PP&L dated January 3, 1995, February 1, 1995, February 27, 1995 and April 27, 1995. 4. The Current Report on Form 8-K of the Company dated April 27, 1995. All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the Prospectus and prior to the termination of the offering of the Common Stock offered hereby shall be deemed to be incorporated by reference in the Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents listed above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. The consolidated financial statements and related financial statement schedules of the Company incorporated in the Prospectus by reference from PP&L's 1994 Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent public accountants, as stated in their reports (such reports are unqualified but contain an explanatory paragraph concerning a change in accounting principles) which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in auditing and accounting. Item 4. Description of Securities. The Common Stock of the Company is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel. Statements made herein, in the information statement provided to Plan participants, in the Selling Shareowners' Prospectus and in the documents incorporated by reference in this post-effective amendment as to matters of law and legal conclusions have been reviewed by Michael A. McGrail, Esq., Senior Counsel of the Company, and have been made in reliance on his authority as an expert. Mr. McGrail is a full-time employee of PP&L. See the last paragraph of Item 3. Item 6. Indemnification of Directors and Officers Section 7.01 of the By-laws of the Company reads as follows: "Section 7.01. Indemnification of Directors and Officers. (a) Right to Indemnification. Except as prohibited by law, every director and officer of the corporation shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as "action"). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the board of directors at any time denominates such person as entitled to the benefits of this Section 7.01. As used herein, "expense" shall include fees and expenses of counsel selected by such person; and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement. (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section 7.01 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prose- cuting such claim. It shall be a defense to any such action that the conduct of the claimant was such that under Pennsylvania law the corporation would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law. (c) Insurance and Funding. The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under the provisions of this Section 7.01. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. (d) Non-Exclusivity; Nature and Extent of Rights. The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, bylaw or charter provision, vote of shareholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal." Directors and officers of the Company may also be indemnified in certain circumstances pursuant to the statutory provisions of general application contained in Pennsylvania law. The Company presently has insurance policies which, among other things, include liability insurance coverage for officers and directors under which officers and directors are covered against any "loss" by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. "Loss" is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty. Item 7. Exemption from Registration Claimed. Shares previously issued under the Plan were issued in reliance upon Securities and Exchange Commission Release No. 33-6188 and Release No. 33- 6281 and Section 4(2) of the Securities Act of 1933. Item 8. Exhibits. Reference is made to the information contained in the Exhibit Index filed as part of this post-effective amendment, which information is incorporated herein by reference pursuant to Rule 411 of the Securities and Exchange Commission's Rules and Regulations under the Securities Act of 1933. Item 9. Undertakings. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, another post-effective amendment to Registration Statement No. 50031: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1993 (the "Act"); (ii) to reflect in any such subsequent post-effective amendment any facts or events arising after the effective date of this post-effective amendment (or the most recent subsequent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this post-effective amendment; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this post-effective amendment or any material change to such information in this post-effective amendment; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this post-effective amendment. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this post-effective amendment shall be deemed to be a new post-effective amendment relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions of the By-laws of the Company and the provisions of Pennsylvania law described under Item 6 above, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 15th day of May, 1995. PP&L RESOURCES, INC. By: /s/ William F. Hecht William F. Hecht, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post- effective amendment has been signed below by the following persons in the capacities indicated on the 15th day of May, 1995. Signature Title /s/ William F. Hecht Principal Executive William F. Hecht, Chairman, President Officer and Director /s/ R. E. Hill Principal R. E. Hill, Senior Vice President- Financial Officer Financial and Treasurer /s/ J. J. McCabe Principal J. J. McCabe, Controller Accounting Officer Richard S. Barton, E. Allen Deaver, Nance K. Dicciani, William J. Flood, Daniel G. Gambet, Elmer D. Gates, Derek C. Hathaway, Stuart Heydt, Clifford L. Jones, Directors John T. Kauffman, Robert Y. Kaufman, Ruth Leventhal, Frank A. Long, Norman Robertson and David L. Tressler By /s/ William F. Hecht Attorney-in-Fact PENNSYLVANIA POWER AND LIGHT COMPANY EXHIBIT INDEX The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. The balance of the Exhibits have heretofore been filed with the Commission and pursuant to Rule 411 are incorporated herein by reference. 3(i) - Copy of Articles of Incorporation (Exhibit B to Proxy Statement of Pennsylvania Power & Light Company and Prospectus of PP&L Resources, Inc., dated March 9, 1995) 3(ii) - Copy of By-laws (Exhibit 3.2 to Registration Statement No. 33-57949) *5(a) - Opinion of Michael A. McGrail, Esq. with respect to legality of securities being registered hereunder *5(b) - Opinion of Simpson Thacher & Bartlett with respect to legality of securities being registered hereunder 8 - Opinion of Michael A. McGrail, Esq. with respect to the exemption of Common Stock of the Company from the Penn- sylvania personal property tax (Reference is made to Exhibit 5(a) filed herewith) *10 - Copy of Amended and Restated Incentive Compensation Plan *23(a) - Consent of Deloitte & Touche LLP 23(b) - Consent of Michael A. McGrail, Esq. (Reference is made to Exhibit 5(a) filed herewith) 23(c) - Consent of Simpson Thacher & Bartlett (Reference is made to Exhibit 5(b) filed herewith) *24 - Power of Attorney EX-5 2 Exhibit 5(a) (PENNSYLVANIA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE) May 15, 1995 PP&L Resources, Inc. Two North Ninth Street Allentown, Pennsylvania 18101 Dear Sirs: I am Senior Counsel of Pennsylvania Power & Light Company ("PP&L") and, as such, am familiar with the affairs of PP&L and its parent company, PP&L Resources, Inc. ("Resources"). With respect to the post-effective amendment to Registration Statement No. 33-50031 on Form S-8 to be filed by Resources on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the assumption by Resources of PP&L's Incentive Compensation Plan (the "Plan") and 400,000 shares of Resources' Common Stock (the "Shares"), par value $.01 per share, in connection therewith, I wish to advise you as follows: I am of the opinion that Resources is a corporation validly organized and existing under the laws of the Commonwealth of Pennsylvania and is duly qualified to carry on the business which it is now conducting in that Commonwealth. I am further of the opinion that the Shares that have been awarded to participants in the Plan ("Participants") have been legally issued and are fully paid and nonassessable and that, when appropriate action has been taken by the Management Development and Compensation Committee of the Board of Directors of Resources and when such Shares have been awarded to Participants, or issued upon exercise of options granted to Participants, in each case in accordance with the provisions of the Plan, any Shares to be so awarded or issued to such Participants will be legally issued, fully paid and nonassessable. For purposes of the foregoing opinion, I have assumed that the Shares issued by Resources after the date hereof that are later purchased by Resources for awards to Participants, or issuance upon exercise of options awarded to Participants, under the Plan will, when originally issued by Resources, be legally issued. I am of the opinion that the Common Stock of Resources is exempt from existing personal property taxes in the Commonwealth of Pennsylvania. I have reviewed those statements of law and legal conclusions stated to be made upon my authority in this post-effective amendment and, in my opinion, such statements are correct. I hereby consent to the use of this opinion as an exhibit to said post-effective amendment and to the use of my name in the post-effective amendment. I also hereby give my consent to the use of my name in the opinion of Simpson Thacher & Bartlett, filed as an exhibit to said post- effective amendment. Very truly yours, /s/ Michael A. McGrail EX-5 3 Exhibit 5(b) (SIMPSON THACHER & BARTLETT LETTERHEAD APPEARS HERE) May 15, 1995 PP&L Resources, Inc. Two North Ninth Street Allentown, Pennsylvania 18101 Ladies and Gentlemen: With respect to post-effective amendment no. 1 to Registration Statement No. 50031 on Form S-8 (the "Registration Statement") of Pennsylvania Power & Light Company ("PP&L") being filed by PP&L Resources, Inc. (the "Company"), relating to 400,000 shares of the Common Stock, par value $.01 per share, of the Company (the "Shares") to be registered under the Securities Act of 1933, as amended (the "Act"), in connection with the Company's assumption of PP&L's Incentive Compensation Plan (the "Plan"), we wish to advise you as follows: We are of the opinion that the Shares that have been awarded to participants in the Plan ("Participants") have been legally issued and are fully paid and nonassessable and that, when appropriate action has been taken by the Management Development and Compensation Committee of the Board of Directors of the Company and when such Shares have been awarded to Participants, or issued upon exercise of options granted to Participants, in each case in accordance with the provisions of the Plan, any Shares to be so awarded or issued to such Participants will be legally issued, fully paid and nonassessable. For purposes of the foregoing opinion, we have assumed that Shares issued by the Company after the date hereof that are later purchased by the Company for awards to Participants, or issuance upon exercise of options awarded to Participants, under the Plan will, when originally issued by the Company, be legally issued. Insofar as this opinion relates to matters governed by the laws of the Commonwealth of Pennsylvania, we have relied upon the opinion of Michael A. McGrail, Esq., to be filed an as exhibit to the post-effective amendment. We hereby consent to the filing of this opinion as an exhibit to the post-effective amendment. Very truly yours, /s/ Simpson Thacher & Bartlett EX-10 4 Exhibit 10 PENNSYLVANIA POWER & LIGHT COMPANY INCENTIVE COMPENSATION PLAN EFFECTIVE JANUARY 1, 1987 Amended and Restated Effective as of Shareowner Approval PENNSYLVANIA POWER & LIGHT COMPANY INCENTIVE COMPENSATION PLAN EFFECTIVE JANUARY 1, 1987 TABLE OF CONTENTS SECTION PAGE 1 Purpose of the Plan.................................. 1 2 Definitions.......................................... 1 3 Effective Date and Duration.......................... 3 4 Administration of the Plan........................... 3 5 Grant of Awards and Limitation of Number of Shares Awarded.......................... 3 6 Eligibility.......................................... 4 7 Restricted Stock..................................... 4 8 Stock Options........................................ 5 9 Amendment of the Plan................................ 8 10 Miscellaneous Provisions............................. 8 PENNSYLVANIA POWER & LIGHT COMPANY INCENTIVE COMPENSATION PLAN SECTION 1. PURPOSE OF THE PLAN. The purpose of the Incentive Compensation Plan (the "Plan") is to provide a method whereby officers and other key employees of Pennsylvania Power & Light Company (the "Company") may be awarded additional remuneration for performance in meeting specific Company objectives in a form that increases their ownership interest and encourages them to remain in the employ of the Company. SECTION 2. DEFINITIONS. The following definitions are applicable to the Plan: A. "Award" means, individually or collectively, Options or Restricted Stock granted hereunder. B. "Board" means the Board of Directors of Resources. C. "Code" means the Internal Revenue Code of 1986, as may be amended from time to time. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations promulgated thereunder. D. "Committee" means not less than three members of the Board who are not eligible to receive Awards, have been designated by the Board to act as the Committee and qualify as disinterested directors under the Securities Exchange Act of 1934. E. "Common Stock" means the Common Stock of Resources. F. "Date of Grant" means the date on which the granting of an Award is authorized by the Committee or such later date as may be specified by the Committee in such authorization. G. "Disability" or "Disabled" means the inability of the Participant to perform each and every duty pertaining to the Participant's regular occupation by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six months. H. "Early Retirement" means Retirement prior to the Normal Retirement Date. I. "Early Retirement Date" means the Early Retirement Date as that term is defined in the Company's retirement plan. J. "Eligible Employee" means any person employed by the Company, its subsidiaries or affiliates on a regularly scheduled basis during any portion of a period for which an Award is made and who satisfies all of the requirements of Section 6. K. "Fair Market Value" means the average of the high and low sale prices of the Common Stock in regular way New York Stock Exchange Composite Transactions on the day immediately preceding the date as of which Fair Market Value is being determined or, if no Common Stock is traded on the date immediately preceding the date as of which Fair Market Value is being determined, Fair Market Value shall be the average of the high and low sale prices of the Common Stock in regular way New York Stock Exchange Composite Transactions on the next preceding day on which the Common Stock is traded. L. "Incentive Stock Option" means an incentive stock option within the meaning of Section 422A of the Code. M. "Late Retirement Date" means the Late Retirement Date as that term is defined in the Company's retirement plan. N. "Normal Retirement Date" means the Normal Retirement Date as that term is defined in the Company's retirement plan. O. "Option" or "Stock Option" means either an Incentive Stock Option or a nonqualified stock option granted under Section 8 with respect to Common Stock. P. "Option Period" or "Option Periods" means the period or periods during which an Option is exercisable as described in Section 8F. Q. "Participant" means an Eligible Employee who has been granted an Award under the Plan. R. "Plan" means the Pennsylvania Power & Light Company Incentive Compensation Plan. S. "PP&L" means the Company. T. "Resources" means PP&L Resources, Inc. U. "Restricted Stock" means Common Stock awarded to a Participant under Section 7. V. "Restriction Period" means that period of time determined by the Committee pursuant to Section 7B that a Restricted Stock Award is subject to restriction. W. "Retirement" means retirement (whether on the Early Retirement Date, the Normal Retirement Date or the Late Retirement Date) pursuant to the Company's retirement plan or retirement under the Supplemental Executive Retirement Plan. X. "Retirement Date" means the Early Retirement Date, the Normal Retirement Date, or the Late Retirement Date of a Participant, as the case may be or the date Participant commences benefits under the Supplemental Executive Retirement Plan. Y. "Termination" means resignation or discharge from employment with the Company except in the event of death, Disability or Retirement. SECTION 3. EFFECTIVE DATE AND DURATION. Upon the approval of the Plan by the holders of a majority of the shares of 4-1/2% Preferred Stock, Series Preferred Stock, Preference Stock and Common Stock present (either in person or by proxy) at the 1987 Annual Meeting of shareowners, the Plan became effective on January 1, 1987. The Plan as amended and restated shall become effective on January 1, 1995 upon the approval of the amended and restated Plan by the holders of a majority of the shares of 4-1/2% Preferred Stock, Series Preferred Stock, Preference Stock and Common Stock present (either in person or by proxy) at the 1995 Annual Meeting of Shareowners. Awards of Incentive Stock Options may be made under the Plan for a period of ten years after April 26, 1995. The Plan shall continue in effect until all matters relating to the payment of Awards and the administration of the Plan have been settled. SECTION 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee. The Committee shall have full power and authority to make Awards to Eligible Employees pursuant to the provisions of the Plan, to interpret the provisions of the Plan and to supervise the administration of the Plan. All decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding upon all parties affected thereby. SECTION 5. GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES AWARDED. The Committee may, from time to time, grant Awards to one or more Eligible Employees, provided that: (i) subject to any adjustment pursuant to Section 10G, the aggregate number of shares of Common Stock subject to Awards (including Incentive Stock Options) may not exceed 200,000 shares; (ii) to the extent that an Award lapses or is forfeited or the rights of the Partic- ipant to whom an Award was granted terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan; and (iii) shares delivered under the Plan may be authorized and unissued Common Stock, Common Stock held in the treasury of Resources or Common Stock purchased on the open market (including private purchases) in accordance with applicable securities laws. In determining the size of the Awards, the Committee shall assess the performance of the Eligible Employees against criteria to be established by the Committee from time to time based on corporate performance, including shareowner and customer-related factors, and shall take into account the Participant's responsibility level, potential, cash compensation level and the Fair Market Value of the Common Stock at the time of Awards, as well as such other matters as the Committee deems appropriate. SECTION 6. ELIGIBILITY. Officers and other key employees of the Company (including officers or employees who are members of the Board, but excluding directors who are not officers or employees) who, in the opinion of the Committee, are mainly responsible for the continued growth, development and financial success of the Company shall be eligible to be granted Awards under the Plan. Subject to the provisions of the Plan, the Committee shall from time to time select from such eligible persons those to whom Awards shall be granted and determine the amount of such Award. No officer or employee of the Company shall have any right to be granted an Award under the Plan. SECTION 7. RESTRICTED STOCK. A. Grants of Restricted Stock. An Award of Restricted Stock shall be granted in the form of shares of Common Stock, restricted as provided in this Section 7. The Restricted Stock shall be issued without the payment of consideration by the Participant. The certificates for the Restricted Stock shall be issued in the name of the Participant to whom the Award is made, shall be retained by the Company on behalf of the Participant (together with a stock power endorsed in blank) and shall bear a restrictive legend prohibiting the sale, transfer, pledge or hypothecation of the Restricted Stock until the expiration of the Restriction Period. The Committee may also impose such other restrictions and conditions on the Restricted Stock as it deems appropriate. Upon the issuance to the Participant of Restricted Stock, the Participant shall have the right to vote the Restricted Stock and receive cash dividends distributable with respect to such Stock. Upon completion of the Restriction Period, all restrictions on the Award will expire and new certificates representing the Restricted Stock will be issued without the restrictive legend described in this Section 7. As a condition precedent to the receipt of new certificates, the Participant (or the Participant's designated beneficiary or personal representative) will agree to make payment to the Company in the amount of any Federal, state or local taxes, payable by the Participant, which are required to be withheld by the Company with respect to the Award. B. Restriction Period. At the time a Restricted Stock Award is granted, the Committee shall establish a Restriction Period applicable to such Award which shall be not less than three years and not more than ten years from the Date of Grant, subject to the provisions of Section 7C. Each Restricted Stock Award may have a different Restriction Period. Notwithstanding the other provisions of this Section 7: (i) in the event of a public tender offer for all or any portion of the Common Stock or in the event that any proposal to merge or consolidate Resources with another company is submitted to the shareowners of Resources for a vote, the Committee in its sole discretion may change or eliminate the Restriction Period and; (ii) the Committee is authorized in its sole discretion to accel- erate the time at which any or all of the restrictions on all or any part of a Restricted Stock Award shall lapse or to remove any or all of such restrictions whenever the Committee may decide that changes in tax or other laws or other circumstances arising after the granting of a Restricted Stock Award make such action appropriate; provided, however, that no acceleration or removal of restrictions shall result in payout of stock to the Participant less than six months after the Date of Grant except pursuant to Section 7C below upon the termination, death, Disability or Retirement of the Participant. C. Forfeiture or Payout of Award. Restricted Stock Awards are subject to forfeiture or payout (i.e., removal of restrictions) as follows: (i) Termination - the Restricted Stock Award will be completely forfeited. (ii) Retirement - payout of the Restricted Stock Award will be prorated for service during the restriction period. (iii) Early Retirement - payout of the Restricted Stock Award will be prorated for service during the restriction period. (iv) Disability - payout of the Restricted Stock Award will be prorated as if the Participant had maintained active employment until the Normal Retirement Date. (v) Death - payout of the Restricted Stock Award will be prorated as if the Participant had maintained active employment until the Normal Retirement Date. In any instance where payout of a Restricted Stock Award is to be prorated, the Committee may choose to provide the Participant (or the Participant's estate) with the entire Award rather than the prorated portion thereof. Any Restricted Stock which is forfeited will be transferred to Resources. D. Section 83(b) Election. As a condition of receiving Restricted Stock, a Participant shall agree in writing to notify the Company within 30 days of the Date of Grant whether or not the Participant has made an election under Section 83(b) of the Code to report the value of the Restricted Stock as income on the Date of Grant. SECTION 8. STOCK OPTIONS. A. Grant of Option. One or more Options may be granted to any Eligible Employee. B. Notification of the Grant of an Option. Each Option granted under the Plan shall be evidenced by a Notification of the Grant of an Option ("Notification"). The Notification shall contain such provisions determined by the Committee, including, without limitation, provisions to qualify Incentive Stock Options as such under Section 422A of the Code; provided, however, that each Notification must include the following terms and condi- tions: (i) that the Options are exercisable either in whole or in part, with a partial exercise not affecting the exercisability of the balance of the Option; (ii) every share of Common Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise; (iii) each Option shall cease to be exercisable, as to any share of Common Stock, upon the first to occur of (a) the Participant's purchase of the Common Stock to which the Option relates; or (b) the lapse of the Option; (iv) Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representa- tive; and (v) notwithstanding any other provision, in the event of a public tender for all or any portion of the Common Stock or in the event that any proposal to merge or consolidate the Company with another company is submitted to the shareowners of the Company for a vote, the Committee, in its sole discretion, may declare any previously granted Option to be immediately exercisable. C. Exercise of an Option. A Participant shall exercise an Option by executing and delivering to the Company an "Election to Exercise an Option." The Election to Exercise an Option shall be in such form and shall contain such provisions consistent with the terms of this Plan and the Notification with respect to such Option as determined by the Committee, including, without limitation, provisions to qualify Incentive Stock Options as such under Section 422A of the Code. D. Option Price. The Option price per share of Common Stock shall be set forth in the Notification, but shall not be less than 100% of the Fair Market Value as of the Date of Grant. E. Form of Payment. At the time of the exercise of the Option, the Option price shall be payable in cash in United States dollars or in other shares of Common Stock or in a combination of cash and other shares of Common Stock. When Common Stock is used in full or partial payment of the Option price, it shall be valued at the Fair Market Value as of the date the Option is exercised. F. Other Terms and Conditions. The Option shall become exercisable in such manner and within such Option Period or Periods, not to exceed ten years from its Date of Grant, as set forth in the Notification upon payment in full. Except as otherwise provided in this Plan or in the Notification, any Option may be exercised in whole or in part at any time more than six months after the Date of Grant. G. Lapse of Option. An Option will lapse upon the first to occur of any of the following circumstances: (i) ten years from the Date of Grant; (ii) on the 90th day following the Participant's Retirement Date; (iii) at the time of a Participant's Termination; or (iv) at the expiration of the Option Period set forth in the Notification. However, if the Participant dies within the Option Period and prior to the lapse of the Option, the Option shall lapse unless it is exercised within the Option Period or one year from the date of the Participant's death, whichever is earlier, by the Participant's legal representative or representatives or by the person or persons entitled to do so under the Participant's will or, if the Participant shall fail to make testamentary disposition of such Option or shall die inte- state, by the person or persons entitled to receive said Option under the applicable laws of descent and distribution. H. Rights as a Shareowner. A Participant or a transferee of a Participant shall have no rights as a shareowner with respect to any shares of Common Stock covered by an Option until the date of the issuance of a certificate for such shares of Common Stock. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 10G. I. Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the exchange of outstanding Options (to the extent not theretofore exercised) for the granting of new Options in substitution therefor. Notwithstanding the foregoing, no modification of an Option shall, without the consent of the Participant, alter or adversely affect the rights or obligations of a Participant under any Option theretofore granted under the Plan. J. Early Disposition of Common Stock. If a Participant shall dispose of any shares of Common Stock purchased pursuant to an Incentive Stock Option within one year from the date the shares were acquired or within two years from the Date of Grant of the Option under which such shares of Common Stock were purchased, then, to provide the Company or Resources with the oppor- tunity to claim the benefit of any income tax deduction which may be avail- able to it under the circumstances, the Participant shall within ten days of such disposition notify the Company of the dates of acquisition and disposition of such shares of Common Stock, the number of shares so disposed and the consideration, if any, received therefor. K. Individual Dollar Limitations. In the case of an Incentive Stock Option, the aggregate fair market value (determined at the time such Option is granted) of the Common Stock with respect to which an Incentive Stock Option is exercisable for the first time by an Eligible Employee during any calendar year (whether under this Plan or another plan or arrangement of the Company or any of its subsidiaries) shall not exceed $100,000 (or such other limit as may be in effect under the Code on the date of exercise). L. No Obligation to Exercise Option. The granting of an Option shall impose no obligation on the Participant to exercise such Option. SECTION 9. AMENDMENT OF THE PLAN. The Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, except: (i) no such action may be taken without approval by the shareowners of Resources which materially increases the benefits accruing to Participants pursuant to the Plan, increases the number of shares of Common Stock which may be issued pursuant to the Plan (except as provided in Section 10G) or materially modi- fies the requirements as to eligibility for participation in the Plan; and (ii) no such action may be taken without the consent of the Participant to whom any Award shall theretofore have been granted, which adversely affects the rights of such Participant concerning such Award, except as such termination or amendment of the Plan is required by statute, or rules and regulations promulgated thereunder. SECTION 10. MISCELLANEOUS PROVISIONS. A. Nontransferability. No benefit provided under the Plan shall be subject to alienation or assignment by a Participant (or by any person entitled to such benefit pursuant to the terms of the Plan) or subject to attachment or other legal process of whatever nature. Any attempted alienation, assignment or attachment shall be void and of no effect. Payment shall be made only to the Participant entitled to receive the same or to the Participant's authorized legal representative. Deposit of any sum in any financial institution to the credit of any Participant (or of a person entitled to such sum pursuant to the terms of the Plan) shall constitute payment to that Participant (or such person). The Company 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 the Company harmless from any claim that arises out of the Company'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. B. No Employment Right. Neither this Plan nor any action taken hereunder shall be construed as giving any right to be retained as an employee of the Company. C. Tax Withholding. Participants may be required to pay to the Company the amount of any Federal, state or local taxes which the Company is required to withhold with respect to an Award. At the request of a Participant, or as required by law, such sums as may be required for the payment of any estimated or accrued income tax liability may be withheld by the Company and paid over to the governmental entity entitled to receive the same. The Committee, in its sole discretion, may permit a Participant to satisfy all or part of such Participant's withholding tax obligation incident to the vesting of Restricted Stock by having the Company withhold a portion of the shares of Restricted Stock that otherwise would be issued to the Participant. Such shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. The payment of withholding taxes by surrendering shares to the Company, if permitted by the Committee, shall be subject to such restrictions as the Committee may impose, including any restrictions required by the rules of the Securities and Exchange Commission. D. Government and Other Regulations. The obligation of the Company to make payment of Awards shall be subject to all applicable laws, rules and regulations, and to such approvals by any government agencies as may be required. E. Indemnification. Each person who is or at any time serves as a member of the Board, the Committee or PP&L's Board of Directors shall be indemnified and held harmless by the Company against and from: (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action or failure to act under the Plan; and (ii) any and all amounts paid by such person in satisfaction of judgment in any such action, suit or proceeding relating to the Plan. Each person covered by this indemnification shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person's own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the bylaws of Resources, as a matter of law, or otherwise, or any power that Resources may have to indemnify such person or hold such person harmless. F. Reliance on Reports. Each member of the Board, the Committee and PP&L's Board of Directors shall be fully justified in relying or acting in good faith upon any report made by the independent public accountants of, or counsel for, the Company or Resources and upon any other information furnished in connection with the Plan. In no event shall any person who is or shall have been a member of the Board, the Committee or PP&L's Board of Directors be liable for any determination made or other action taken or any omission to act in reliance upon any such report or information or for any action taken, including the furnishing of information, or failure to act, if in good faith. G. Changes in Capital Structure. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, combination or exchange of shares or other similar changes in the Common Stock, appropriate adjustments shall be made in the shares of Restricted Stock theretofore awarded to the Participants, the shares of Common Stock subject to outstanding and unexercised Options and the aggregate number of shares of Common Stock which may be awarded pursuant to the Plan. Such adjustments shall be conclusive and binding for all purposes. Additional shares of Restricted Stock issued to a Participant as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate. H. Company Successors. In the event Resources becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which Resources will not be the surviving corporation or in which the holders of the Common Stock will receive securities of another corporation, then such other corporation shall assume the rights and obligations of Resources under this Plan. I. Governing Law. All matters relating to the Plan or to Awards granted hereunder shall be governed by the laws of the Commonwealth of Pennsylvania without regard to the principles of conflict of laws. J. Relationship to Other Benefits. The value of Awards hereunder and dividends paid on the Common Stock during the Restriction Period, will be considered earnings for purposes of the Company's Supplemental Executive Retirement Plan and Executive Retirement Security Plan to the extent provided for therein. Otherwise, Awards under the Plan shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, disability or group insurance plan of the Company except as may be required by Federal tax law and regulation or to meet other applicable legal requirements. K. Expenses. The expenses of administering the Plan shall be borne by the Company. L. Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. M. Compliance with Rule 16b-3. With respect to Participants subject to Section 16 of the Securities Exchange Act of 1934, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Committee involving such a Participant is deemed not to com- ply with an applicable condition of Rule 16b-3, it shall be null and void to the extent permitted by law and deemed advisable by the Committee. IN WITNESS WHEREOF, the Company has authorized its duly appointed officers to execute this amended and restated Plan this 23rd day of January 1995. PENNSYLVANIA POWER & LIGHT COMPANY By: /s/ John M. Chappelear John M. Chappelear Chairman Employee Benefit Plan Board EX-23 5 Exhibit 23(a) (DELOITTE & TOUCHE LLP LETTERHEAD APPEARS HERE) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this post-effective amendment to Registration Statement No. 33-50031 of Pennsylvania Power & Light Company on Form S-8 of our report dated February 3, 1995, appearing in the Annual Report on Form 10-K of Pennsylvania Power & Light Company for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in such post-effective amendment. /s/ Deloitte & Touche LLP May 8, 1995 EX-24 6 Exhibit 24 PP&L RESOURCES, INC. INCENTIVE COMPENSATION PLAN POWER OF ATTORNEY The undersigned directors of PP&L Resources, Inc., a Pennsylvania corporation, hereby appoint William F. Hecht, Frank A. Long and R. E. Hill their true and lawful attorney, and each of them their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for the undersigned directors and in their names to file with the Securities and Exchange Commission, Washington, D.C., under provisions of the Securities Act of 1933, as amended, one or more post-effective amendments to Registration Statement No. 33-50031, whether said amendments add to, delete from or otherwise alter such Registration Statement, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capabilities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 26th day of April, 1995. /s/ Richard S. Barton L.S. /s/ Stuart Heydt L.S. Richard S. Barton Stuart Heydt /s/ E. Allen Deaver L.S. /s/ Clifford L. Jones L.S. E. Allen Deaver Clifford L. Jones /s/ Nance K. Dicciani L.S. /s/ John T. Kauffman L.S. Nance K. Dicciani John T. Kauffman /s/ William J. Flood L.S. /s/ Robert Y. Kaufman L.S. William J. Flood Robert Y. Kaufman /s/ Daniel G. Gambet L.S. /s/ Frank A. Long L.S. Daniel G. Gambet Frank A. Long /s/ Elmer D. Gates L.S. /s/ Ruth Leventhal L.S. Elmer D. Gates Ruth Leventhal /s/ Derek C. Hathaway L.S. /s/ Norman Robertson L.S. Derek C. Hathaway Norman Robertson /s/ William F. Hecht L.S. /s/ David L. Tressler L.S. William F. Hecht David L. Tressler -----END PRIVACY-ENHANCED MESSAGE-----