Exhibit 10-Y:









February 23, 2000

Robert L. Wise
701 Tioga Street
Johnstown, Pennsylvania  15905


Dear Robert:

         The purpose of this letter is to set forth the terms and  conditions of
the supplemental  pension that GPU Service,  Inc. ("GPUS") has agreed to provide
to you upon your retirement.

         1.  Upon  your  retirement  from  employment  with  GPUS and all  other
subsidiaries of GPU, Inc. (GPU, Inc. and its subsidiaries are referred to herein
as the "GPU  Companies") on any date  subsequent to the date of this letter (the
date as of which you so retire is referred to herein as your "Retirement  Date")
you  shall be  entitled  to  receive  from  GPUS a  supplemental  pension  (your
"Supplemental  Pension"),  which shall be in addition to the pension  payable to
you  under the GPU  Companies  Employee  Pension  Plan (the  "EPP")  and  GPUS's
Supplemental  and Excess Benefits Plan (together,  the "GPU Retirement  Plans"),
and  in  addition  to the  pension  payment  to  you  under  the  GPU  Companies
Supplemental Executive Retirement Plan.

         2. The Supplemental Pension payable to you hereunder, when expressed as
a single life annuity,  shall be a monthly amount of income equal to the amount,
if any,  by which  either (a)  $19,885.91  for each month  beginning  after your
Retirement Date and before the month beginning after your 62nd birthday,  or (b)
$19,385.91 for each month  beginning  after the later of your Retirement Date or
your 62nd birthday,  exceeds (c) the aggregate pension amount payable to you for
such month under the GPU Retirement  Plans,  determined for this purpose without
taking into account (i) any  Additional  Pension amount payable to you under the
EPP and (ii) the 20%  increase in the pension  amounts  payable to you under the
GPU Retirement Plans during the first 12 months  following your retirement.  The
amounts specified in (a) and (b) of the preceding  sentence shall be adjusted to
reflect any awards


<PAGE>


made  to you  after  the  date  of  this  Agreement  under  the  GPUS  Incentive
Compensation  Plan for Elected  Officers,  to the extent such awards are treated
under  Section 1.11 of the EPP as  "Earnings"  for calendar  months ending on or
prior to February 29, 2000.

         For purposes of the  foregoing,  if any part of the  aggregate  pension
amount payable to you under the GPU Retirement  Plans is not payable in the form
of a single life annuity commencing on the first day of the month following your
Retirement  Date,  the  pension  amount  referred  to in (c)  of  the  preceding
paragraph shall be determined as if such part were so payable.

         3.  The  Supplemental  Pension  shall  be paid to you in the  form of a
single life annuity  unless you are married on your  Retirement  Date,  in which
case it shall be paid in the form  described  as option 2 in Section 10.1 of the
EPP, with your spouse as beneficiary.

         4. If you should die  before  you start to  receive  your  Supplemental
Pension,  your surviving  spouse, if any, shall be entitled to receive from GPUS
an annuity  (the  "Survivor's  Annuity")  payable to her for her  lifetime  in a
monthly  amount  equal to 50% of the  Supplemental  Pension that would have been
payable to you hereunder if you had not died, if you had retired on the last day
of the month in which your death  occurs and if you had not been married on such
last day.  Payment of the Survivor's  Annuity shall commence on the first day of
the month  following  the date of your death and shall end with the  payment due
for the month in which your surviving spouse's death occurs.

         5. Payment of your Supplemental Pension shall commence on the first day
of the month  following your  Retirement Date and shall end with the payment due
for the month in which your  death  occurs  or, if the  Supplemental  Pension is
payable in the form  described as Option 2 in Section 10.1 of the EPP, the month
in which your death or your spouse's death occurs whichever is the later.

         6. With each monthly payment of the Supplemental Pension payable to you
during the first 12 months following your Retirement Date, you shall be entitled
to  receive an  additional  amount  equal to 20% of the  amount of such  monthly
payment;  provided,  however,  that if clause (a) of Section 2 hereof applies in
calculating  the  Supplemental  Pension  amount  payable  for  such  month,  the
additional  amount  payable to you for such month under this  Section 6 shall be
equal to 20% of the Supplemental Pension amount that would be payable to you for
such month if clause (b) instead of clause (a) of Section 2 were  applicable  in
calculating the amount of your Supplemental Pension payment for such month.

                                        2


<PAGE>


         7.  Notwithstanding  any  other  provision  of  this  Agreement  to the
contrary, you may elect to have the Supplemental Pension that becomes payable to
you or your  surviving  spouse under Section 1 or 4 hereof paid in the form of a
single lump sum payment. The amount of such lump sum payment shall be determined
in the same manner as the amount of the lump sum payment payable  pursuant to an
election by you under  clause (a) of the first  paragraph  of Section 8 would be
determined, as provided in the third paragraph of Section 8.

         Any election under this Section 7 shall be effective only if it is made
at least  twenty-four  (24) months prior to the  termination of your  employment
with the GPU Companies.  Any election so made may be revoked, and a new election
may be made under this Section 7, at any time; provided,  however, that any such
revocation  or new  election  shall be  effective  only if it is made within the
period specified in the preceding  sentence.  Any election,  or revocation of an
election, that may be made by you under this Section 7 shall be made in writing,
on a form  that is  furnished  to you for  such  purpose  by the  Administrative
Committee for the EPP (the "Administrative Committee") and that is signed by you
and delivered to the Administrative Committee.

         8.  Notwithstanding  any other  provision of this  Agreement or the GPU
Retirement  Plans to the contrary,  or any other form of distribution or payment
provided for or optional form of distribution or payment otherwise elected under
this  Agreement  or the GPU  Retirement  Plans,  you shall be  permitted to make
either one, or both, of the following  special  distribution  elections:  (a) to
have the  Supplemental  Pension  payable  to you  hereunder,  or the  Survivor's
Annuity payable hereunder to your surviving spouse, distributed in the form of a
single lump sum payment in the event of your  termination of employment with the
GPU  Companies  for any reason  within  the two (2) year  period  following  the
occurrence of a "Change in Control" (as defined in Appendix A hereto), or (b) if
a Change in Control occurs after the termination of your employment with the GPU
Companies but before all payments  required to be made hereunder with respect to
your  Supplemental  Pension  have been made,  to have the  Supplemental  Pension
payments that otherwise would be made hereunder after the date of such Change in
Control paid in the form of a single lump sum payment.

         An  election  under  clause  (a) of the  preceding  paragraph  shall be
effective  only if it is made either at least  twenty-four  (24) months prior to
such termination of your  employment,  or if such termination of your employment
is the result of an "Involuntary  Termination" (as defined in Appendix A hereto)
at least one year prior to such Change in Control.  An election under clause (b)
of the preceding paragraph shall be effective

                                        3


<PAGE>


only if it is made at least one year prior to the Change in  Control,  and prior
to the termination of your  employment.  Any special  election made under clause
(a) or (b) of the preceding paragraph may be revoked, and a new special election
may be made thereunder, at any time; provided, however, that any such revocation
or new election shall be effective only if it is made within the election period
specified in this paragraph.  Any special  election,  or revocation of a special
election,  that  may be made  hereunder  shall  be made in the  same  manner  as
provided in the last sentence of the second paragraph of Section 7.

         The lump sum payment to be made to you pursuant to your election  under
clause  (a) of the  second  preceding  paragraph  shall be in an amount  that is
"Actuarially Equivalent" (as defined below and determined as of the first day of
the  month  following  the  date  of  your  termination  of  employment)  to the
Supplemental  Pension that otherwise would be payable to you pursuant to Section
2 hereof if payment of your Supplemental  Pension and the pension payable to you
under the GPU Retirement Plans (i) were to commence on your Retirement Date, and
(ii) were to be made in the form of a single life annuity.  The lump sum payment
to be made to your surviving  spouse  pursuant to your election under clause (a)
of the second  preceding  paragraph  shall be in an amount  that is  Actuarially
Equivalent  (as defined  below and  determined  as of the first day of the month
following the date of your death) to the Survivor's Annuity that otherwise would
be payable to your surviving spouse pursuant to Section 4 hereof.

         The  lump  sum  payment  to be  made to you or  your  surviving  spouse
pursuant to your  election  under clause (a) of the second  preceding  paragraph
shall be made by no later  than  thirty  (30)  days  following  the date of your
termination of employment.

         The lump sum payment to be made pursuant to your election  under clause
(b) of the third  preceding  paragraph shall be in an amount that is Actuarially
Equivalent  (as defined  below and  determined  as of the first day of the month
coincident  with or next  following  the date on which  the  Change  in  Control
occurs) to the payments that  otherwise  would be made hereunder with respect to
your  Supplemental  Pension after the date of such Change in Control.  Such lump
sum payment  shall be made by no later than thirty (30) days  following the date
on which such Change in Control occurs.

         For purposes of this Section 8,  "Actuarially  Equivalent"  shall mean,
with respect to any distribution or payment,  an actuarially  equivalent amount,
calculated by using the annual interest rate on 30-year Treasury  securities for
the second month preceding the calendar year in which such  distribution is made
or commences, and the mortality table prescribed for

                                        4


<PAGE>


purposes of section  417 (e) (3) (A) (ii) (I) of the  Internal  Revenue  Code of
1986, as amended (the "Code") . Such annual  interest  rate and mortality  table
shall be as specified or prescribed by the  Commissioner of the Internal Revenue
Service for purposes of Section 417(e)(3)(A)(ii) of the Code in revenue rulings,
notices or other guidance.

         9. In addition to the  Supplemental  Pension  described above, you will
also receive (i) an extension of coverage in your and your family's  health care
benefits under the Supplemental and Excess Medical Plan to the third anniversary
of the date of your  retirement,  or your  attainment  of age 62,  whichever  is
later, and (ii) an amendment to your Split-Dollar Agreement that will permit you
to receive the maximum level of benefits  with respect to your Senior  Executive
Life Insurance  policy provided for under GPUS's Senior Executive Life Insurance
Program.

         10.  You and your  surviving  spouse  shall  have the  status of a mere
unsecured  creditor of GPUS with respect to your,  and her, right to receive any
payment under this Agreement.  This Agreement shall constitute a mere promise by
GPUS to make payments in the future of the benefits  provided for herein.  It is
intended  that the  arrangements  reflected  in this  Agreement  be  treated  as
unfunded for tax purposes, as well as for purposes of Title I of ERISA.

         11. Your rights and your  surviving  spouse's  rights to payments under
this Agreement shall not be subject in any manner to  anticipation,  alienation,
sale, transfer,  assignment,  pledge, encumbrance,  attachment or garnishment by
your creditors or the creditors of your spouse or any other beneficiary.

         12.  The  Supplemental  Pension  and  other  benefits  provided  to you
hereunder  are in lieu of any and all  benefits  to which  you  would  have been
entitled under the 1998 Voluntary  Enhanced  Retirement  Program (the "VERP") if
you had retired  under the VERP in accordance  with its terms.  It is understood
and  agreed  that  the  VERP  Agreement  between  you and GPU  Generation,  Inc.
("Genco") dated  September 17, 1998 ("your VERP  Agreement") is no longer of any
force  and  effect,  and that  neither  you nor  Genco  nor any other of the GPU
Companies has any further rights, obligations or liabilities thereunder.

                                        5


<PAGE>


         If the foregoing correctly reflects your understanding of the agreement
between  you and  GPUS as to your  Supplemental  Pension,  will  you  please  so
indicate  on the  enclosed  duplicate  copy  of  this  letter  which  will  then
constitute a binding  agreement  between  GPUS on the one hand,  and you, on the
other.

                                        GPU SERVICE , INC.


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

The foregoing correctly reflects my understanding and is agreed to by me as of
the date of this letter



--------------------------
Robert L. Wise









                                        6


<PAGE>





                                   APPENDIX A

         "Change in Control" shall mean:

                  (1) An acquisition  (other than directly from GPU, Inc. ("GPU"
) of any common stock of GPU ("Common Stock") or other voting  securities of GPU
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 GPU'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) GPU 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 GPU (for
purposes of this definition,  a "Subsidiary"),  (B) GPU 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 GPU (the "Incumbent  Board"),  cease for any reason to
constitute  at least  seventy  percent  (70%)  of the  members  of the  Board of
Directors of GPU (the  "Board");  provided,  however,  that if the election,  or
nomination for election by GPU'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
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

                                       A-1


<PAGE>


                  (3)      The consummation of:

                           (A) A merger, consolidation or reorganization with or
                  into GPU or in which securities of GPU 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 GPU or in which
                  securities of GPU are issued where:

                                    (i) the  shareholders  of  GPU,  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) GPU, (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  GPU  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 GPU,
                           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 GPU; or


                                       A-2


<PAGE>



                           (C)  The  sale  or  other   disposition   of  all  or
                  substantially  all of the assets of GPU 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 GPU 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 GPU, and after
such share  acquisition by GPU, 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.

         "Involuntary Termination" shall mean the termination of your employment
with the GPU  Companies  (A) as a result of your death,  (B) by any GPU Company,
for any reason, or (C) by you, for "Good Reason."

         "Good  Reason" shall mean the  occurrence  after a Change in Control of
any of the following events or conditions:

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

                  (2)      a reduction in the rate of your annual base salary;

                  (3)      any change in location of your place of employment to
a location other than Reading, Pennsylvania without your consent;


                                       A-3


<PAGE>



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

                  (5) the failure by the GPU Companies (A) to continue in effect
(without reduction in benefit level,  and/or reward  opportunities) any material
compensation  or  employee   benefit  plan  in  which  you  were   participating
immediately  prior to such failure by the GPU Companies,  unless a substitute or
replacement plan has been  implemented  which provides  substantially  identical
compensation  or  benefits  to you  or  (B) to  continue  to  provide  you  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 you were
participating immediately prior to such failure by the GPU Companies;

                  (6) the  failure  of GPUS to obtain a  satisfactory  agreement
from any  successors or assigns to assume and agree to honor and perform  GPUS's
obligations under this Agreement; or

                  (7) any purported  termination of your employment which is not
effected  pursuant  to a Notice of  Termination  as that term is defined in your
Severance Agreement dated February 23, 2000.

                  Any event or  condition  described  in clauses (1) through (7)
above which occurs (A) within twelve (12) months prior to a Change in Control or
(B) prior to a Change in Control but which you reasonably demonstrate (x) was at
the  request of a third  party who has  indicated  an  intention  or taken steps
reasonably calculated to effect a Change in Control and who effectuates a Change
in Control or (y) otherwise  arose in connection  with, or in  anticipation of a
Change in Control which has been threatened or proposed,  shall  constitute Good
Reason for purposes of this Agreement  notwithstanding that it occurred prior to
a Change in Control.

                                       A-4