AMENDMENT NO. 1
INCENTIVE COMPENSATION PLAN
WHEREAS, PP&L Resources, Inc. ("Resources") has adopted the PP&L Resources Incentive Compensation
Plan ("Plan") effective January 1, 1987; and
WHEREAS, the Plan was amended and restated effective January 1, 1999; and
WHEREAS, Resources desires to further amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1999, the following sections are amended to read:
SECTION 3. EFFECTIVE DATE AND DURATION.
Upon the approval of the predecessor plan by the holders of a majority of the shares of 4 1/2% Preferred Stock,
Series Preferred Stock, Preference Stock and Common Stock of PP&L, Inc. present (either in person or by
proxy) at the 1987 Annual Meeting of shareowners, the predecessor plan became effective on January 1, 1987.
This Plan as amended and restated shall become effective as of January 1, 1999 upon the approval of the Plan by
the holders of a majority of the shares of Resources Common Stock present (either in person or by proxy) at the
1999 Annual Meeting of Shareowners. Awards of Incentive Stock Options may be made under the Plan for a
period of ten years after January 1, 1999. This Plan shall continue in effect until all matters relating to the payment
of Awards and the administration of the Plan have been settled.
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 and any limitation pursuant to Section 10H, the maximum number of shares of Common Stock
subject to Awards (including Incentive Stock Options) shall not exceed annually 2% of the outstanding Common
Stock of Resources on the first day of each calendar year commencing on and after January 1, 1999; (ii) the
maximum number of Options awarded to any single Eligible Employee in any calendar year shall not exceed 1.5