Exhibit 10-FF












                                  GPU COMPANIES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



















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                                  GPU COMPANIES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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



1.       Purpose

         This  document  sets  forth the GPU  Companies  Supplemental  Executive
Retirement Plan, as adopted effective July 1, 1999.

         The purpose of the Plan is to provide certain senior  executives of the
GPU Companies with a supplemental  pension  benefit to the extent  necessary for
the executives' total annual retirement income from all pension sources to be at
least equal to the executive's Target Pension Amount, as defined herein.

         The  Plan is  intended  to  constitute  an  unfunded  plan of  deferred
compensation for "a select group of management or highly compensated  employees"
within the meaning of Sections  201(2),  301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

         Each Company has adopted this Plan as its own plan.  Accordingly,  each
Company  shall be obligated  hereunder  only with respect to amounts  payable to
Participants  who are its own  employees;  and the right to  receive  any amount
payable  hereunder with respect to any  Participant  shall be  enforceable  only
against the Company with which such Participant is or was last employed.

2.       Definitions

         As used herein, the following terms shall have the following meanings:
         "Change in Control"  shall mean the  occurrence  during the term of the
         Plan of:

         (1)  An   acquisition   (other  than   directly  from  GPU,  Inc.  (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


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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 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 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 of the Corporation (a "Proxy Contest")  including by
reason of any  agreement  intended  to avoid or settle any  Election  Contest or
Proxy Contest; or

         (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:


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                                    (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  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.

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

                           (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).


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         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.

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

         "Company" shall mean GPU Service, Inc., GPU Nuclear, Inc., GPU
International,  Inc. and any other direct or indirect  subsidiary  of GPU,  Inc.
that has adopted this Plan.  When used in reference to a  Participant,  the term
"Company"  shall mean the  Company  with which such  Participant  is or was last
employed unless the context otherwise requires.

         "GPU Companies" shall mean GPU, Inc. and each of its direct and
indirect subsidiaries.

         "Incentive  Compensation  Plan" shall mean the  Incentive  Compensation
Plan for Elected Officers maintained by any of the GPU Companies,  or the Annual
Performance Award Plan maintained by GPU International, Inc.

         Other Retirement Plan" shall mean, with respect to any Participant, (i)
any defined  benefit  pension  plan,  whether or not tax  qualified,  (including
without  limitation any such plan that is a "cash  balance" plan)  maintained by
any employer other than one of the GPU Companies with which the  Participant was
employed  at any time prior to his or her  Retirement,  and (ii) any  individual
contract  between the Participant  and any of the GPU Companies,  or between the
Participant and any such other former  employer,  under which the Participant is
entitled  to  receive,  upon  his or her  retirement  or  other  termination  of
employment,  a benefit that is defined as, or as the actuarial  equivalent of, a
fixed amount of annual income payable for the Participant's lifetime.


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         "Participant"  shall  mean any  individual  who has been  elected to an
office with a Company that is specified in Section 3.

         "Payment  Starting  Date" shall mean the date as of which  payment of a
Participant's  Supplemental  Pension  Benefit is to be made,  or is to commence,
pursuant to the provisions of Section 4(e) hereof.

         "Pension Plan" shall mean the GPU Companies Employee Pension Plan.

         "Plan"- refers to the GPU Companies  Supplemental  Executive Retirement
Plan as set forth in this document and as it may be amended from time to time in
the future.

         "Retirement"   shall  mean,  with  respect  to  any  Participant,   the
termination of the Participant's employment with all of the GPU Companies at any
time after July 1, 1999,  for any reason other than death,  if (but only if) (i)
at the time of such  termination the Participant has attained age 62, or (ii) at
the  time  of such  termination  the  Participant  has  attained  age 55 and has
completed  at least  15 Years of  Service,  or  (iii)  such  termination  of the
Participant's  employment occurs upon, or at any time after, the occurrence of a
Change in Control.

         "Supplemental  and Excess  Benefits  Plan" shall mean the GPU Companies
Supplemental and Excess Benefits Plan.

         "Years of Service" shall mean, with respect to any Participant, the sum
of (a) his years of  "Creditable  Service" as determined  under Section 5 of the
Pension Plan without  taking into account any  additional  years of  "Creditable
Service"  otherwise credited to the Participant under Section 5.9 of the Pension
Plan, plus (b) such number of additional  years of service,  if any, as provided
in any individual  contract of employment between the Participant and any of the
GPU  Companies  that has been  approved by the  Committee.  Notwithstanding  the
foregoing,  a Participant's Years of Service shall not include any period of the
Participant's  employment  with any of the GPU  Companies  after  the date as of
which he or she has ceased to hold any corporate  office  specified in Section 3
hereof.

  3.     Eligibility

         Any  person who is  elected  to serve in one of the  corporate  offices
listed below shall become eligible for participation in the Plan effective as of
the later of July 1, 1999 or the date as of which  his or her  election  to such
office becomes effective.


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                  Company                             Office

         GPU Service, Inc.                     Chief Executive Officer

                                               Each Executive Vice President
                                               President of Operations Division
                                               President of Fossil Generation

         GPU Nuclear, Inc.                     President

4.       Supplemental Pension Benefit

         Upon a  Participant's  Retirement,  he or she shall become  entitled to
receive  from  his  or  her  Company  a   supplemental   pension   benefit  (the
"Supplemental Pension Benefit") in accordance with the following provisions:

         (a)  The   Supplemental   Pension  Benefit  payable  to  a  Participant
hereunder, when expressed as a single life annuity, shall be an annual amount of
income payable to the Participant for his or her life equal to the Participant's
Target  Pension  Amount,  as  defined  in (b)  below,  reduced by the sum of the
following:

                  (i) The sum of (A) the Basic Pension,  if any,  payable to the
         Participant under the Pension Plan and (B) the aggregate annual benefit
         amount payable to the  Participant in the form of a single life annuity
         under  the   Supplemental  and  Excess  Benefits  Plan,  in  each  case
         determined  for  this  purpose  without  taking  into  account  the 20%
         increase in the  amounts  payable to the  Participant  under such plans
         during the first 12 months for which such amounts are payable.

                  (ii) The  annual  amount  (exclusive  of any  portion  thereof
         attributable to the Participant's own contributions) that is payable to
         the Participant under each of the Participant's  Other Retirement Plans
         (hereinafter  referred to as a "Pension  Amount"),  provided,  however,
         that in the case of any Pension Amount  payable to a Participant  under
         any Other  Retirement  Plan maintained by an Employer other than one of
         the GPU  Companies,  there shall be taken into  account for purposes of
         this Section  4(a)(ii) only the portion of such Pension  Amount that is
         attributable to the same number of the  Participant's  years of service
         with  such  employer  as the  number  of  additional  years of  service
         credited  to the  Participant  under  clause (b) of the  definition  of
         "Years of Service" contained in Section 1; and


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                  (iii)  An  amount   equal  to  the  product   resulting   from
         multiplying by 12 the  Participant's  Social Security Primary Insurance
         Amount, determined as of the date of his or her Retirement (hereinafter
         referred to as the Participant's "Social Security Benefit").

         (b) A Participant's  Target Pension Amount shall be an annual amount of
income  payable  to the  Participant  for  his or her  life  equal  to 2% of the
Participant's  Average Annual  Compensation,  as defined in (c) below,  for each
Year of  Service  (but not  more  than 30 Years  of  Service)  completed  by the
Participant as of the date of his or her Retirement.

         (c) A Participant's Average Annual Compensation shall mean the quotient
resulting  from  dividing  by three the  aggregate  amount of the  Participant's
Earnings,  as defined below,  during his or her highest paid 36 calendar  months
(whether or not  consecutive)  within the  Participant's  most recent  period of
employment with the GPU Companies (not exceeding 10 years) ending on the date of
his or her Retirement. In the case of any Participant who has been employed with
the GPU  Companies  for less than 36  calendar  months at the time of his or her
Retirement,  such Participant's  Average Annual Compensation shall be determined
by first dividing the aggregate amount of the Participant's  Earnings during his
or her entire  period of  employment  by the number of  calendar  months in such
period,  and then,  multiplying  the resulting  quotient by 12, or if less,  the
number of calendar  months in such  period.  For  purposes of the  foregoing,  a
Participant's "Earnings" for any month shall mean his Earnings for such month as
determined  for purposes of the Pension  Plan,  except that for purposes of this
Plan the following provisions shall apply:

                  (i) the limitation on the amount of the Participant's Earnings
         that can be taken into  account  for  purposes  of the  Pension  Plan a
         result of Section  401(a)(17) of the Internal  Revenue Code of 1986, as
         amended, shall not apply;

                  (ii) all amounts of base salary or Incentive Compensation Plan
         awards that are deferred pursuant to the  Participant's  election under
         the GPU Companies  Deferred  Compensation Plan shall be included in the
         Participant's  Earnings for  purposes of this Plan.  Any amount of base
         salary so deferred  shall be treated as Earnings for the month in which
         such amount  would have been paid to the  Participant  in cash if he or
         she had not elected to defer such amount; and a pro rata portion of the
         amount of any Incentive  Compensation  Plan award for any  "Performance
         Period", as defined in such Plan, that is so deferred shall


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         be treated as  Earnings  for each of the  calendar  months  within such
         "Performance  Period"  or,  in the  case  of any  Participant  who  has
         received an award for the  Performance  Period in which his  Retirement
         occurs,  for  each  of the  calendar  months  in the  portion  of  such
         Performance  Period  ending  on or  prior  to  the  date  of his or her
         Retirement.  No amount of base salary or  Incentive  Compensation  Plan
         award so  deferred  shall be treated as Earnings  for any months  other
         than the months determined under the preceding sentence; and

                  (iii) a Participant's Earnings during any period of employment
         with any of the GPU Companies  after the date as of which he or she has
         ceased to hold any corporate office specified in Section 3 shall not be
         taken into account.

         (d) The reduction in the amount of a Participant's Supplemental Pension
Benefit  required  under  Section  4(a)  shall  be made in  accordance  with the
following rules:

                  (i) If the Basic Pension payable to the Participant  under the
         Pension  Plan is not  payable  in the  form of a  single  life  annuity
         commencing on the  Participant's  Payment  Starting Date, the amount of
         the reduction for the Participant's Basic Pension shall be equal to the
         Basic Pension that would be payable to the Participant  under the terms
         of the Pension  Plan if his or her Basic  Pension  were  payable in the
         form of a single life annuity  commencing on the Participant's  Payment
         Starting Date.

                  (ii) If the Pension  Amount payable to the  Participant  under
         any Other  Retirement  Plan is not payable in the form of a single life
         annuity  commencing on the  Participant's  Payment  Starting  Date, the
         reduction for such Pension  Amount shall be equal to the Pension Amount
         that would be payable to the Participant  under the terms of such Other
         Retirement  Plan if such  Pension  Amount were payable in the form of a
         single life annuity  commencing on the  Participant's  Payment Starting
         Date;  provided,  however,  that if the Participant's  Payment Starting
         Date is prior to the earliest  date as of which payment of such Pension
         Amount could  commence under the terms of such Other  Retirement  Plan,
         then

                           (A) the  amount  of the  reduction  for such  Pension
                  Amount  shall be equal to the  Pension  Amount  that  would be
                  payable  to the  Participant  under  the  terms of such  Other
                  Retirement  Plan if such  Pension  Amount were  payable in the
                  form of a single  life  annuity  commencing  on such  earliest
                  date, and


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                           (B) the amount of such reduction shall not be applied
                  to  any  monthly  payment  of the  Participant's  Supplemental
                  Pension  Benefit  hereunder that is payable to the Participant
                  before such earliest date.

               (iii) If the Participant's  Payment Starting Date is prior to the
         earliest date as of which payment of his or her Social Security Benefit
         could commence, then

                           (A) the amount of the reduction for the Participant's
                  Social  Security  Benefit  shall be equal to the amount of the
                  Social   Security   Benefit  that  would  be  payable  to  the
                  Participant if his or her Social Security Benefit were payable
                  commencing on such earliest date, and

                           (B) the amount of such reduction shall not be applied
                  to  any  monthly  payment  of the  Participant's  Supplemental
                  Pension  Benefit  hereunder that is payable to the Participant
                  before such earliest date.

         (e) A Participant's  Supplemental  Pension Benefit shall be paid to the
Participant in the same form, and payment shall be made or shall commence at the
same time,  as the  Participant's  benefits  under the  Supplemental  and Excess
Benefits Plan are paid to the  Participant.  For this  purpose,  any election in
effect for a  Participant  at the time of his or her  Retirement  as to the form
and/or time of payment of his or her benefits under the  Supplemental and Excess
Benefits  Plan  shall  also  govern  the form and time of  payment of his or her
Supplemental  Pension  Benefit  under this Plan;  and the amount of any lump-sum
payment  that is payable with respect to a  Participant's  Supplemental  Pension
Benefit hereunder by virtue of any such election shall be determined in the same
manner as the amount of the lump-sum  payment payable to the  Participant  under
the Supplemental and Excess Benefits Plan is determined.

         (f) The amount of the Supplemental Pension Benefit otherwise payable to
a Participant in accordance with the previous provisions of this Section 4 shall
be subject to the following adjustments:

                  (i)  Except  as  otherwise   provided  in  (ii)  below,  if  a
         Participant's  Payment  Starting  Date  occurs  prior to the first date
         (hereinafter referred to as a Participant's "Early Retirement Date") as
         of which the Participant has either attained age 62 or has attained age
         60 and has completed at least 25 Years of Service, the amount of his or
         her Supplemental Pension Benefit shall be reduced so as to


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         be  equal  to the  Applicable  Percentage,  as  defined  below,  of the
         Supplemental  Pension  Benefit that would be payable to the Participant
         if payment  thereof  commenced on the first day of the month  following
         the Participant's 62nd birthday. The "Applicable Percentage" shall mean
         the percentage determined pursuant to the following table, based on the
         number  of  months by which the  Participant's  Payment  Starting  Date
         precedes the first day of the month following his or her 62nd birthday.

         Number of months
         Before First of
         Month After 62nd                         Applicable
            Birthday                              Percentage

                   0                                 100%
                  12                                  89
                  24                                  79
                  36                                  70
                  48                                  63
                  60                                  56
                  72                                  51
                  84                                  46

                  (ii) If a Participant's  Payment Starting Date occurs prior to
         his or her Early  Retirement  Date,  the  amount  of the  Participant's
         Supplemental  Pension Benefit shall be reduced by 1/12th of 4% for each
         full month by which his or her Payment  Starting  Date precedes the end
         of the month in which the Participant's 62nd birthday occurs, if either
         of the following conditions apply:

                           (A)  the Committee has consented to such reduction,
                         or

                           (B)  the  Participant's  Retirement  occurs  after  a
                         Change in Control.

                  (iii) If a Participant continues in employment with any of the
         GPU Companies after attaining age 65, the Supplemental  Pension Benefit
         payable to the  Participant  upon his  subsequent  Retirement  shall be
         adjusted  so as to be  "actuarially  equivalent"  of  the  Supplemental
         Pension Benefit that would have been payable to the Participant  (based
         on his Average Annual  Compensation and Years of Service to the date of
         his  Retirement) if payment  thereof  commenced on the first day of the
         month following the Participant's 65th birthday.


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                  (iv) With each  monthly  payment of the  Supplemental  Pension
         Benefit  payable  to a  Participant  during the first  12-month  period
         beginning on his or her Payment Starting Date, the Participant shall be
         entitled to receive from his or her Company an additional  amount equal
         to 20% of the amount of such monthly payment.

5.       Supplemental Death Benefit

         If a  Participant  dies  prior to his or her  Retirement  but after the
Participant  has attained age 55 and has completed at least 15 Years of Service,
the  Participant's  surviving  spouse, if any, shall be entitled to receive from
the Participant's  Company an annuity for such spouse's  lifetime,  in an amount
equal to 50% of the Supplemental Pension Benefit that would have been payable to
the Participant  hereunder  (including the 20% increase in the monthly  payments
thereof that would have been payable pursuant to Section  4(f)(iii) above) if he
or she had not died, if the  Participant's  Retirement  had occurred on the last
day of the  month in which  his or her death  occurs,  and if the  Participant's
Supplemental  Pension  Benefit were payable in the form of a single life annuity
commencing on the first day of the month following the date of the Participant's
death.

6.       Administration

         (a) The Plan shall be administered by the Committee. In addition to the
responsibilities and powers assigned to the Committee elsewhere in the Plan, the
Committee shall have the authority, in its discretion, to interpret the Plan, to
decide all questions that may arise as to the construction or application of any
of its provisions,  and make all determinations as to the rights of Participants
or other  persons to  benefits  under the Plan.  Any  determination  made by the
Committee prior to a Change in Control as to the interpretation, construction or
application of the Plan, or as to the rights of any  Participant or other person
to benefits under the Plan, shall be conclusive and binding on all parties.  Any
such  determination  made by the Committee  after the  occurrence of a Change in
Control that denies,  in whole or in part,  any claim made by any individual for
benefits  hereunder  shall be subject  to  judicial  review,  under a "de novo",
rather than a deferential, standard.

         (b) The Committee may delegate any  administerial or  non-discretionary
function  pertaining  to the  administration  of the  Plan  to any  one or  more
officers  or  employees  of any of  the  GPU  Companies,  as the  Committee  may
determine in its discretion.


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7.       Amendment and Termination

         (a) Subject to Section  7(c),  the Plan may be amended or terminated at
any time by GPU Service,  Inc. ("GPUS"),  with the concurrence of the Committee.
Any such  amendment  may be made  with  retroactive  effect  to the  extent  not
prohibited by law.

         (b) Action to amend the Plan may be taken by GPUS either by  resolution
duly adopted by its Board of Directors,  or by an instrument in writing executed
by an officer of GPUS to whom  authority to adopt or approve  amendments  to the
Plan has been  delegated  pursuant to a resolution  duly adopted by the Board of
Directors  of GPUS.  Action  to  terminate  the  Plan  shall be taken by GPUS by
resolution of its Board of Directors.

         (c)      Notwithstanding the provisions of Sections 7(a) and 7(b),

                  (i)      no amendment to or termination of the Plan shall
         impair any rights to benefits which have accrued hereunder, and

                  (ii) no amendment to Section 6(a) or to this Section 7(c), nor
         any termination of the Plan,  effectuated (A) at the request of a third
         party who had  indicated an intention or taken steps to effect a Change
         in Control  and who  effectuates  a Change in  Control,  (B) within six
         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 (C)  following  a  Change  in  Control,  shall be
         effective if the amendment or termination  adversely affects the rights
         of any Participant under the Plan.

8.       Rights of Participants

         A Participant's rights and interests under the Plan shall be subject to
the following provisions:

         (a) A Participant shall have the status of a general unsecured creditor
of his or her  Company  with  respect to his or her right to receive any payment
under the Plan.  The Plan shall  constitute a mere promise by the  Participant's
Company to make payments in the future of the benefits  provided for herein.  It
is intended that the  arrangements  reflected in the Plan be treated as unfunded
for tax purposes,  as well as for purposes of any applicable provisions of Title
I of ERISA.


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         (b) A  Participant's  rights to  payments  under the Plan  shall not be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance,  attachment, or garnishment by creditors of the Participant
or his or her beneficiary.

         (c) Neither the Plan nor any action taken  hereunder shall be construed
as giving any  Participant  any right to be retained in the employment of any of
the GPU Companies.

         (d) Notwithstanding  any other provision herein to the contrary,  there
shall be deducted from any payment  otherwise  required to be made hereunder any
federal,  state or local taxes  required by law to be withheld  with  respect to
such payment.