GPU, INC. STOCK OPTION AND RESTRICTED STOCK PLAN
                          FOR MYR GROUP INC. EMPLOYEES



     Set forth below are the provisions of the GPU, Inc. Stock Option and
Restricted Stock Plan for MYR Group Inc. Employees, as adopted effective April
21, 2000 and as amended through October 4, 2001:

     1.  Purpose.  The  purpose of the Plan is to  provide  for the grant of GPU
Stock Options and GPU Restricted Shares to those persons whose MYR Stock Options
and MYR Restricted Shares were cancelled upon consummation of the acquisition of
MYR Group Inc. by GPU, Inc.  pursuant to the Agreement and Plan of Merger by and
among GPU, Inc., MYR Group Inc. and GPX Acquisition  Corp.  dated as of December
21, 1999 (the  "Acquisition  Agreement"),  and who made timely  elections  under
Section 15(d) of the applicable MYR Stock Plan to receive such GPU Stock Options
and GPU Restricted  Shares in lieu of the cashout payments  otherwise payable to
them under such plan in respect of their  cancelled  MYR Stock  Options  and MYR
Restricted Shares.

     2. Definitions. As used herein the following terms shall have the following
meanings:

     Applicable MYR Stock Plan shall mean,  with respect to any MYR Stock Option
or MYR  Restricted  Shares,  the MYR Stock Plan pursuant to which such option or
shares were granted and any written  agreement  or  certificate  (including  all
amendments thereof) evidencing such grant.

     Board of Directors shall mean the Board of Directors of the Corporation.

     Committee shall mean the Personnel,  Compensation and Nominating  Committee
of the Board of Directors.

     Corporation shall mean GPU, Inc.

     Effective Time shall have the meaning given to such term in the Acquisition
Agreement,  for  purposes  of  Sections  3 and 4; and such term  shall  have the
meaning given to it in the Merger Agreement, for purposes of Section 8.

     GPU Common Stock shall mean shares of the common stock of the Corporation.

     GPU Restricted Shares shall mean shares of GPU Common Stock awarded
subject to restrictions under Section 4 of this Plan.

     GPU Stock Option shall mean an option  granted  under this Plan to purchase
shares of GPU Common Stock.

     Merger  Agreement  shall  mean the  Agreement  and Plan of  Merger  between
FirstEnergy and the Corporation dated as of August 8, 2000.

     MYR Common  Stock shall mean  shares of the common  stock of MYR Group Inc.

     MYR Restricted Shares shall mean shares of MYR Common Stock awarded subject
to restrictions under any Applicable MYR Stock Plan.

     MYR Stock  Option  shall  mean an option to  purchase  shares of MYR Common
Stock granted under any Applicable MYR Plan.

     MYR Stock  Plan  shall  mean the MYR  Group  Inc.  1989  Stock  Option  and
Restricted  Stock Plan,  as amended and  restated  March 20, 1996 and as further
amended July 28, 1998 and April 20, 2000,  the MYR Group Inc.  1990 Stock Option
and Restricted Stock Plan, as amended and restated March 20, 1996 and as further
amended July 28, 1998 and April 20, 2000,  the MYR Group Inc.  1992 Stock Option
and Restricted Stock Plan, as amended and restated March 20, 1996 and as further
amended July 28, 1998 and April 20, 2000,  the MYR Group Inc.  1995 Stock Option
and Restricted Stock Plan, as amended and restated March 20, 1996 and as further
amended  July 28,  1998 and April 20,  2000,  or the MYR Group  Inc.  1999 Stock
Option and Restricted Stock Plan, as amended April 20, 2000.

     Plan shall mean the GPU, Inc.  Stock Option and  Restricted  Stock Plan for
MYR Group Inc. Employees, as set forth herein and as amended from time to time.

     3. Grant of GPU Stock Options.  With respect to each MYR Stock Option as to
which the holder thereof made a timely  Conversion  Election under Section 15(d)
of the Applicable  MYR Stock Plan,  there is hereby granted to such holder a GPU
Stock Option subject to the following terms and conditions:

     (a) The number of shares that may be  purchased  under the GPU Stock Option
so granted  shall be equal to the  product of the number of shares of MYR Common
Stock that remained subject to the holder's MYR Stock Option  immediately  prior
to the Effective Time, multiplied by 1.0199, with the resulting number of shares
rounded up to the nearest whole share.

     (b) The per share  price at which  shares  may be  purchased  under the GPU
Stock  Option so granted  shall be equal to  quotient  of the per share price at
which shares of MYR Common Stock could have been  purchased upon exercise of the
holder's MYR Stock Option, divided by 1.0199, with the resulting per share price
rounded down to the nearest whole cent.

     (c) Except as otherwise  provided  herein,  each GPU Stock  Option  granted
hereunder shall be subject to the same terms and conditions (including,  without
limitation,  the same date of grant,  the same date or dates on which the option
becomes  exercisable,  the same  percentages of the shares subject to the option
that can be purchased on each exercise  date, and the same date of expiration of
the term of the  option)  as the MYR Stock  Option in  respect of which such GPU
Stock Option was granted,  as set forth in the Applicable MYR Stock Plan, except
that no payments shall be made to the holder of a GPU Stock Option in respect of
dividends paid on shares of GPU Common Stock covered by such option.

     4. Grant of GPU  Restricted  Shares.  With  respect  to all MYR  Restricted
Shares which were awarded to the holder thereof on the same date and as to which
the  holder  made a  timely  Conversion  Election  under  Section  15(d)  of the
Applicable  MYR Stock Plan,  there is hereby  granted to such holder a number of
GPU  Restricted  Shares  equal to the  product of the number of such MYR shares,
multiplied by 1.0199, with the resulting number of GPU Restricted Shares rounded
up to the nearest  whole share.  Except as otherwise  provided  herein,  the GPU
Restricted  Shares so granted shall be subject to the same terms and  conditions
(including,  without  limitation,  the same restrictions on the transfer of such
shares,  the same period  during which the shares are to remain  subject to such
restrictions,  and  the  same  provisions  for  forfeiture  of the  shares  upon
termination  of  employment  before the  expiration of such period) to which the
holder's MYR Restricted Shares were subject,  as set forth in the Applicable MYR
Stock Plan.

     5.  Administration.  The Plan shall be  administered  by the  Committee.  A
majority  of the  members  of the  Committee  shall  constitute  a  quorum.  The
Committee may act at a meeting,  including a telephone  meeting,  by action of a
majority  of the  members  present,  or without a meeting by  unanimous  written
consent. The Committee shall have the authority, in its discretion, to establish
from time to time guidelines or regulations for the  administration of the Plan,
interpret  the  Plan,  and  make  all  determinations  considered  necessary  or
advisable for the  administration of the Plan. The Committee also shall have all
of the rights,  powers and  authority  with respect to the GPU Stock Options and
GPU Restricted Shares granted under this Plan as the "Committee",  as defined in
the  Applicable  MYR Plan,  had with  respect to the MYR Stock  Options  and MYR
Restricted  Shares in respect of which such GPU Stock Options or GPU  Restricted
Shares  were   granted.   The  Committee   may  delegate  any   ministerial   or
nondiscretionary  function  pertaining to the  administration of the Plan to any
one or more officers or employees of the  Corporation  or any  subsidiary of the
Corporation.  All decisions,  actions or  interpretations of the Committee under
the Plan shall be final, conclusive and binding upon all parties.

     6. Amendment.  The Board of Directors may, with  prospective or retroactive
effect,  amend the Plan or any portion thereof at any time;  provided,  however,
that no amendment of the Plan shall  deprive any holder of a GPU Stock Option or
any GPU  Restricted  Shares of any rights with  respect to such option or shares
without his or her written consent.

     7. Successor Corporation. The obligations of the Corporation under the Plan
shall be binding upon any successor  corporation or organization  resulting from
the merger,  consolidation or other  reorganization of the Corporation,  or upon
any successor corporation or organization succeeding to substantially all of the
assets and business of the Corporation.

     8. FirstEnergy  Merger Provisions.  Notwithstanding  any other provision to
the contrary in this Plan, the provisions of this Section 8 shall apply upon the
merger of the Corporation with FirstEnergy Corp. ("FirstEnergy") pursuant to the
Merger Agreement (the "Merger").  Unless otherwise  defined in this Section 8 or
elsewhere in the Plan, each  capitalized  term used in this Section 8 shall have
the meaning given to such term in the Merger Agreement.

     (a) At the Effective Time, each  outstanding GPU Stock Option granted under
Section 3 of the Plan  shall  automatically  become  an  option (a  "FirstEnergy
Option") to purchase a number of shares of FirstEnergy Common Stock equal to the
product of the number of shares of GPU Common Stock that are then still  subject
to the GPU Option  multiplied  by the Exchange  Ratio as adjusted in  accordance
with  Section  2.01(m) of the Merger  Agreement  (with the  resulting  number of
shares rounded up or down to the nearest whole share),  at an exercise price per
share of  FirstEnergy  Common Stock equal to the quotient of the exercise  price
for the purchase of shares under the GPU Option divided by the Exchange Ratio as
adjusted in accordance  with Section  2.01(m) of the Merger  Agreement (with the
resulting exercise price rounded up or down to the nearest whole cent).

     (b) Except as otherwise  provided in subsection (a) above, each FirstEnergy
Option issued  pursuant to subsection (a) shall be subject to the same terms and
conditions  as the GPU Stock  Option  with  respect to which it was  issued,  as
provided in this Plan and in any written agreement or certificate evidencing the
grant of such option hereunder.

     (c) At the Effective Time, each of the GPU Restricted  Shares granted under
Section 4 of the Plan  that are then  still  subject  to  restrictions  shall be
automatically  converted into the right to receive the Merger Consideration with
respect to such shares upon the same terms and  conditions  (including the right
to make an  Election  as to the form in which the Merger  Consideration  will be
paid with respect to such shares,  subject to the terms of the Merger Agreement)
as are applicable  under the Merger  Agreement to all shares of GPU Common Stock
(other than  Dissenting  Shares and shares canceled under Section 2.01(b) of the
Merger Agreement)  outstanding  immediately prior to the Effective Time, subject
however to the following:

          (i) The amount of cash  included in the Merger  Consideration  payable
     with  respect to any of a holder's GPU  Restricted  Shares shall be paid to
     the holder in cash in a single  lump sum,  without  interest,  on the Lapse
     Date applicable to such shares,  or as soon as practicable  thereafter.  As
     used  herein,  the term "Lapse  Date" shall mean,  with respect to any of a
     holder's GPU Restricted Shares, the date on which the restrictions to which
     such shares were subject immediately prior to the Effective Time would have
     lapsed under the  provisions of Section 4 hereof and the  Restricted  Share
     Agreement  evidencing  the  grant of such  shares,  in the  absence  of the
     Merger.

          (ii) The shares of  FirstEnergy  Common  Stock  included in the Merger
     Consideration  payable  with  respect to any of a holder's  GPU  Restricted
     Shares  shall be  registered  in the name of the holder,  or for his or her
     benefit, either individually or collectively with others, as of the date on
     which the Merger becomes effective, but they shall be issued subject to the
     same  terms  and  conditions  (including,   without  limitation,  the  same
     restrictions on the transfer of such shares,  the same periods during which
     the  shares  are to  remain  subject  to such  restrictions,  and the  same
     provisions  for  forfeiture  of the shares upon  termination  of employment
     before  the  expiration  of such  periods)  as were  applicable  to the GPU
     Restricted  Shares with  respect to which such  shares are  issued,  as set
     forth in Section 4 hereof and in the Restricted Share Agreements evidencing
     the grant of such GPU Restricted Shares.

          (iii) If the  holder of any GPU  Restricted  Shares  should  terminate
     employment  with the Corporation  and its  subsidiaries  prior to the Lapse
     Date  applicable to such shares,  the holder's  right to receive the Merger
     Consideration  otherwise  payable  with  respect  to such  shares  shall be
     forfeited, except to the extent the Committee, in its discretion, otherwise
     determines.

          (iv)  A  proportionate  part  of  the  total  amount  of  cash,  and a
     proportionate  part of the total  number of  shares of  FirstEnergy  Common
     Stock,  included in the Merger Consideration payable with respect to all of
     a holder's GPU  Restricted  Shares that are still  subject to  restrictions
     immediately prior to the Effective Time shall be treated as included in the
     Merger  Consideration  payable  with  respect  to each such GPU  Restricted
     Share.

    (d) With respect to all periods  beginning  after the Effective  Time,  the
terms "Corporation"  and  "Committee",  as used in this  Plan,  shall mean
FirstEnergy Corp. and the Compensation  Committee of the Board of Directors
respectively.