<PAGE>
 
                                                                 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

                                      -1-
<PAGE>
 
         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.

                                      -2-
<PAGE>
 
     (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.

                                      -3-
<PAGE>
 
     (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 

                                      -4-
<PAGE>
 
         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

                                      -5-