Exhibit 10-V



                                    GPU, INC.
                        1990 STOCK PLAN FOR EMPLOYEES OF

                           GPU, INC. AND SUBSIDIARIES

                             AS AMENDED AND RESTATED

                              TO REFLECT AMENDMENTS

                              THROUGH JUNE 3, 1999










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                        1990 STOCK PLAN FOR EMPLOYEES OF

                           GPU, INC. AND SUBSIDIARIES


1.       Purpose
         -------

         GPU, Inc. (the  "Corporation")  desires to attract and retain employees
of  outstanding  talent.  The 1990 Stock Plan for  Employees  of GPU,  Inc.  and
Subsidiaries (the "Plan") affords eligible  employees the opportunity to acquire
proprietary  interests in the Corporation and thereby  encourages  their highest
levels of performance.

2.       Scope and Duration
         ------------------

         (a)      Awards under the Plan may be granted in the following forms:

                  (i) incentive  stock options  ("incentive  stock  options") as
provided in Section 422 of the Internal  Revenue  Code of 1986,  as amended (the
"Code") and  non-qualified  stock options  ("non-qualified  options")  (the term
"options" includes incentive stock options and non-qualified options);

                  (ii) shares of Common  Stock of the  Corporation  (the "Common
Stock") which are restricted as provided in Section 10 ("restricted shares"); or

                  (iii)  rights to  acquire  shares of  Common  Stock  which are
restricted as provided in Section 10 ("units" or "restricted units").

Options may be accompanied by stock appreciation rights ("rights").

         (b) The maximum  aggregate number of shares of Common Stock as to which
awards of options,  restricted shares,  units or rights may be made from time to
time under the Plan is 1,974,190  shares.(1) Shares issued pursuant to this Plan
may be in whole or in part,  as the Board of Directors of the  Corporation  (the
"Board of Directors") shall from time to time determine, authorized but unissued
shares or issued

----------------

(1)    Initially,  1,000,000 shares were authorized to be issued under the Plan.
       On May 29, 1991, the  Corporation  effected a two-for-one  stock split by
       way of a stock dividend,  leaving 1,974,190 shares available for issuance
       under the Plan on and after  that  date,  after  giving  effect to shares
       previously awarded.


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shares  reacquired by the Corporation.  If for any reason any shares as to which
an option has been  granted  cease to be subject to purchase  thereunder  or any
restricted  shares or restricted units are forfeited to the  Corporation,  or to
the extent  that any awards  under the Plan  denominated  in shares or units are
paid or settled in cash or are surrendered upon the exercise of an option,  then
(unless  the Plan  shall have been  terminated)  such  shares or units,  and any
shares surrendered to the Corporation upon such exercise, shall become available
for  subsequent  awards  under the Plan unless such shares or units,  if so made
available for subsequent awards under the Plan, would not be exempt from Section
16(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") pursuant to
Rule 16b-3, as amended,  thereunder;  provided, however, that shares surrendered
to the  Corporation  upon the exercise of an  incentive  stock option and shares
subject to an incentive  stock option  surrendered  upon the exercise of a right
shall not be available for  subsequent  award of additional  stock options under
the Plan.

         (c) No incentive stock option shall be granted hereunder after March 4,
2008.

         (d) The total  number of shares of Common  Stock with  respect to which
options may be granted  under the Plan to any employee  during any calendar year
shall not exceed 400,000 shares.

3.       Administration
         --------------

         (a) The Plan shall be  administered  by those members of the Personnel,
Compensation and Nominating Committee, or any successor thereto, of the Board of
Directors who are "nonemployee  directors"  within the meaning of Rule 16b-3, as
amended,  under  Section  16(b) of the Exchange  Act or by such other  committee
consisting  of not  less  than  two  persons  each  of  whom  shall  qualify  as
"non-employee  directors," as may be determined by the Board of Directors  ("the
Committee").

         (b) The Committee shall have plenary  authority in its sole discretion,
subject to and not inconsistent with the express provisions of this Plan: (i) to
grant  options,  to determine the purchase  price of the Common Stock covered by
each option,  the term of each option,  the  employees to whom,  and the time or
times at which,  options shall be granted and the number of shares to be covered
by each  option;  (ii) to  designate  options  as  incentive  stock  options  or
non-qualified  options and to determine  which options shall be  accompanied  by
rights;  (iii) to grant rights and to determine the purchase price of the Common
Stock covered by


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each right or related  option,  the term of each  right or related  option,  the
employees  to whom,  and the time or times at which,  rights or related  options
shall be granted and the number of shares to be covered by each right or related
option;  (iv) to grant  restricted  shares and restricted units and to determine
the  term of the  Restricted  Period  (as  defined  in  Section  10)  and  other
conditions  applicable to such shares or units,  the employees to whom,  and the
time or times at which,  restricted  shares or restricted units shall be granted
and the number of shares or units to be covered by each grant;  (v) to interpret
the Plan; (vi) to prescribe, amend and rescind rules and regulations relating to
the Plan;  (vii) to determine the terms and  provisions of the option and rights
agreements (which need not be identical) and the restricted share and restricted
unit  agreements  (which need not be identical)  entered into in connection with
awards under the Plan,  including  any  provisions of such  agreements  that may
permit a  recipient  of an  award of  restricted  units to  elect,  prior to the
vesting of such  units,  to defer the  payment of cash  and/or the  delivery  of
shares of Common Stock  otherwise to be made upon the vesting of such restricted
units,  and/or to defer the  payment  of any cash  compensation  awarded  to the
recipient  with  respect  to  such  restricted  units,  or with  respect  to any
restricted  stock  awarded to the  recipient,  either under this Plan or the GPU
System  Companies  Deferred  Compensation  Plan (a "Deferral");  and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. Without limiting the foregoing, the Committee shall have plenary authority
in its  sole  discretion,  subject  to and not  inconsistent  with  the  express
provisions  of the Plan,  (1) to select  GPU  Officers  (as  defined  below) for
participation in the Plan, (2) to determine the timing,  price and amount of any
grant or award under the Plan to any GPU  Officer,  (3) either (A) to  determine
the form in which payment of any right granted or awarded under the Plan will be
made (i.e., cash,  securities or any combination  thereof) or (B) to approve the
election of the  employee to receive cash in whole or in part in  settlement  of
any right  granted  or awarded  under the Plan.  As used  herein,  the term "GPU
Officer"  shall  mean an  officer  (other  than  an  assistant  officer)  of the
Corporation  and any person who may from time to time be designated an executive
officer of the Corporation by its Board of Directors (the "Board"). The exercise
by the Committee of the powers  granted in clauses (i), (ii),  (iii),  (iv), and
(vii)  hereof  shall be subject to the  approval of the Board with  respect to a
recipient of an award hereunder who is an officer (other than assistant officer)
of the Corporation or the Chairman or President of any subsidiary (as defined in
Section 4(a) hereof) of the


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Corporation. (The Committee and the Board are sometimes hereinafter referred to
as the "Grantors.")

         (c) The Grantors may delegate to one or more of their members or to one
or more agents such  administrative  duties as they may deem advisable,  and the
Grantors  or any  person to whom they have  delegated  duties as  aforesaid  may
employ one or more persons to render  advice with respect to any  responsibility
the Grantors or such person may have under the Plan; provided, that the Grantors
may not delegate any duties to a member of the Board of Directors  who would not
qualify as a  "non-employee  director" to administer the Plan as contemplated by
Rule 16b-3, as amended,  or other  applicable  rules under the Exchange Act. The
Grantors may employ attorneys, consultants, accountants or other persons and the
Grantors,  the  Corporation  and its officers and directors shall be entitled to
rely upon the advice,  opinions or valuations  of any such persons.  All actions
taken and all  interpretations  and determinations  made by the Grantors in good
faith shall be final and binding upon all employees  who have  received  awards,
the Corporation and all other interested persons. Notwithstanding the foregoing,
any action taken or any  interpretation  or  determination  made by the Grantors
after the  occurrence  of a "Change in  Control"  (as  defined  in Section  7(c)
hereof) which  adversely  affects the rights of any employee with respect to any
award made to the employee hereunder shall be subject to judicial review under a
"de novo" rather than a deferential standard. No member or agent of the Grantors
shall be personally liable for any action, determination, or interpretation made
in good  faith  with  respect  to the Plan or awards  made  thereunder,  and all
members and agents of the Grantors shall be fully  protected by the  Corporation
in respect of any such action, determination or interpretation.

         (d)  Notwithstanding  any  other  provision  in this  Section  3 to the
contrary,  the  Committee  may  delegate to the Chief  Executive  Officer of the
Corporation  (the  "CEO")  authority  to  grant  options  to  employees  of  the
Corporation or its  subsidiaries  who are not officers of the Corporation or any
of its  subsidiaries,  subject  to such  limitations  and upon  such  terms  and
conditions as the Committee may specify in such delegation.

4.       Eligibility; Factors to be Considered in Making Awards

         (a)  Only employees of the Corporation or its subsidiaries may receive
awards under the Plan. The term  "subsidiary"  means any corporation one hundred
(100%) percent of the common stock of which is owned, directly or

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indirectly, by the Corporation.  A director of the Corporation or of a
subsidiary who is not also an employee will not be eligible to receive an award.

         (b) In  determining  the  employees to whom awards shall be granted and
the number of shares or units to be covered by each award, the Committee (or, in
the case of options  granted  pursuant to Section 3(d), the CEO) shall take into
account the nature of the  employee's  duties,  his or her present and potential
contributions  to the success of the  Corporation  and such other  factors as it
shall deem relevant in connection with accomplishing the purposes of the Plan.

         (c) Awards may be granted  singly,  in combination or in tandem and may
be  made  in  combination  or  in  tandem  with  or  in  replacement  of,  or as
alternatives  to, awards or grants under any other  employee plan  maintained by
the Corporation or its  subsidiaries.  An award made in the form of an option, a
unit or a right may provide,  in the  discretion of the  Committee,  for (i) the
crediting  to the account of, or the current  payment to, each  employee who has
such an award of an amount equal to the cash dividends and stock  dividends paid
by the Corporation  upon one share of Common Stock for each restricted  unit, or
share of Common Stock subject to an option or right, included in such award, and
for  each  restricted  unit  which  is  the  subject  of a  Deferral  ("Dividend
Equivalents"),  or (ii) the deemed reinvestment of such Dividend Equivalents and
stock dividends in shares of Common Stock or the deemed reinvestment of units in
additional units,  which deemed  reinvestment in each case shall be deemed to be
made in  accordance  with the  provisions  of  Section  10 and  credited  to the
employee's account  ("Additional Deemed Shares").  Such Additional Deemed Shares
shall  be  subject  to the  same  restrictions  (including  but not  limited  to
provisions regarding forfeitures) applicable with respect to the option, unit or
right with respect to which such credit is made. Dividend Equivalents not deemed
reinvested as stock dividends  shall not be subject to forfeiture,  and may bear
amounts equivalent to interest or cash dividends as the Committee may determine.
An employee who has been granted  incentive  stock options under the Plan may be
granted an additional  award or awards,  subject to such  limitations  as may be
imposed by the Code with respect to incentive stock options.

         (d) The Committee, in its sole discretion, may grant to an employee who
has been granted an award under the Plan or any other  employee plan  maintained
by the  Corporation,  any of its  subsidiaries,  or any  successor  thereto,  in
exchange for the surrender and cancellation of such award, a


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new award in the same or a different form and containing  such terms,  including
without  limitation a price which is different (either higher or lower) than any
price provided in the award so surrendered  and cancelled,  as the Committee may
deem appropriate.

5.       Option Price
         ------------

         (a) The purchase price of the Common Stock covered by each option shall
be determined by the Committee; provided, however, that the purchase price shall
not be less than 100% of the fair market  value of the Common  Stock on the date
the option is  granted.  Fair market  value shall mean the closing  price of the
Common Stock as reported on the New York Stock  Exchange  Composite Tape for the
date on which the option is granted,  or if there are no sales on such date,  on
the next preceding day on which there were sales. Such price shall be subject to
adjustment  as  provided in Section  13. The price so  determined  shall also be
applicable in connection with the exercise of any related right.

         (b) The purchase price of the shares as to which an option is exercised
shall  be paid in full at the  time of  exercise.  Payment  may be made in cash,
which may be paid by check or other instrument acceptable to the Corporation, in
shares of the Common  Stock,  valued at the closing price of the Common Stock as
reported on the New York Stock Exchange Composite Tape for the date of exercise,
or if there were no sales on such date, on the next preceding day on which there
were sales,  or (if  permitted  by the  Committee  and subject to such terms and
conditions  as it may  determine) by surrender of  outstanding  awards under the
Plan.  In  addition,  the  purchase  price  may be paid in  whole  or in part by
delivering  a  properly  executed  exercise  notice  in a form  approved  by the
Committee together with irrevocable instructions to a broker to promptly deliver
to the Corporation  the applicable  amount of the proceeds from the sale or loan
securities.  The purchase price may also be paid in such other form or manner as
the Committee may from time to time approve.

         (c) At the time of any  exercise  of an option  granted to an  employee
hereunder,  the employee shall pay any amount  determined by the Committee to be
necessary to satisfy all  applicable  federal,  state or local tax  requirements
relating to such  exercise.  The  Committee may permit such amount to be paid in
other shares of Common Stock owned by the  employee,  or a portion of the shares
of  Common  Stock  that  otherwise  would be issued  to the  employee  upon such
exercise  of the  option,  or a  combination  of cash and shares of such  Common
Stock.


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6.       Term of Options
         ---------------

         The term of each option  granted under the Plan shall be such period of
time as the Committee shall determine, but not more than ten years from the date
of grant. Unless sooner forfeited pursuant to the terms of the applicable option
agreement or cancelled  pursuant to Section  7(c)  hereof,  each option  granted
under the Plan shall  expire at the end of its term.  Notwithstanding  any other
provision  in this Plan to the  contrary,  no option  granted  hereunder  may be
exercised after the expiration of its term.

7.       Exercise of Options
         -------------------

         (a) Each option  granted  under the Plan shall become  exercisable,  in
whole  or in  part,  at such  time or times  during  its  term as the  agreement
evidencing the grant of such option shall specify;  provided,  however, that the
Committee may also, in its  discretion,  accelerate  the  exercisability  of any
option in whole or in part at any time.

         (b) Each  option  granted  under the Plan that has  become  exercisable
pursuant to Section  7(a) hereof shall remain  exercisable  thereafter  for such
period  of time  prior to the  expiration  of its  term  (including  any  period
subsequent to the employee's  termination of employment with the Corporation and
all of its subsidiaries  for any reason) as the option agreement  evidencing the
grant of such option shall provide.

         (c)  Subject  to  subsection  (e) below but  notwithstanding  any other
provision  of the  Plan,  upon the  occurrence  of a Change  in  Control  of the
Corporation  (the date upon which such event  occurs  shall be  referred  to for
purposes of this Plan as an "Acceleration  Date"), all options granted under the
Plan prior to June 3, 1999 and still  outstanding on the Acceleration Date shall
be  cancelled,  and the  Corporation's  obligation  in respect of each option so
cancelled  shall be  discharged  by payment  to the  holder of such  option of a
single cash lump sum, in an amount  determined under subsection (d) below.  Such
amount shall be payable as soon as practicable after the Acceleration  Date. For
purposes of the Plan, a "Change in Control" shall mean the occurrence during the
term of the Plan of:


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                  (1) An acquisition  (other than directly from the Corporation)
of any Common Stock or other voting  securities of the  Corporation  entitled to
vote  generally for the election of directors (the "Voting  Securities")  by any
"Person" (as the term person is used for  purposes of Section  13(d) or 14(d) of
the  Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act")),
immediately  after  which such  Person has  "Beneficial  Ownership"  (within the
meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of twenty  percent
(20%) or more of the then  outstanding  shares of Common  Stock or the  combined
voting power of the Corporation's then outstanding Voting Securities;  provided,
however,  in  determining  whether  a Change in  Control  has  occurred,  Voting
Securities  which are acquired in a "Non-Control  Acquisition"  (as  hereinafter
defined)  shall not  constitute  an  acquisition  which  would cause a Change in
Control.  A  "Non-Control  Acquisition"  shall  mean  an  acquisition  by (A) an
employee benefit plan (or a trust forming a part thereof)  maintained by (i) the
Corporation  or (ii) any  corporation or other Person of which a majority of its
voting  power or its  voting  equity  securities  or equity  interest  is owned,
directly or indirectly,  by the Corporation (for purposes of this definition,  a
"Subsidiary"),  (B) the  Corporation or its  Subsidiaries,  or (C) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);

                  (2) The individuals  who, as of August 1, 1996, are members of
the  Board of  Directors  (the  "Incumbent  Board"),  cease  for any  reason  to
constitute  at least  seventy  percent  (70%)  of the  members  of the  Board of
Directors;  provided,  however, that if the election, or nomination for election
by the Corporation's shareholders, of any new director was approved by a vote of
at least  two-thirds  of the  Incumbent  Board,  such new  director  shall,  for
purposes  of this  Plan,  be  considered  as a member  of the  Incumbent  Board;
provided  further,  however,  that no individual shall be considered a member of
the Incumbent Board if such individual  initially  assumed office as a result of
either an actual or threatened  "Election  Contest" (as described in Rule 14a-11
promulgated  under the Exchange Act) or other actual or threatened  solicitation
of  proxies  or  consents  by or on behalf of a Person  other  than the Board of
Directors (a "Proxy Contest")  including by reason of any agreement  intended to
avoid or settle any Election Contest or Proxy Contest; or


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                  (3)  The consummation of:

                           (A)  A merger, consolidation or reorganization with
or into the  Corporation or in which  securities of the  Corporation are issued,
unless  such  merger,   consolidation  or   reorganization   is  a  "Non-Control
Transaction." A "Non-Control Transaction" shall mean a merger,  consolidation or
reorganization  with or into  the  Corporation  or in  which  securities  of the
Corporation are issued where:
                                    (i)  the shareholders of the Corporation,
immediately before such merger, consolidation or reorganization, own directly or
indirectly  immediately following such merger,  consolidation or reorganization,
at least sixty  percent  (60%) of the combined  voting power of the  outstanding
voting securities of the corporation resulting from such merger or consolidation
or  reorganization  (the  "Surviving  Corporation")  in  substantially  the same
proportion as their ownership of the Voting Securities  immediately  before such
merger, consolidation or reorganization,

                                    (ii)  the individuals who were members of
the  Incumbent  Board  immediately  prior  to the  execution  of  the  agreement
providing for such merger,  consolidation or reorganization  constitute at least
seventy  percent (70%) of the members of the board of directors of the Surviving
Corporation,  or a corporation,  directly or indirectly,  beneficially  owning a
majority of the Voting Securities of the Surviving Corporation, and

                                    (iii)  no Person other than (w) the
Corporation,  (x) any  Subsidiary,  (y) any employee  benefit plan (or any trust
forming a part thereof) that, immediately prior to such merger, consolidation or
reorganization,  was maintained by the Corporation or any Subsidiary, or (z) any
Person who,  immediately  prior to such merger,  consolidation or reorganization
had Beneficial Ownership of twenty percent (20%) or more of the then outstanding
Voting  Securities or Common Stock,  has Beneficial  Ownership of twenty percent
(20%) or more of the combined voting power of the Surviving  Corporation's  then
outstanding voting securities or its common stock.

                           (B)  A complete liquidation or dissolution of the
Corporation; or



<PAGE>


                           (C)  The sale or other disposition of all or
substantially  all of the assets of the  Corporation to any Person (other than a
transfer to a Subsidiary).

         Notwithstanding the foregoing,  a Change in Control shall not be deemed
to occur solely because any Person (the "Subject  Person")  acquired  Beneficial
Ownership of more than the permitted amount of the then outstanding Common Stock
or Voting  Securities as a result of the  acquisition  of Common Stock or Voting
Securities by the Corporation  which, by reducing the number of shares of Common
Stock or Voting Securities then outstanding,  increases the proportional  number
of shares  Beneficially Owned by the Subject Persons,  provided that if a Change
in Control would occur (but for the  operation of this  sentence) as a result of
the  acquisition  of  shares  of  Common  Stock  or  Voting  Securities  by  the
Corporation,  and after such share  acquisition by the Corporation,  the Subject
Person becomes the Beneficial Owner of any additional  shares of Common Stock or
Voting Securities which increases the percentage of the then outstanding  shares
of Common Stock or Voting Securities  Beneficially  Owned by the Subject Person,
then a Change in Control shall occur.

         (d) The lump sum payment to be made pursuant to subsection (c) above in
respect of any option  granted prior to June 3, 1999 shall be an amount equal to
(i) the  excess,  if any, of the  Determined  Value of all shares that are still
subject to the option as of the  Acceleration  Date  (including any shares as to
which the option had not otherwise become  exercisable  prior to such date) over
the  aggregate  purchase  price of such  shares,  less  (ii) the  amount  of all
federal,  state and local taxes  required by law to be withheld  with respect to
such payment. The "Determined Value" of the shares still subject to an option as
of the  Acceleration  Date shall mean the amount  determined by multiplying  the
number of such  shares by the  "Multiplication  Factor,"  as  defined in Section
10(f)(i) hereof.

         (e) Any incentive  stock option granted under the Plan prior to June 3,
1999,  and any option  granted  under the Plan  after that date,  which is still
outstanding  immediately  prior to the  occurrence of a Change in Control shall,
upon the occurrence of the Change in Control,  become immediately exercisable as
to all shares of Common  Stock that are then still  subject to the  option.  The
holder of any such  option  shall be provided an  opportunity  to exercise  such
option at such time prior to the time as of which the Change in Control  becomes
effective,  and in  accordance  with such  procedures,  as the  Committee  shall
determine. To the extent


<PAGE>


an  incentive  stock option  granted  under the Plan prior to June 3, 1999 is so
exercised,  the option  shall not be  cancelled  as provided in  subsection  (c)
above.

         (f) An option may be exercised, at any time or from time to time during
its  term  (subject,  in  the  case  of  an  incentive  stock  option,  to  such
restrictions  as may be imposed by the Code), as to any or all full shares as to
which the option has become and remains exercisable;  provided, however, that an
option may not be  exercised at any one time as to less than 100 shares (or less
than the  number of shares as to which the option is then  exercisable,  if that
number is less than 100 shares).

         (g) Upon the  exercise  of an option or portion  thereof in  accordance
with the Plan,  the option  agreement and such rules and  regulations  as may be
established  by the  Committee,  the holder  thereof  shall have the rights of a
shareholder with respect to the shares issued as a result of such exercise.

8.       Award and Exercise of Rights
         ----------------------------

         (a) A right may be  awarded by the  Committee  in  connection  with any
option  granted  under the Plan,  either at the time the  option is  granted  or
thereafter at any time prior to the exercise,  termination  or expiration of the
option ("tandem right"), or separately ("freestanding right"). Each tandem right
shall be subject  to the same terms and  conditions  as the  related  option and
shall be exercisable only to the extent the option is exercisable. A right shall
be exercisable  (as to a tandem right,  only to the extent the related option is
exercisable) on or after an Acceleration Date.

         (b) A right shall entitle the employee upon exercise in accordance with
its terms (subject,  in the case of a tandem right, to the surrender unexercised
of the related option or any portion or portions thereof which the employee from
time to time  determines to surrender  for this purpose) to receive,  subject to
the  provisions of the Plan and such rules and  regulations as from time to time
may be established by the Committee,  a payment having an aggregate  value equal
to the  product of (A) the excess of (i) the fair market  value on the  exercise
date of one share of Common Stock over (ii) the exercise price per share, in the
case of a tandem  right,  or the price per share  specified  in the terms of the
right,  in the case of a  freestanding  right,  multiplied  by (B) the number of
shares with  respect to which the right shall have been  exercised.  The payment
may be


<PAGE>


made in the form of all  cash,  all  shares of Common  Stock,  or a  combination
thereof, as elected by the employee.

         (c) The  exercise  price per  share  specified  in a right  shall be as
determined  by the  Committee,  provided  that,  in the case of a  tandem  right
accompanying  an incentive  stock option,  the exercise  price shall be not less
than fair market value of the Common Stock subject to such option on the date of
grant.

         (d) If upon the  exercise  of a right  the  employee  is to  receive  a
portion of the payment in shares of Common Stock,  the number of shares shall be
determined  by dividing  such portion by the fair market value of a share on the
exercise date. The number of shares received may not exceed the number of shares
covered by any option or portion thereof surrendered.  Cash will be paid in lieu
of any fractional share.

         (e) No payment  will be required  from an employee  upon  exercise of a
right, except that any amount necessary to satisfy applicable federal,  state or
local tax  requirements  shall be withheld or paid promptly by the employee upon
notification  of the amount due and prior to or  concurrently  with  delivery of
cash or a certificate  representing shares. The Committee may permit such amount
to be paid in shares of Common  Stock  previously  owned by the  employee,  or a
portion of the shares of Common Stock that  otherwise  would be  distributed  to
such employee upon exercise of the right, or a combination of cash and shares of
such Common Stock.

         (f) The fair market  value of a share  shall mean the closing  price of
the Common Stock as reported on the New York Stock  Exchange  Composite Tape for
the date of  exercise,  or if  there  are no  sales  on such  date,  on the next
preceding day on which there were sales; provided,  however, that in the case of
rights that relate to an incentive stock option, the Committee may prescribe, by
rules of general  application,  such other  measure of fair market  value as the
Committee  may in its  discretion  determine  but not in excess  of the  maximum
amount  that  would  be  permissible  under  Section  422  of the  Code  without
disqualifying such option under Section 422.

         (g) Upon  exercise of a tandem fight,  the number of shares  subject to
exercise under the related option shall  automatically  be reduced by the number
of shares represented by the option or portion thereof surrendered.


<PAGE>


         (h) A right related to an incentive  stock option may only be exercised
if the fair market value of a share of Common Stock on the exercise date exceeds
the option price.

9.       Non-Transferability of Options, Rights and Units;
         Holding Periods for GPU Officers
         --------------------------------

         Except as may  otherwise be provided in the  agreement  evidencing  the
grant of any option, right or unit hereunder, any option, right, or unit granted
under the Plan shall not be transferable  by the grantee thereof  otherwise than
by will or the laws of descent and distribution;  provided, that the designation
of a beneficiary by an employee shall not constitute a transfer; and options and
rights may be exercised during the lifetime of the employee only by the employee
or,  unless such  exercise  would  disqualify  an option as an  incentive  stock
option, by the employee's guardian or legal representative.

10.      Award and Delivery of Restricted
         Shares or Restricted Units
         --------------------------

         (a) At the time an award of restricted  shares or  restricted  units is
made, the Committee shall establish a period of time (the  "Restricted  Period")
applicable to such award.  Each award of restricted  shares or restricted  units
may  have a  different  Restricted  Period.  The  Committee  may,  in  its  sole
discretion,  at the  time  an  award  is  made,  prescribe  conditions  for  the
incremental lapse of restrictions during the Restricted Period and for the lapse
or termination of  restrictions  upon the  satisfaction  of other  conditions in
addition to or other than the expiration of the  Restricted  Period with respect
to all  or any  portion  of the  restricted  shares  or  restricted  units.  The
Committee may also, in its sole discretion,  shorten or terminate the Restricted
Period,  or waive any conditions  for the lapse or  termination of  restrictions
with respect to all or any portion of the restricted shares or restricted units.
Notwithstanding the foregoing,  all restrictions shall lapse, and the Restricted
Period shall  terminate,  with respect to all  restricted  shares or  restricted
units upon the  occurrence  of an  Acceleration  Date or at such earlier time as
provided for in Section 11 or Section 12.

         (b) (1) Unless such shares are issued as uncertificated shares pursuant
to  paragraph  (3)  below,  a  stock  certificate  representing  the  number  of
restricted  shares  granted to an employee shall be registered in the employee's
name but shall be held in custody by the  Corporation  or an agent  therefor for
the employee's account.


<PAGE>


The employee shall  generally have the rights and privileges of a shareholder as
to such restricted  shares,  including the right to vote such restricted shares,
except  that,  subject  to the  provisions  of Section  11 and  Section  12, the
following  restrictions  shall apply:  (i) the employee shall not be entitled to
delivery  of  the  certificate  until  the  expiration  or  termination  of  the
Restricted Period and the satisfaction of any other conditions prescribed by the
Committee;  (ii)  none  of  the  restricted  shares  may be  sold,  transferred,
assigned,  pledged, or otherwise encumbered or disposed of during the Restricted
Period and until the  satisfaction  of any other  conditions  prescribed  by the
Committee at the time of award; and (iii) all of the restricted  shares shall be
forfeited  and all  rights  of the  employee  to such  restricted  shares  shall
terminate without further  obligation on the part of the Corporation  unless the
employee has remained an employee of the Corporation or any of its  subsidiaries
until  the  expiration  or   termination  of  the  Restricted   Period  and  the
satisfaction of any other conditions  prescribed by the Committee at the time of
award applicable to such restricted  shares. At the discretion of the Committee,
(x) cash and stock dividends with respect to the restricted shares may be either
currently paid or withheld by the  Corporation for the employee's  account,  and
interest  may be paid on the  amount of cash  dividends  withheld  at a rate and
subject to such terms as  determined  by the  Committee or (y) the Committee may
require that all cash dividends be applied to the purchase of additional  shares
of Common Stock,  and such purchased  shares,  together with any stock dividends
related to such restricted shares (such purchased shares and stock dividends are
hereafter  referred to as  "Additional  Restricted  Shares") shall be treated as
Additional Shares, subject to forfeiture on the same terms and conditions as the
original grant of the restricted shares to the employee.

                  (2) The  purchase  of any such  Additional  Restricted  Shares
shall be made either (i) through the  Corporation's  Dividend  Reinvestment  and
Stock  Purchase  Plan,  in which  event  the price of such  shares so  purchased
through the  reinvestment of dividends shall be as determined in accordance with
the  provisions  of  that  plan  and  no  stock  certificate  representing  such
Additional  Restricted Shares shall be registered in the employee's name or (ii)
in accordance with such alternative  procedure as is determined by the Committee
in which event the price of such purchased  shares shall be the closing price of
the Common Stock as reported on the New York Stock  Exchange  Composite Tape for
the date on which such purchase is made, or if there were no sales on such date,
the next preceding day on which there


<PAGE>


were sales. In the event that the Committee shall not require reinvestment, cash
or stock  dividends  so  withheld  by the  Committee  shall  not be  subject  to
forfeiture.  Upon  the  forfeiture  of  any  restricted  shares  (including  any
Additional Restricted Shares), such forfeited shares shall be transferred to the
Corporation without further action by the employee.  The employee shall have the
same  rights  and  privileges,  and be subject  to the same  restrictions,  with
respect to any shares received pursuant to Section 13.

                  (3)  Notwithstanding  anything herein to the contrary,  shares
representing  restricted shares or Additional Restricted Shares may be issued as
uncertificated shares.

         (c) Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions  prescribed by the Committee at the time of
award,  or at such earlier time as provided for in Section 11 or Section 12, the
restrictions   applicable  to  the  restricted  shares   (including   Additional
Restricted  Shares)  shall  lapse  and a stock  certificate  for the  number  of
restricted shares (including any Additional  Restricted  Shares) with respect to
which  the  restrictions  have  lapsed  shall  be  delivered,  free of all  such
restrictions,  except  any that may be imposed by law,  to the  employee  or the
employee's  beneficiary or estate, as the case may be. The Corporation shall not
be  required to deliver any  fractional  share of Common  Stock but will pay, in
lieu thereof,  the fair market value (determined as of the date the restrictions
lapse) of such fractional share to the employee or the employee's beneficiary or
estate, as the case may be.

         No payment  will be required  from the  employee  upon the  issuance or
delivery of any restricted  shares,  except that any amount necessary to satisfy
applicable  federal,  state or local tax requirements  shall be withheld or paid
promptly upon  notification of the amount due and prior to or concurrently  with
the  issuance  or  delivery  of a  certificate  representing  such  shares.  The
Committee may permit such amount to be paid in shares of Common Stock previously
owned by the employee, or a portion of the shares of Common Stock that otherwise
would  be  distributed  to such  employee  upon the  lapse  of the  restrictions
applicable to the restricted shares, or a combination of cash and shares of such
Common Stock.


<PAGE>


         (d) In the case of an award of  restricted  units,  no shares of Common
Stock shall be issued at the time the award is made, and the  Corporation  shall
not be required to set aside a fund for the payment of any such award.

         (e)  Subject to subsection (g) below:

                  (i) Upon  the  expiration  or  termination  of the  Restricted
Period or the occurrence of an  Acceleration  Date and the  satisfaction  of any
other conditions prescribed by the Committee or at such earlier time as provided
for in Section 11 or Section 12, the  Corporation  shall deliver to the employee
or the employee's beneficiary or estate, as the case may be, one share of Common
Stock for each  restricted  unit with  respect  to which the  restrictions  have
lapsed ("vested unit").

                  (ii) In addition, if the Committee has not required the deemed
reinvestment  of such Dividend  Equivalents  pursuant to Section 4, at such time
the  Corporation  shall  deliver  to the  employee  cash  equal to any  Dividend
Equivalents  or stock  dividends  credited with respect to each such vested unit
and, to the extent determined by the Committee, the interest thereupon. However,
if the Committee has required such deemed  reinvestment  in connection with such
restricted  unit, in addition to the stock  represented by such vested unit, the
Corporation shall deliver the number of Additional Deemed Shares credited to the
employee with respect to such vested unit.

                  (iii) Notwithstanding the foregoing, the Committee may, in its
sole discretion, elect to pay cash or part cash and part Common Stock in lieu of
delivering only Common Stock for the vested units and related  Additional Deemed
Shares. If a cash payment is made in lieu of delivering Common Stock, the amount
of such cash payment  shall be equal to the closing price of the Common Stock as
reported on the New York Stock Exchange Composite Tape for the date on which the
Restricted Period lapsed with respect to such vested unit and related Additional
Deemed Shares,  or if there are no sales on such date, on the next preceding day
on which there were sales.

         (f) Upon the occurrence of an Acceleration Date, all outstanding vested
units (including  restricted units whose restrictions have lapsed as a result of
the occurrence of such Acceleration  Date) and credited Dividend  Equivalents or
related  Additional  Deemed Shares shall be payable as soon as practicable after
such Acceleration Date in cash, in shares


<PAGE>


of Common Stock, or part in cash and part in Common Stock, as the Committee,  in
its sole discretion, shall determine.

                  (i)  Subject to  subsection  (g) below,  to the extent that an
employee  receives  cash in payment for his or her vested  units and  Additional
Deemed Shares,  such  employees  shall receive an amount equal to the product of
(x) the number of vested units and  Additional  Deemed  Shares  credited to such
employee's  account  for  which  such  employee  is  receiving  payment  in cash
multiplied by (y) the highest  closing price per share of Common Stock occurring
during  the  ninety  (90) day period  preceding  and the ninety  (90) day period
following the Acceleration Date (the "Multiplication Factor").

                  (ii) Subject to  subsection  (g) below,  to the extent that an
employee  receives  Common  Stock in  payment  for his or her  vested  units and
Additional  Deemed  Shares,  such employee shall receive the number of shares of
Common Stock  determined by dividing (x) the product of (I) the number of vested
units and Additional Deemed Shares credited to such employee's account for which
such  employee  is  receiving  payment in Common  Stock  multiplied  by (II) the
Multiplication  Factor,  by (y) the fair  market  value per share of the  Common
Stock for the day  preceding  the payment date, or if there are no sales on such
date, on the next preceding day on which there were sales.

         (g) No payment will be required from the employee upon the award of any
restricted  units,  the  crediting  or payment of any  Dividend  Equivalents  or
Additional Deemed Shares, or the delivery of Common Stock or the payment of cash
in  respect  of vested  units,  except  that any  amount  necessary  to  satisfy
applicable  federal,  state or local tax requirements  shall be withheld or paid
promptly  upon  notification  of the amount due. The  Committee  may permit such
amount to be paid in shares of Common Stock previously owned by the employee, or
a portion of the shares of Common Stock that  otherwise  would be distributed to
such  employee in respect of vested units and  Additional  Deemed  Shares,  or a
combination of cash and shares of such Common Stock.

         (h) In addition,  the Committee  shall have the right,  in its absolute
discretion,  upon or prior to the vesting of any  restricted  shares  (including
Additional  Restricted Shares) and restricted units (including Additional Deemed
Shares) to award cash compensation to the employee for the purpose of aiding the
employee in the payment of any and all  federal,  state and local  income  taxes
payable  as a result of such  vesting,  if the  performance  of the  Corporation
during


<PAGE>


the  Restricted   Period  meets  such  criteria  as  the  Committee  shall  have
prescribed.

         (i)  Notwithstanding  any other  provision  in this  Section  10 to the
contrary,  any  payment of cash and/or  delivery  of any shares of Common  Stock
otherwise  required  to be  made  hereunder  on any  date  with  respect  to any
restricted  units  awarded  to  an  employee,   or  with  respect  to  any  cash
compensation  awarded to an employee  pursuant to subsection  (h) above,  may be
deferred,  at the employee's  election,  either under this Plan or under the GPU
Companies  Deferred  Compensation Plan, to the extent such deferral is permitted
under,  and upon such terms and  conditions  as may be set forth in, the written
agreement between the employee and the Corporation (whether as initially entered
into, or as  subsequently  amended)  evidencing the award of such units, or cash
compensation, to the employee.

11.      Termination of Employment
         -------------------------

         Unless  otherwise  determined by the Committee,  if an employee to whom
restricted shares or restricted units have been granted ceases to be an employee
of  the  Corporation  or of  any of its  subsidiaries  prior  to the  end of the
Restricted  Period applicable to the shares or units so granted and prior to the
satisfaction of' any other conditions prescribed by the Committee at the time of
grant for any reason other than as set forth in Section 12, the  employee  shall
immediately  forfeit  all  restricted  shares and  restricted  units so granted,
including all Additional  Restricted  Shares or Additional Deemed Shares related
thereto.

         Any option,  right,  restricted share or restricted unit agreement,  or
any rules and  regulations  relating to the Plan, may contain such provisions as
the Committee  shall  approve with  reference to the  determination  of the date
employment  terminates  and the effect of leaves of absence.  Any such rules and
regulations  with reference to any option agreement shall be consistent with the
provisions of the Code and any applicable rules and regulations thereunder.

Nothing in the Plan or in any award  granted  pursuant to the Plan shall  confer
upon any employee any right to continue in the employ of the  Corporation or any
of its subsidiaries or interfere in any way with the right of the Corporation or
any such subsidiary to terminate such employment at any time.


<PAGE>


12.      Eligible Retirement, Death or Total Disability of Employee
         ----------------------------------------------------------

         (a) If the Committee so determines,  the agreement evidencing the grant
of any  restricted  shares or  restricted  units to any  employee may permit the
restricted  shares  or  restricted  units so  granted,  or any  portion  of such
restricted  shares or restricted  units,  to become  vested upon the  employee's
death, Total Disability or Eligible Retirement.

         (b) For purposes of this Plan,  (i) "Total  Disability"  shall mean the
permanent  inability  of an employee,  as a result of accident or  sickness,  to
perform  any  and  every  duty  pertaining  to  such  employee's  occupation  or
employment for which the employee is suited by reason of the employee's previous
training,  education and experience,  and (ii) "Eligible  Retirement" shall mean
the date  upon  which  an  employee,  having  attained  an age of not less  than
fifty-five, terminates his or her employment with the Corporation and all of its
subsidiaries,  provided that such employee is immediately  eligible to receive a
pension  (whether or not he or she otherwise elects to defer such receipt) under
Section 3.1 or 3.3 of the "Employee  Pension Plan"  maintained by any subsidiary
or  subsidiaries of the  Corporation  for salaried  employees,  or any successor
thereto.

13.      Adjustments Upon Changes in Capitalization, etc.
         ------------------------------------------------

         Notwithstanding  any other  provision of the Plan, the Committee may at
any time make or provide  for such  adjustments  to the Plan,  to the number and
class of shares available thereunder or to any outstanding  options,  restricted
shares or restricted  units as it shall deem  appropriate to prevent dilution or
enlargement of rights,  including  adjustments in the event of  distributions to
holders  of Common  Stock  other  than a normal  cash  dividend,  changes in the
outstanding   Common   Stock   by   reason   of  stock   dividends,   split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations,  liquidations  and the like.  In the event of any
offer to holders of Common Stock generally  relating to the acquisition of their
shares,  the Committee may make such adjustment as it deems equitable in respect
of  outstanding   options,   rights,  and  restricted  units  including  in  the
Committee's  discretion revision of outstanding options,  rights, and restricted
units so that  they  may be  exercisable  for or  payable  in the  consideration
payable in


<PAGE>


the acquisition  transaction.  Any such  determination by the Committee shall be
conclusive  and  binding  on all  parties.  No  adjustment  shall be made in the
minimum number of shares with respect to which an option may be exercised at any
time. Any fractional shares resulting from such adjustments to options,  rights,
limited rights, or restricted units shall be eliminated.

14.      Effective Date
         --------------

         The Plan as initially  adopted became effective as of June 1, 1990. The
Committee  may,  in its  discretion,  grant  awards  under the Plan,  the grant,
exercise or payment of which shall be expressly  subject to the conditions  that
to the extent required at the time of grant,  exercise or payment (i) the shares
of Common  Stock  covered by such awards  shall be duly  listed,  upon  official
notice  of  issuance,  upon  the  New  York  Stock  Exchange,  and  (ii)  if the
Corporation  deems it necessary or desirable a Registration  Statement under the
Securities Act of 1933 with respect to such shares shall be effective.

15.      Termination and Amendment
         -------------------------

         The Board of  Directors  of the  Corporation  may  suspend,  terminate,
modify or amend the Plan,  provided  that no  amendment or  modification  to the
penultimate sentence of Section 3(c), to Section 7(c) or to this Section 15, nor
any suspension or termination of the Plan,  effectuated  (i) at the request of a
third party who has  indicated an intention or taken steps to effect a Change in
Control  and who  effectuates  a Change in  Control,  (ii) within six (6) months
prior to, or otherwise in connection  with, or in  anticipation  of, a Change in
Control which has been  threatened  or proposed and which  actually  occurs,  or
(iii)  following  a Change in  Control,  shall be  effective  if the  amendment,
modification,  suspension  or  termination  adversely  affects the rights of any
employee under the Plan. If the Plan is terminated, the terms of the Plan shall,
notwithstanding  such termination,  continue to apply to awards granted prior to
such  termination.  In  addition,  no  amendment,  modification,  suspension  or
termination of the Plan shall  adversely  affect the rights of any employee with
respect to any award (including without limitation any right with respect to the
timing and method of payment of any award)  granted to the employee prior to the
date of the adoption of such amendment, modification,  suspension or termination
without such employee's written consent.


<PAGE>


16.      Written Agreements
         ------------------

         Each award of options,  rights,  restricted  shares or restricted units
shall be  evidenced  by a written  agreement,  executed by the  employee and the
Corporation, which shall contain such restrictions,  terms and conditions as the
Committee may require.

17.      Effect on Other Stock Plans
         ---------------------------

         The  adoption  of the Plan shall have no effect on awards made or to be
made pursuant to other stock plans covering  employees of the  Corporation,  its
subsidiaries, or any successors thereto.