Exhibit 10-EE

                         SEVERANCE PROTECTION AGREEMENT

                Severance Protection Agreement, as amended and restated
effective as of February 23, 2000 by and among GPU,  Inc.  (the  "Corporation"),
GPU Service, Inc. (the "Company") and Robert L. Wise (the "Executive"). WHEREAS,
the  Corporation  and GPU  Generation,Inc.  ("Genco")  entered  into a Severance
Protection  Agreement with the Executive dated February 6, 1997, which agreement
was subsequently  amended and restated  effective as of June 5, 1997 (the "Prior
Agreement");
                WHEREAS, subsequent to the execution of the Prior Agreement, the
Executive's employment has been transferred from Genco to the Company, Genco has
transferred  to the  Company  all  of its  rights,  interests,  obligations  and
liabilities  with respect to the Prior  Agreement,  and the Company has accepted
such  transfer  and has  agreed to assume and be solely  responsible  for all of
Genco's obligations and liabilities with respect to the Prior Agreement; and

                WHEREAS, THE Corporation,  the Company and the Executive wish to
amend the Prior  Agreement  in order to reflect  the  aforesaid  transfer of the
Executive's  employment from Genco to the Company and the aforesaid  transfer by
Genco  to  the  Company  of  all  of  Genco's  rights,  interests,   duties  and
obligations,  as well as to make certain other changes in the terms of the Prior
Agreement.

                NOW, THEREFORE, in consideration of the respective agreements of
the parties contained herein,  the parties hereto agree that the Prior Agreement
is hereby amended and restated  effective as of February 23, 2000 to read in its
entirety as follows:

                1.  Term of  Agreement.  This  Agreement  shall  commence  as of
November  1, 1996,  and shall  continue  in effect  until  October 31, 1998 (the
"Term");  provided,  however,  that on November 1, 1997,  and on each November 1
thereafter,  the Term shall  automatically  be extended  for one (1) year unless
either the Executive or the Company shall have given written notice to the other
at least ninety (90) days prior  thereto that the Term shall not be so extended;
provided,  further,  however,  that  following  the  occurrence  of a Change  in
Control,  the Term shall not expire prior to the expiration of twenty-four  (24)
months after such occurrence.

                2.       Termination of Employment.  If  the Executive's
employment  with the Company and with all other  Affiliates  of the  Corporation
shall be  terminated  within  twenty-four  (24)  months  following  a Change  in
Control,  the  Executive  shall be entitled to the  following  compensation  and
benefits:




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                           (a)      If the Executive's employment with the
Company and with all other Affiliates of the Corporation shall be terminated for
any reason, the Company shall pay to the Executive his Accrued Compensation.  In
addition to the foregoing,  if the  Executive's  employment is terminated by the
Company for Disability or by reason of the Executive's  death, the Company shall
pay to the Executive or his beneficiaries a Pro Rata Bonus.

                           (b)      If the Executive's employment with the
Company and with all other Affiliates of the Corporation shall be terminated (i)
by  the  Company  without  Cause  (other  than  by  reason  of  the  Executive's
Disability),  or (ii) by the Executive for Good Reason,  the Executive  shall be
entitled to the following:

                                    (1)     the Company shall pay the Executive
all Accrued Compensation and a Pro Rata Bonus;

                                    (2)     the Company shall pay the Executive
as severance pay and in lieu of any further  compensation for periods subsequent
to the Termination Date, an amount determined by multiplying (A) three (3) times
the sum of (i) the  Executive's  Base  Amount  and  (ii) the  Executive's  Bonus
Amount, by (B) a fraction,  the numerator of which is the number of months,  not
to exceed  thirty-six  (36), in the period beginning on the Termination Date and
ending  on the  Executive's  Normal  Retirement  Date  (as  defined  in the  GPU
Companies  Employee  Pension Plan),  and the  denominator of which is thirty-six
(36).
                                    (3)     for a number of months equal to
thirty-six (36), or if earlier, until the Executive's Normal Retirement Date (as
defined in the GPU Companies Employee Pension Plan) (the "Continuation Period"),
the Company  shall at its expense  continue on behalf of the  Executive  and his
dependents and beneficiaries the life insurance, disability, medical, dental and
hospitalization  coverages and benefits  provided to the  Executive  immediately
prior to the  Change in Control  or, if  greater,  the  coverages  and  benefits
provided  at  any  time  thereafter.   The  coverages  and  benefits  (including
deductibles and costs) provided in this Section 2(b)(3) during the  Continuation
Period  shall be no less  favorable  to the  Executive  and his  dependents  and
beneficiaries,  than the most favorable of such coverages and benefits  referred
to above.  The  Company's  obligation  hereunder  with respect to the  foregoing
coverages and benefits shall be reduced to the extent that the Executive obtains
any such  coverages  and benefits  pursuant to a subsequent  employer's  benefit
plans,  in which case the Company may reduce any of the coverages or benefits it
is  required  to  provide  the  Executive  hereunder  so long  as the  aggregate
coverages and benefits of the combined benefit plans is no less favorable to the
Executive  than the  coverages and benefits  required to be provided  hereunder.
This Section  2(b)(3)  shall not be  interpreted  so as to limit any benefits to
which the Executive,  his dependents or beneficiaries  may be entitled under any
of the Company's employee

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benefit plans,  programs or practices  following the Executive's  termination of
employment,  including  without  limitation,  retiree medical and life insurance
benefits;

                                    (4)     the Company shall pay or reimburse
the  Executive  for the costs,  fees and  expenses  of  outplacement  assistance
services (not to exceed twenty  percent (20%) of the sum of (A) the  Executive's
Base Amount and (B) the Executive's  Bonus Amount)  provided by any outplacement
agency selected by the Executive; and

                                    (5)     the Company shall provide to the
Executive  the use of a  Company-leased  vehicle,  at no cost to the  Executive,
until the earlier of (A) the date occurring six (6) months after the Termination
Date or (B) the Executive's  sixty-fifth  (65th) birthday,  after which date the
Executive  shall  have the option to  purchase  the  vehicle at its "blue  book"
value.

                           (c)      If the Executive's employment is terminated
by  the  Company  without  Cause  (other  than  by  reason  of  the  Executive's
Disability)  (1) within  twelve (12) months  prior to a Change in Control or (2)
any time prior to the date of a Change in Control but the  Executive  reasonably
demonstrates  that such  termination (A) was at the request of a third party who
has  indicated  an intention or taken steps  reasonably  calculated  to effect a
Change in Control (a "Third  Party") and who  effectuates a Change in Control or
(B) otherwise  arose in  connection  with,  or in  anticipation  of, a Change in
Control which has been threatened or proposed such  termination  shall be deemed
to have occurred within  twenty-four  (24) months following a Change in Control,
provided a Change in Control shall actually have occurred.

                           (d)      (1)   Gross-Up Payment.  In the event it
shall be determined  that any payment or  distribution of any type to or for the
benefit of the Executive,  by the Company, the Corporation,  any Affiliate,  any
Person  (as  defined  in Section  15.6(a)  hereof)  who  acquires  ownership  or
effective  control of the  Corporation or ownership of a substantial  portion of
the  Corporation's  assets  (within the meaning of Section  280G of the Internal
Revenue Code of 1986, as amended (the "Code"),  and the regulations  thereunder)
or any  affiliate of such  Person,  whether  paid or payable or  distributed  or
distributable  pursuant to the terms of this  Agreement or otherwise (the "Total
Payments"),  is or will be subject to the excise tax imposed by Section  4999 of
the Code or any  interest  or  penalties  with  respect to such excise tax (such
excise tax,  together with any such  interest and  penalties,  are  collectively
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive an  additional  payment (a  "Gross-Up  Payment")  in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes),  including any Excise Tax, imposed upon the
Gross-Up Payment,  the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Total Payments.

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                                    (2)     Determination By Accountant.  All
mathematical  determinations,  and all  determinations  as to whether any of the
Total Payments are "parachute  payments"  (within the meaning of Section 280G of
the Code),  that are  required  to be made under this  Section  2(d),  including
determinations as to whether a Gross-Up Payment is required,  the amount of such
Gross-Up  Payment and  amounts  relevant  to the last  sentence of this  Section
2(d)(2),  shall  be made  by an  independent  accounting  firm  selected  by the
Executive from among the six (6) largest  accounting  firms in the United States
(the   "Accounting   Firm"),   which  shall  provide  its   determination   (the
"Determination"),  together with detailed supporting  calculations regarding the
amount of any  Gross-Up  Payment  and any  other  relevant  matter,  both to the
Company  and the  Executive  by no  later  than  ten  (10)  days  following  the
Termination  Date,  if  applicable,  or such earlier time as is requested by the
Company or the Executive (if the Executive  reasonably  believes that any of the
Total  Payments  may be subject  to the  Excise  Tax).  If the  Accounting  Firm
determines that no Excise Tax is payable by the Executive,  it shall furnish the
Executive and the Company with a written statement that such Accounting Firm has
concluded  that no Excise Tax is payable  (including  the reasons  therefor) and
that the Executive has substantial authority not to report any Excise Tax on his
federal income tax return. If a Gross-Up Payment is determined to be payable, it
shall be paid to the Executive  within twenty (20) days after the  Determination
(and  all   accompanying   calculations   and  other  material   supporting  the
Determination)  is  delivered  to  the  Company  by  the  Accounting  Firm.  Any
determination  by the Accounting  Firm shall be binding upon the Company and the
Executive,  absent manifest error. As a result of uncertainty in the application
of  Section  4999 of the Code at the time of the  initial  determination  by the
Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the
Company should have been made  ("Underpayment"),  or that Gross-Up Payments will
have been made by the Company which should not have been made  ("Overpayments").
In either such event,  the  Accounting  Firm shall  determine  the amount of the
Underpayment or Overpayment  that has occurred.  In the case of an Underpayment,
the amount of such Underpayment  shall be promptly paid by the Company to or for
the  benefit of the  Executive.  In the case of an  Overpayment,  the  Executive
shall,  at the  direction  and  expense of the  Company,  take such steps as are
reasonably  necessary  (including  the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment,
provided, however, that (i) the Executive shall not in any event be obligated to
return to the Company an amount  greater than the net  after-tax  portion of the
Overpayment  that  he has  retained  or  has  recovered  as a  refund  from  the
applicable taxing  authorities and (ii) this provision shall be interpreted in a
manner  consistent  with the  intent of  Section  2(d)(1),  which is to make the
Executive whole, on an after-tax basis,  from the application of the Excise Tax,
it being

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understood  that the  correction of an  Overpayment  may result in the Executive
repaying to the Company an amount which is less than the Overpayment.

                           (e)      The amounts provided for in Sections 2(a)
and 2(b)(1), (2) and (4) shall be paid in a single lump
sum cash payment within thirty (30) days after the Executive's  Termination Date
(or earlier, if required by applicable law).

                           (f)      The Executive shall not be required to
mitigate  the amount of any payment  provided  for in this  Agreement by seeking
other  employment or otherwise and no such payment shall be offset or reduced by
the amount of any  compensation  or benefits  provided to the  Executive  in any
subsequent employment except as provided in Section 2(b)(3).

                           (g)      The severance pay and benefits provided for
in this  Section  2 shall be in lieu of any  other  severance  pay to which  the
Executive may be entitled under the GPU System Severance  Procedure or any other
plan,  agreement  or  arrangement  of the Company or any other  Affiliate of the
Corporation.

                           (h)      The Executive's entitlement to other
compensation or benefits,  pursuant to the Company's  employee benefit plans and
other  applicable  programs and practices shall be determined in accordance with
the terms of those plans, programs and practices as in effect from time to time.

                           (i)      Notwithstanding any other provisions of this
Agreement,  any  amounts to which the  Executive  may be  entitled  pursuant  to
Section  2(b)(2)  shall be offset and  reduced by the  "actuarially  equivalent"
value of the Supplemental Pension, if any, paid or payable to the Executive (or,
if the Executive has died, by the Survivor's Annuity, if any, paid or payable to
his surviving spouse) pursuant to the Letter Agreement between the Executive and
the Company dated  February 23, 2000 (the "Letter  Agreement").  For purposes of
this Section 2(i), the term "actuarially equivalent" shall have the same meaning
as assigned to that term in Section 8 of the Letter Agreement; and the actuarial
equivalent  value of any amount paid or payable  with  respect to the  Executive
under the Letter  Agreement  shall be determined  (a) as of the first day of the
month following the Executive's  Termination  Date, or (b), if the Executive has
become  entitled to payment under Section  2(b)(2) by reason of Section 2(c), as
of the first day of the month in which such payment is made to the Executive.

                  3.       Notice of Termination.  Following a Change in
Control,  (i) any intended  termination  of the  Executive's  employment  by the
Company shall be communicated by a Notice of Termination from the Company to the
Executive,  and (ii) any intended  termination of the Executive's  employment by
the Executive for Good Reason shall be  communicated  by a Notice of Termination
from the Executive to the Company within six (6)

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months of the Executive becoming aware of the event or action  constituting Good
Reason  or, if later,  within  six (6)  months  after the date of the  Change in
Control.

                  4. Fees and Expenses. The Company shall pay all legal fees and
related expenses (including the costs of experts, evidence and counsel) incurred
in good  faith  by the  Executive  as they  become  due as a  result  of (a) the
termination of the Executive's employment by the Company or by the Executive for
Good  Reason  (including  all  such  fees  and  expenses,  if any,  incurred  in
contesting,  defending  or  disputing  the  basis  for any such  termination  of
employment),  (b) the  Executive's  hearing before the Board of Directors of the
Corporation  as  contemplated  in  Section  15.5  of this  Agreement  or (c) the
Executive  seeking to obtain or enforce  any right or benefit  provided  by this
Agreement or by any other plan or  arrangement  maintained  by the Company under
which  the  Executive  is or may be  entitled  to  receive  benefits;  provided,
however,  that the payment of fees and  expenses  pursuant to this  Section 4(c)
shall be made  only  after,  and  only to the  extent  that,  the  Executive  is
unsuccessful  in his attempt to obtain or enforce such right or benefit  through
the  procedures  established  under the Legal  Defense  Fund  maintained  by the
Company under the GPU System Companies Master  Executives'  Benefits  Protection
Trust (or any similar fund under a successor trust).

                  5. Transfer of Employment. Notwithstanding any other provision
herein to the contrary,  the Company shall cease to have any further  obligation
or  liability  to the  Executive  under this  Agreement  if (a) the  Executive's
employment  with the  Company  terminates  as a result  of the  transfer  of his
employment  to any other  Affiliate of the  Corporation,  (b) this  Agreement is
assigned to such other Affiliate, and (c) such other Affiliate expressly assumes
and agrees to perform  this  Agreement in the same manner and to the same extent
that the  Company  would be required  to perform it if no  assignment  had taken
place.  Any Affiliate to which this Agreement is so assigned shall be treated as
the  "Company"  for all  purposes of this  Agreement  on or after the date as of
which such  assignment to the  Affiliate,  and the  Affiliate's  assumption  and
agreement to so perform this Agreement, becomes effective.

                  6.     Corporation's Obligation.  The Corporation agrees that
it will  take  such  steps as may be  necessary  to cause  the  Company  (or any
Affiliate  that has become the  "Company"  pursuant to Section 5 hereof) to meet
each of its obligations to the Executive under this Agreement.

                  7.     Notice.  For the purposes of this Agreement, notices
and all other communications provided for in the Agreement (including any Notice
of Termination) shall be in writing,  shall be signed by the Executive if to the
Company or by a duly authorized officer of the Company if to the Executive,  and
shall be deemed to have been duly given when personally delivered

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or sent by certified mail, return receipt requested,  postage prepaid, addressed
to the respective addresses last given by each party to the other, provided that
all notices to the Company  shall be directed to the attention of the Board with
a copy to the Secretary of the Company.  All notices and communications shall be
deemed to have been  received  on the date of  delivery  thereof or on the third
business day after the mailing thereof,  except that notice of change of address
shall be effective only upon receipt.

                  8. Nature of Rights.  The Executive shall have the status of a
mere unsecured  creditor of the Company and the Corporation  with respect to his
right to  receive  any  payment  under  this  Agreement.  This  Agreement  shall
constitute a mere promise by the Company and the Corporation to make payments in
the future of the  benefits  provided  for herein.  It is the  intention  of the
parties  hereto  that the  arrangements  reflected  in this  Agreement  shall be
treated as unfunded for tax purposes and, if it should be determined  that Title
I of ERISA is  applicable to this  Agreement,  for purposes of Title I of ERISA.
Except as provided in Section 2(g),  nothing in this Agreement  shall prevent or
limit the Executive's continuing or future participation in any benefit,  bonus,
incentive or other plan or program  provided by the Company,  the Corporation or
any other  Affiliate of the Corporation and for which the Executive may qualify,
nor shall anything  herein limit or reduce such rights as the Executive may have
under  any other  agreements  with the  Company,  the  Corporation  or any other
Affiliate of the  Corporation.  Amounts  which are vested  benefits or which the
Executive  is  otherwise  entitled  to receive  under any plan or program of the
Company,  the  Corporation or any other  Affiliate of the  Corporation  shall be
payable in accordance with such plan or program,  except as explicitly  modified
by this Agreement.

                  9. Settlement of Claims. The Company's  obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by  any  circumstances,  including,  without
limitation, any set-off, counterclaim, defense, recoupment, or other right which
the Company may have against the Executive or others.

                10.  Miscellaneous.  No  provision  of  this  Agreement  may  be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in  writing  and  signed by the  Executive,  the  Corporation  and the
Company.  No waiver by any party  hereto at any time of any  breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreement or representations,  oral or otherwise, express or
implied,  with respect to the subject  matter hereof have been made by any party
which are not expressly set forth in this Agreement

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                11.      Successors; Binding Agreement.

                           (a)      This Agreement shall be binding upon and
shall inure to the benefit of the Company,  the Corporation and their respective
Successors  and Assigns.  The Company and the  Corporation  shall  require their
respective  Successors and Assigns to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company  and/or the
Corporation  would be required to perform it if no such succession or assignment
had taken place.
                           (b)      Neither this Agreement nor any right or
interest  hereunder shall be assignable or  transferable  by the Executive,  his
beneficiaries or legal representatives, except by will or by the laws of descent
and  distribution.  This  Agreement  shall  inure  to  the  benefit  of  and  be
enforceable by the Executive's legal personal representative.

                12.  Governing  Law. This  Agreement  shall be governed by and
construed  and enforced in  accordance  with the laws of the State of New Jersey
without  giving effect to the conflict of laws  principles  thereof.  Any action
brought by any party to this  Agreement  shall be brought  and  maintained  in a
court of competent jurisdiction in Morris County in the State of New Jersey.

                13.    Severability.  The provisions of this Agreement shall
be deemed  severable  and the  invalidity or  unenforceability  of any provision
shall not affect the validity or enforceability of the other provisions hereof.

                14. Entire  Agreement.  This Agreement  constitutes the entire
agreement between the parties hereto,  and supersedes all prior  agreements,  if
any,  understandings  and  arrangements,  oral or  written,  between the parties
hereto,  with  respect  to the  subject  matter  hereof,  including  the  Former
Agreement and the Executive  agrees that the Former  Agreement is terminated and
shall have no further force or effect.

                15.     Definitions.

                         15.1.        Accrued Compensation.  For purposes of
this Agreement,  "Accrued  Compensation"  shall mean all amounts of compensation
for  services  rendered  to the  Company or any other  Affiliate  that have been
earned or accrued through the Termination Date but that have not been paid as of
the Termination Date including (a) base salary, (b) reimbursement for reasonable
and  necessary  business  expenses  incurred by the  Executive  on behalf of the
Company during the period ending on the  Termination  Date, (c) vacation pay and
(d)  bonuses  and  incentive  compensation;   provided,  however,  that  Accrued
Compensation shall not include any amounts described in clause (a) or clause (d)
that  have  been  deferred   pursuant  to  any  salary   reduction  or  deferred
compensation elections made by the Executive.

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                         15.2.      Affiliate.  For purposes of this Agreement,
"Affiliate" means any entity, directly or indirectly, controlled by, controlling
or under common control with the  Corporation or any corporation or other entity
acquiring,  directly  or  indirectly,  all or  substantially  all the assets and
business of the Corporation, whether by operation of law or otherwise.

                         15.3.      Base Amount.  For purposes of this
Agreement,  "Base Amount" shall mean the  Executive's  annual base salary at the
rate in effect as of the date of a Change in Control or, if greater, at any time
thereafter,  determined  without  regard to any  salary  reduction  or  deferred
compensation elections made by the Executive.

                         15.4.      Bonus Amount.  For purposes of this
Agreement,  "Bonus Amount" shall mean the greater of (a) the target annual bonus
payable to the Executive  under the Incentive Plan in respect of the fiscal year
during which the Termination Date occurs or (b) the highest annual bonus paid or
payable  under the  Incentive  Plan in respect  of any of the three full  fiscal
years ended  prior to the  Termination  Date or, if greater,  the three (3) full
fiscal years ended prior to the Change in Control.

                         15.5.      Cause.  For purposes of this Agreement,
a termination  of employment is for "Cause" if the Executive has been  convicted
of a felony or the  termination  is evidenced  by a  resolution  adopted in good
faith by  two-thirds  of the  Board of  Directors  of the  Corporation  that the
Executive:
                                    (a)     intentionally and continually failed
substantially to perform his reasonably  assigned duties with the Company or the
Corporation (other than a failure resulting from the Executive's  incapacity due
to physical or mental  illness or from the assignment to the Executive of duties
that would  constitute  Good Reason) which failure  continued for a period of at
least  thirty  (30) days  after a  written  notice  of  demand  for  substantial
performance,  signed  by a  duly  authorized  officer  of  the  Company  or  the
Corporation,  has been delivered to the Executive specifying the manner in which
the Executive has failed substantially to perform, or

                                    (b)     intentionally engaged in conduct
which  is  demonstrably  and  materially  injurious  to the  Corporation  or the
Company;  provided,  however, that no termination of the Executive's  employment
shall be for Cause as set forth in this  Section  15.5(b)  until (1) there shall
have been  delivered to the  Executive a copy of a written  notice,  signed by a
duly authorized  officer of the Company or the  Corporation,  setting forth that
the  Executive  was guilty of the conduct set forth in this Section  15.5(b) and
specifying the particulars  thereof in detail,  and (2) the Executive shall have
been provided an  opportunity to be heard in person by the Board of Directors of
the Corporation (with the assistance of the Executive's counsel if the Executive
so desires).

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                                  No act, nor failure to act, on the Executive's
part,  shall be considered  "intentional"  unless the  Executive  has acted,  or
failed to act,  with a lack of good faith and with a lack of  reasonable  belief
that the  Executive's  action or failure to act was in the best  interest of the
Corporation  and  the  Company.   Notwithstanding  anything  contained  in  this
Agreement to the contrary, no failure to perform by the Executive after a Notice
of Termination is given to the Company by the Executive shall  constitute  Cause
for purposes of this Agreement.

                         15.6.      Change in Control.  A "Change in Control"
shall mean the occurrence during the term of the Agreement of:

                                    (a)     An acquisition (other than directly
from the Corporation) of any common stock of the Corporation ("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 (i) an employee  benefit plan (or a trust forming a
part thereof)  maintained by (A) the Corporation or (B) 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  (a
"Subsidiary")  (ii) the Corporation or its Subsidiaries,  or (iii) any Person in
connection with a Non-Control Transaction (as hereinafter defined);

                                    (b)     The individuals who, as of
August 1, 1996,  are members of the Board of Directors of the  Corporation  (the
"Incumbent Board"),  cease for any reason to constitute at least seventy percent
(70%) of the members of the Board of  Directors  of the  Corporation;  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 Agreement,
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

                                       10


<PAGE>


threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors of the Corporation (a "Proxy Contest")  including by
reason of any  agreement  intended  to avoid or settle any  Election  Contest or
Proxy Contest; or

                                    (c)     The consummation of:

                                            (1)      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:

                                                     (A)      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,

                                                     (B)      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  beneficially directly
or  indirectly  owning a majority  of the  Voting  Securities  of the  Surviving
Corporation, and

                                                     (C)      no Person other
than (i) the Corporation,  (ii) any Subsidiary,  (iii) 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,  the
Surviving  Corporation,  or any Subsidiary,  or (iv) 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 of the  Corporation,  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.

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

                                            (3)      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).

                                       11


<PAGE>


                         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
Person,  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.

                         15.7.      Company and Corporation.  For purposes of
this Agreement,  all references to the Company and the Corporation shall include
their respective Successors and Assigns.

                         15.8.      Disability.  For purposes of this Agreement,
"Disability"  shall  mean a  physical  or mental  infirmity  which  impairs  the
Executive's ability to substantially perform his duties with the Company for six
(6)  consecutive  months,  and within  the time  period set forth in a Notice of
Termination  given to the  Executive  (which time period  shall not be less than
thirty  (30)  days),   the  Executive  shall  not  have  returned  to  full-time
performance of his duties;  provided,  however,  that if the Company's Voluntary
Employees  Beneficiary  Association  Long Term  Disability  Income Plan,  or any
successor plan (the "Disability  Plan"), is then in effect,  the Executive shall
not be deemed  disabled for purposes of this  Agreement  unless the Executive is
also  eligible  for  "Total  Disability"  (as  defined in the  Disability  Plan)
benefits  (or  similar  benefits  in the event of a  successor  plan)  under the
Disability Plan.

                         15.9.      Good Reason.  (a)  For purposes of this
Agreement,  "Good Reason" shall mean the occurrence after a Change in Control of
any of the following events or conditions:

                                    (1)     a change in the Executive's status,
title,  position  or  responsibilities  (including  reporting  responsibilities)
which, in the Executive's reasonable judgment, represents an adverse change from
his status,  title,  position or responsibilities as in effect immediately prior
thereto;  the  assignment  to the  Executive  of any duties or  responsibilities
which, in the Executive's reasonable judgment, are inconsistent with his status,
title,  position or  responsibilities;  or any removal of the Executive  from or
failure to reappoint or reelect him to any of such offices or positions,  except
in connection with the termination of his employment for Disability, Cause, as a
result of his death or by the Executive other than for Good Reason;

                                       12


<PAGE>


                                    (2)     a reduction in the Executive's
annual base salary below the Base Amount;

                                    (3)     the relocation of the offices of the
Company at which the Executive is  principally  employed to a location more than
twenty-five  (25) miles from the location of such offices  immediately  prior to
such Change in Control,  or the  Company's or the  Corporation's  requiring  the
Executive to be based anywhere other than such offices, except to the extent the
Executive  was not  previously  assigned to a principal  location and except for
required  travel on the  Company's  or the  Corporation's  business to an extent
substantially consistent with the Executive's business travel obligations at the
time of the Change in Control;

                                    (4)     the failure by the Company or the
Corporation  to pay to the  Executive  any  portion of the  Executive's  current
compensation  or to  pay to the  Executive  any  portion  of an  installment  of
deferred  compensation under any deferred compensation program of the Company or
the  Corporation in which the Executive  participated,  within seven (7) days of
the date such compensation is due;

                                    (5)     the failure by the Company or the
Corporation  to (A)  continue in effect  (without  reduction  in benefit  level,
and/or reward  opportunities) any material compensation or employee benefit plan
in which the  Executive  was  participating  immediately  prior to the Change in
Control,  including,  but not limited to, any of the plans  listed in Appendix A
hereto,  unless a substitute  or  replacement  plan has been  implemented  which
provides  substantially  identical  compensation or benefits to the Executive or
(B) provide the Executive with compensation and benefits,  in the aggregate,  at
least equal (in terms of benefit  levels and/or reward  opportunities)  to those
provided for under each other compensation or employee benefit plan, program and
practice  in which the  Executive  was  participating  immediately  prior to the
Change in Control;

                                    (6)     the failure of the Company or the
Corporation to obtain from its Successors or Assigns the express  assumption and
agreements required under Section 11 hereof; or

                                    (7)     any purported termination of the
Executive's employment by the Company which is not effected pursuant to a Notice
of  Termination  satisfying  the terms set forth in the  definition of Notice of
Termination  (and,  if  applicable,  the terms set  forth in the  definition  of
Cause).

                                    (b)     Any event or condition (1) described
in Section 15.9(a)(1), (2), (3), (4), (6) or (7) which occurs within twelve (12)
months  prior to a Change in Control  or (2)  described  in  Section  15.9(a)(1)
through (7) which  occurs  prior to a Change in Control but which the  Executive
reasonably demonstrates (A)

                                       13


<PAGE>


was at the request of a Third Party who  effectuates  a Change in Control or (B)
otherwise  arose in connection  with, or in  anticipation of a Change in Control
which  has  been  threatened  or  proposed  and  which  actually  occurs,  shall
constitute  Good Reason for purposes of this Agreement  notwithstanding  that it
occurred prior to a Change in Control.

                         15.10.      Incentive Plan.  For purposes of this
Agreement,  "Incentive  Plan"  shall mean the  Incentive  Compensation  Plan for
Elected  Officers,  or any successor  annual  incentive plan,  maintained by the
Company or any other Affiliate.


                         15.11.      Notice of Termination.  For purposes of
this Agreement,  following a Change in Control,  "Notice of  Termination"  shall
mean a written notice of termination of the  Executive's  employment,  signed by
the Executive if to the Company or by a duly  authorized  officer of the Company
if to the Executive,  which indicates the specific termination provision in this
Agreement,  if any,  relied upon and which sets forth in  reasonable  detail the
facts and  circumstances  claimed  to  provide a basis  for  termination  of the
Executive's employment under the provision so indicated.


                         15.12.      Pro Rata Bonus.  For purposes of this
Agreement,  "Pro Rata  Bonus"  shall  mean an amount  equal to the Bonus  Amount
multiplied  by a fraction  the  numerator of which is the number of days in such
fiscal year through the  Termination  Date and the  denominator of which is 365;
provided, however, that the Pro Rata Bonus shall be reduced, but not below zero,
to the extent of any bonus the Executive is entitled to receive  pursuant to the
Incentive  Plan in respect of the fiscal year  (denoted a  "Performance  Period"
under the Incentive Plan) in which the Termination Date occurs.


                         15.13.      Successors and Assigns.  For purposes of
this Agreement, "Successors and Assigns" shall mean, with respect to the Company
or the Corporation, a corporation or other entity acquiring all or substantially
all the assets and business of the Company or the  Corporation,  as the case may
be (including this Agreement) whether by operation of law or otherwise.


                         15.14.      Termination Date  (a) For purposes of this
Agreement,  "Termination  Date"  shall  mean (i) in the case of the  Executive's
death, his date of death,  (ii) if the Executive's  employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that
the  Executive  shall not have  returned to the  performance  of his duties on a
full-time basis during such thirty (30) day period) and (iii) if the Executive's
employment is terminated for any other reason,  the date specified in the Notice
of Termination  (which, in the case of a termination for Cause shall not be less
than thirty (30) days,  and in the case of a  termination  for Good Reason shall
not be more than sixty (60) days,  from the date such Notice of  Termination  is
given); provided, however, that

                                       14


<PAGE>


if within  thirty  (30) days after a Notice of  Termination  by the  Company for
Cause or a Notice of  Termination  by the Executive for Good Reason is given the
party  receiving  such Notice of  Termination  in good faith  notifies the other
party  that a dispute  exists  concerning  the basis  for the  termination,  the
provisions of paragraph (b) shall apply.

                                              (b)(i) If the Executive gives the
Company Notice of Termination for Good Reason and the Company disputes the basis
for the termination, the Termination Date shall be the date on which the dispute
is finally determined,  either by mutual written agreement of the parties, or by
the final judgment,  order or decree of a court of competent  jurisdiction  (the
time for appeal  therefrom  having  expired and no appeal having been taken) and
the Company shall continue to pay the Executive his Base Amount and continue the
Executive as a  participant  in all  compensation,  incentive,  bonus,  pension,
profit sharing, medical, hospitalization,  dental, life insurance and disability
benefit plans in which he was  participating  when the notice giving rise to the
dispute was given,  until such Termination Date,  provided that if the Executive
continues  to perform his duties with the  Company  during the  pendency of such
dispute,  the  Executive  shall not be  obligated  to repay to the  Company  any
amounts paid or benefits provided pursuant to this Section 15.14(b), and further
provided that if the  Executive  ceased  performing  his duties with the Company
during the pendency of such dispute, and the dispute is resolved in favor of the
Executive,  any  amount  owed to the  Executive  pursuant  to  Section 2 of this
Agreement  shall be reduced to the extent of any amount the  Executive  received
pursuant to this Section 15.14(b) during the pendency of such dispute;  and (ii)
if the  Company  gives the  Executive  Notice of  Termination  for Cause and the
Executive disputes the basis for the termination,  the Termination Date shall be
as  determined  pursuant  to Section  15.14(a)  and during the  pendency of such
dispute the  Executive  shall not be entitled to payment of his Base Amount from
the Company and, except as required by law, the Executive's participation in the
Company's benefit plans and programs shall be discontinued.

                                       15


<PAGE>


                IN WITNESS WHEREOF,  the Corporation and the Company have caused
this  Agreement  to be  executed  by  their  duly  authorized  officers  and the
Executive  has  executed  this  Agreement  as of the day and  year  first  above
written.

                                                    GPU, Inc.

                                                    By:-----------------------
ATTEST:                                                Fred D. Hafer
                                                       Chairman, President and
                                                       Chief Executive Officer

         Secretary

                                                    GPU Service, Inc.

                                                    By:-----------------------
ATTEST:                                                Fred D. Hafer
                                                       Chairman, President and
                                                       Chief Executive officer

          Secretary

                                                    By:-----------------------
                                                       Robert L. Wise










                                       16


<PAGE>





                                   APPENDIX A

  1.     1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries
  2      The Company's Incentive Plan
  3.     The GPU Companies Deferred Compensation Plan
  4.     The GPU Companies  Employee  Pension Plan
  5.     The Company's  Supplemental and Excess  Benefits Plan
  6.     The GPU Companies  Supplemental  Executive  Retirement Plan
  7.     The  Company's   Employee  Life  Insurance  Plan
  8.     Senior   Executive Split-Dollar  Life Insurance  Program
  9.     The GPU Companies  Accident  Insurance Plan
 10.     The GPU  Companies  Health  Care Plan for  Non-Bargaining  Employees
         and the Company's Health Care Plan for Non-bargaining Retirees, if
         applicable
 11.     The GPU Companies  Supplemental  Medical  Expense Plan for elected
         Officers
 12.     The GPU Companies  Flexible  Benefits  Plan  for  Non-bargaining
         Employees
 13.     The GPU Companies Group Specified  Disease Insurance Plan
 14.     The GPU Companies Long Term Disability  Income  Plan
 15.     The GPU  Companies  Employee  Savings  Plan
 16.     The Company's Vacation Policy for Non-Bargaining Unit Employees