Exhibit 10-X










                        PERFORMANCE UNITS AGREEMENT UNDER

                      THE 1990 STOCK PLAN FOR EMPLOYEES OF

                                    GPU, INC.

                                AND SUBSIDIARIES





                                (1999 AGREEMENT)










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AGREEMENT made as of  ------------------------------, by and between GPU, Inc.
(the "Corporation") and  ----------------------------- (the "Recipient"):

WHEREAS,  the  Corporation  maintains  the 1990 Stock Plan for Employees of GPU,
Inc. and Subsidiaries  (the "Plan") under which the Personnel,  Compensation and
Nominating  Committee of the Corporation's  Board of Directors (the "Committee")
may, among other things,  award units ("Performance  Units") representing rights
to acquire shares of the  Corporation's  Common Stock,  $2.50 par value ("Common
Stock")  to  such  employees  of the  Corporation  and its  subsidiaries  as the
Committee may determine, subject to such terms, conditions or restrictions as it
may deem appropriate;

WHEREAS,  pursuant to the Plan,  the  Committee  has granted to the Recipient an
award of Performance Units subject to the terms and conditions set forth in this
Agreement; and

WHEREAS,  the Plan requires that an award of Performance Units be evidenced by a
written  agreement  between the Corporation and the Recipient that contains such
restrictions, terms and conditions as the Committee may require;

NOW, THEREFORE, the parties hereto agree as follows:

1.       AWARD OF PERFORMANCE UNITS; NATURE OF RIGHTS

                  (a)  In  accordance  with  the  provisions  of the  Plan,  the
                  Committee awarded to the Recipient on  -----------------  (the
                  "Award  Date")  ----------  Performance  Units.  Each  unit so
                  awarded, and each additional  Performance Unit credited to the
                  Recipient  pursuant  to  Section 2 (the  Performance  Units so
                  awarded and the additional  Performance  Units so credited are
                  hereinafter   referred  to  collectively  as  the  Recipient's
                  "Units"),  shall  entitle the  Recipient,  upon the vesting of
                  such units as  provided  in Section 3 hereof,  to receive  one
                  share  of  Common  Stock,  or a cash  payment  in lieu of such
                  share, subject to the terms, conditions,  and restrictions set
                  forth herein.

                  (b) Prior to the issuance, as provided in Section 4 hereof, of
                  shares of Common Stock with respect to the Recipient's  Units,
                  or with respect to the Recipient's  "Deferred Vested Units" as
                  defined in Section 4(f)(ii) hereof, the Recipient shall not be
                  entitled to any of the rights of a stockholder of the
                  Corporation by reason of such Units or Deferred Vested Units.

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                  (c)      Notwithstanding  anything  in this  Agreement  to the
                           contrary,  the  Recipient  shall have the status of a
                           mere  unsecured  creditor  of  the  Corporation  with
                           respect  to his or her right to receive  any  payment
                           hereunder; and this Agreement shall constitute a mere
                           promise by the  Corporation  to make  payments in the
                           future in accordance with the terms hereof. It is the
                           intention of the parties hereto that the arrangements
                           set forth in this  Agreement  be treated as  unfunded
                           for tax purposes and, if it should be determined that
                           Title I of ERISA is applicable to such  arrangements,
                           for purposes of Title I of ERISA.

2.       ADDITIONAL PERFORMANCE UNITS

                  (a) As of each date prior to the  Vesting  Date (as defined in
                  Section  3(a) below) on which a dividend is paid on the Common
                  Stock  ("Dividend  Payment Date"),  there shall be credited to
                  the  Recipient  hereunder a number of  additional  Performance
                  Units  determined by multiplying  (i) the aggregate  number of
                  Units standing to the Recipient's  credit immediately prior to
                  such Dividend  Payment  Date,  by (ii) the quotient  resulting
                  from dividing (A) the per share amount of the dividend so paid
                  by (B) the  price  per  share  used  for the  reinvestment  of
                  dividends  paid  on  such  Dividend  Payment  Date  under  the
                  provisions  of the  Corporation's  Dividend  Reinvestment  and
                  Stock Purchase Plan.

                  (b) Any additional Performance Units credited to the Recipient
                  pursuant to this Section 2 shall be subject to the same terms,
                  conditions and  restrictions as are applicable with respect to
                  the Recipient's initially awarded Performance Units.

3.       ADJUSTMENT AND VESTING OF UNITS

                  (a) For purposes of this Agreement,  the Recipient's  "Vesting
                  Date" shall mean the earliest to occur of the following dates:

                           (i)   the fifth anniversary of the Award Date;



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                           (ii)  the date as of which the Recipient's employment
                           with the Corporation or any subsidiary terminates
                           as a result of the Recipient's death; or

                           (iii) an "Acceleration Date," as defined in the Plan.

                  (b) As of the Recipient's  Vesting Date, the aggregate  number
                  of Units then  standing  to the  Recipient's  credit  shall be
                  adjusted in accordance with the following provisions:

                           (i) The  aggregate  number of the  Recipient's  Units
                           shall  be  adjusted  by  multiplying  such  aggregate
                           number  by  the  Performance   Percentage  determined
                           pursuant to the following table:


                          If the Corporation's TSR            The Performance
                          Percentile Ranking is in the:     Percentage shall be:
                          ----------------------------       -------------------
                          90th percentile - or above                 200%
                          85th to 89th                               175
                          80th to 84th                               160
                          75th to 79th                               145
                          70th to 74th                               130
                          65th to 69th                               120
                          60th to 64th                               110
                          55th to 59th                               100
                          50th to 54th                                90
                          45th to 49th                                75
                          40th to 44th                                50
                          below 40th                                   0

                           For purposes of the foregoing,  the Corporation's TSR
                           Percentile   Ranking   shall  be  determined  by  (A)
                           ascertaining,   for  each  company   (including   the
                           Corporation)   included  in  the  Standard  &  Poor's
                           Electric Utility Companies Index (the "Index") on the
                           last  day  of  the  Performance  Period  (as  defined
                           below),   such  company's   average  quarterly  total
                           shareholder  return ("TSR") for all calendar quarters
                           in the Performance  Period, as reported in the Index;
                           (B)  ascertaining  the number of such companies whose
                           average  quarterly TSR for the Performance  Period is
                           lower than the  Corporation's;  and (C) dividing such
                           number by the total number of  companies  included in
                           the Index

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                           on such last day. The "Performance Period" shall mean
                           the period from January 1, 1998 through  December 31,
                           2002.

                           (ii)  Notwithstanding  the  foregoing,   (A)  if  the
                           Recipient's  Vesting  Date  occurs  by  reason of the
                           Recipient's  death  prior  to  the  first  day of the
                           calendar year which includes the fifth anniversary of
                           the Award Date,  the  Recipient's  Units shall not be
                           adjusted in the manner  described in subparagraph (i)
                           above; and (B) if the Recipient's Vesting Date occurs
                           by reason of an Acceleration  Date occurring prior to
                           such first day,  the  adjustment  with respect to the
                           Recipient's  Units  required under  subparagraph  (i)
                           above   shall  be  made   using  as  the   applicable
                           Performance  Percentage  100%  or,  if  greater,  the
                           Performance  Percentage  that would  apply  under the
                           table  set  forth in  subparagraph  (i)  above if the
                           Performance  Period had ended on  December  31 of the
                           calendar year immediately preceding such Acceleration
                           Date.

                           (iii)  If  the   Recipient's   employment   with  the
                           Corporation or any subsidiary terminates prior to the
                           fifth  anniversary  of the Award  Date as a result of
                           the Recipient's death,  Eligible  Retirement or Total
                           Disability,  the  number  of  Units  standing  to the
                           Recipient's credit as of the Recipient's Vesting Date
                           (after  taking into account any  adjustment  required
                           under  subparagraph  (i) above) shall be adjusted (or
                           further adjusted) by multiplying such number of Units
                           by   the   Recipient's   Service   Percentage.    The
                           Recipient's   "Service  Percentage"  shall  mean  the
                           percentage determined by dividing by 60 the number of
                           months in the period  beginning on the Award Date and
                           ending  on  the  date  of  such  termination  of  the
                           Recipient's  employment;  and for this  purpose,  any
                           fraction of a month  included in such period shall be
                           treated  as a full  month.  This  subparagraph  (iii)
                           shall  not  apply  if the  Recipient's  Vesting  Date
                           occurs by reason of the occurrence of an Acceleration
                           Date.

                  (c)      As of the Recipient's Vesting Date, all Units then
                  standing to the Recipient's credit (after taking


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                  into account any adjustments required under subparagraphs (i),
                  (ii) and (iii) of paragraph (b) above) shall become vested. If
                  the  number  of  Units  standing  to  the  Recipient's  credit
                  immediately   prior  to  any  adjustments   made  pursuant  to
                  subparagraphs  (i),  (ii) and  (iii) of  paragraph  (b)  above
                  exceed the number of Units standing to the Recipient's  credit
                  after  giving   effect  to  such   adjustments,   all  of  the
                  Recipient's rights with respect to such excess number of Units
                  shall be forfeited as of the Vesting Date. If the  Recipient's
                  employment  with  the  Corporation  or any  subsidiary  should
                  terminate  before the Recipient's  Vesting Date for any reason
                  other than as a result of the Recipient's  Eligible Retirement
                  or  Total  Disability,  all of  the  Recipient's  rights  with
                  respect to any Units credited to the Recipient hereunder shall
                  be forfeited as of the date of such termination.

                  (d) For purposes of this Agreement,  (i) the term "subsidiary"
                  shall have the same meaning as in  paragraph  4(a) of the Plan
                  and (ii) the  transfer of a  Recipient's  employment  from one
                  subsidiary to another shall not be treated as a termination of
                  the Recipient's employment.

4.       PAYMENT FOR VESTED UNITS

                  (a) Upon the Vesting Date, the Recipient shall become entitled
                  to receive payment with respect to the Units which have become
                  vested on such date (such Units are  hereafter  referred to as
                  the Recipient's "Vested Units"). Payment shall be made as soon
                  as   practicable   after  the  Vesting  Date,  in  the  manner
                  hereinafter set forth in this Section 4.

                  (b)  Except as  otherwise  provided  in  paragraph  (c) below,
                  payment with respect to the Recipient's  Vested Units shall be
                  made by the  issuance  to the  Recipient  of  shares of Common
                  Stock.  Except as  otherwise  provided in  paragraph  (d) (ii)
                  below,  one share of Common  Stock shall be issued for each of
                  the  Recipient's  Vested Units.  The  Recipient  shall own any
                  shares of Common  Stock so issued (or issued  with  respect to
                  the  Recipient's  Deferred Vested Units) free and clear of any
                  restrictions  and  shall  be free to hold or  dispose  of such
                  shares at will, subject,

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                  however, to any restrictions that may be imposed by law.

                  (c) The Committee, in its sole discretion,  may determine that
                  payment with respect to any or all of the  Recipient's  Vested
                  Units  shall be made in cash  instead  of in  shares of Common
                  Stock,  and payment with respect to any  fractional  part of a
                  Vested  Unit  shall  be  made in  cash.  Except  as  otherwise
                  provided in  paragraph  (d) (i) below,  the amount of the cash
                  payment to be made with  respect  to any Vested  Unit shall be
                  equal to (and the  amount of the cash  payment to be made with
                  respect to any fractional part of a Vested Unit shall be based
                  upon) the per share closing price of one share of Common Stock
                  as reported on the New York Stock Exchange  Composite Tape for
                  the Vesting  Date, or if there are no sales of Common Stock on
                  such  date,  for the next  preceding  day on which  there were
                  sales of Common Stock.

                  (d) Upon the  occurrence of an  Acceleration  Date, the amount
                  payable   with  respect  to  the   Recipient's   Vested  Units
                  (including any Units that became vested prior to such date but
                  for which payment hereunder has not been made as of such date,
                  but not  including  any  Deferred  Vested  Units as defined in
                  Section 4(f)(ii) hereof standing to the Recipient's  credit on
                  such date except as  otherwise  provided  in Section  4(g)(iv)
                  hereof) shall be determined as follows:

                           (i) To the  extent  that the  payment  for any of the
                           Recipient's  Vested Units is to be made in cash,  the
                           amount of cash to be paid for such Vested Units shall
                           be equal to the  product  of (A) the  number  of such
                           Vested Units,  multiplied by (B) the highest  closing
                           price per share of the Common  Stock,  as reported on
                           the New York Stock Exchange Composite Tape, occurring
                           during the  90-day  period  preceding  and the 90-day
                           period   following   the   Acceleration   Date   (the
                           "Multiplication Factor").

                           (ii)  To  the  extent  that  payment  for  any of the
                           Recipient's  Vested  Units is to be made in shares of
                           Common Stock, the number of shares of Common Stock to
                           be issued with  respect to such Vested Units shall be
                           determined by dividing (A) the

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                           product  of (y)  the  number  of  such  Vested  Units
                           multiplied by (z) the  Multiplication  Factor, by (B)
                           the per share  closing  price of the Common  Stock as
                           reported  on the New York  Stock  Exchange  Composite
                           Tape for the day  preceding  the payment  date, or if
                           there are no sales of Common Stock on such date,  for
                           the next  preceding  day on which there were sales of
                           Common Stock.

                  (e) If the  Recipient  has died prior to the date on which any
                  payment  is  to  be  made   hereunder   with  respect  to  the
                  Recipient's Vested Units or Deferred Vested Units, the payment
                  otherwise  required to be made to the Recipient  shall be made
                  to the Recipient's beneficiary or estate, as the case may be.

                  (f)  Subject  to the  provisions  of  paragraph  (g) below but
                  notwithstanding  any other provisions of this Section 4 to the
                  contrary,   payment  with  respect  to  part  or  all  of  the
                  Recipient's Vested Units shall be deferred,  and shall be made
                  at the time and in the manner  hereinafter  set forth,  if the
                  Recipient  so  elects  in   accordance   with  the   following
                  provisions:

                           (i) An election by the Recipient  hereunder  shall be
                           made in writing, on a form furnished to the Recipient
                           for such purpose by the Committee.  The form shall be
                           filed with the  Committee  at least one year prior to
                           the Vesting Date.

                           (ii) In the Recipient's  election form, the Recipient
                           shall specify the number of Vested Units payment with
                           respect to which the  Recipient  wishes to defer (the
                           number of Vested Units  payment with respect to which
                           is  deferred  pursuant  to the  Recipient's  election
                           hereunder,   and  the  number  of  additional   units
                           credited to the  Recipient  pursuant to  subparagraph
                           (vi) below are hereinafter  collectively  referred to
                           as the Recipient's "Deferred Vested Units"); the date
                           on which  payment  with  respect  to the  Recipient's
                           Deferred  Vested Units shall be made or commence (the
                           "Payment   Commencement  Date")  in  accordance  with
                           subparagraph  (iii)  below;  and the  method by which
                           payment  with  respect  to the  Recipient's  Deferred
                           Vested Units shall be made (the "Payment

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                           Method") in accordance with subparagraph (iv) below.

                           (iii)  The  Recipient  may  select,  as  the  Payment
                           Commencement  Date,  the first business day of any of
                           the following:  (A) the third calendar year following
                           the  calendar  year in which the Vesting Date occurs,
                           or any later  calendar  year;  (B) the earlier of (x)
                           any calendar year which the Recipient is permitted to
                           select  under  clause (A), or (y) the  calendar  year
                           following  the later of the Vesting  Date or the date
                           of the termination of the Recipient's employment with
                           the  Corporation or any subsidiary or the Recipient's
                           Total Disability;  or (C) the calendar year following
                           the  later  of the  Vesting  Date or the  date of the
                           termination of the  Recipient's  employment  with the
                           Corporation  or any  subsidiary  or  the  Recipient's
                           Total Disability, or any later calendar year.

                           (iv) The Recipient may select, as the Payment Method,
                           either (A) a single lump sum payment,  or (B) payment
                           in  annual  installments,  over a period  of at least
                           five years,  or such  greater  number of years as the
                           Recipient specifies in the Recipient's election form.
                           With each such annual  installment,  payment shall be
                           made  with  respect  to a number  of the  Recipient's
                           Deferred Vested Units equal to the quotient resulting
                           from dividing (C) the total number of Deferred Vested
                           Units standing to the Recipient's credit hereunder on
                           the  applicable  payment  date,  by (D) the number of
                           installment  payments  remaining  to be  made on such
                           date.   Immediately  after  each  annual  installment
                           payment has been made, the number of Deferred  Vested
                           Units standing to the  Recipient's  credit  hereunder
                           shall be  reduced by the  number of  Deferred  Vested
                           Units with respect to which such payment was made.

                           (v)  Any election made hereunder by the Recipient
                           shall be irrevocable.

                           (vi) Until payment has been made with respect to all
                           of the Recipient's Deferred Vested Units
                           (including those credited to the Recipient under


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                           this  subparagraph),  there  shall be credited to the
                           Recipient  hereunder,  as of  each  Dividend  Payment
                           Date, a number of  additional  Deferred  Vested Units
                           determined by multiplying  (A) the number of Deferred
                           Vested  Units  (including  any  additional   Deferred
                           Vested  Units  previously  credited to the  Recipient
                           under this subparagraph)  standing to the Recipient's
                           credit  hereunder  on the day  immediately  preceding
                           such  Dividend  Payment  Date,  by (B)  the  quotient
                           referred to in Section 2(a)(ii) hereof.

                           (vii)   Payment  with  respect  to  the   Recipient's
                           Deferred  Vested  Units shall be made in cash,  or in
                           shares of Common Stock, or in any combination of cash
                           or such shares,  as the Committee  shall determine in
                           its sole discretion.  To the extent that payment with
                           respect  to any of the  Recipient's  Deferred  Vested
                           Units is to be made in shares of  Common  Stock,  one
                           share of Common  Stock  shall be issued for each such
                           Deferred  Vested Unit. The amount of the cash payment
                           to be made with respect to any Deferred  Vested Units
                           shall be equal to (and with respect to any fractional
                           part of a Deferred Vested Unit,  shall be based upon)
                           the per  share  closing  price of one share of Common
                           Stock  as  reported  on the New York  Stock  Exchange
                           Composite Tape for the last business day  immediately
                           preceding  the date on which such cash  payment is to
                           be made.

                           (viii)  A deferral election otherwise permitted to be
                           made hereunder shall be subject to the following
                           limitations:

                                    (A) If the  Recipient's  Vesting Date should
                                    occur within one year  following the date on
                                    which the Recipient's election form is filed
                                    with the  Committee,  or if the Vesting Date
                                    occurs more than one year from such date but
                                    occurs as a result of the  occurrence  of an
                                    Acceleration Date, the Recipient's  deferral
                                    election  shall  not be  given  effect,  and
                                    payment  with  respect  to  the  Recipient's
                                    Vested  Units  shall  be made in  accordance
                                    with the other applicable provisions of this
                                    Section 4.

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                                    (B) No deferral  election shall be effective
                                    hereunder if at any time during the 12-month
                                    period  ending  on  the  Vesting  Date,  the
                                    Recipient  received  a  hardship  withdrawal
                                    under  Section  7.2(e) of the GPU  Companies
                                    Employee  Savings  Plan  for   Nonbargaining
                                    Employees.

                                    (C) No amount may be deferred  with  respect
                                    to the Recipient's  Vested Units pursuant to
                                    the Recipient's  deferral election hereunder
                                    to the extent that any tax is required to be
                                    withheld   with   respect  to  such   amount
                                    pursuant  to  applicable  federal,  state or
                                    local law.

                           (ix)  Notwithstanding  any  other  provision  in this
                           paragraph  (f) to the  contrary,  to the  extent  the
                           Committee  in  its  sole  discretion  so  determines,
                           payment  with  respect  to  any  part  or  all of the
                           Recipient's  Deferred Vested Units may be made to the
                           Recipient  or  to  the  Recipient's   beneficiary  or
                           estate,  on any date  earlier  than the date on which
                           such   payment  is  to  be  made   pursuant   to  the
                           Recipient's  election  hereunder,  in  the  following
                           circumstances:  (A) in the  event of the  Recipient's
                           death   prior  to  the  Payment   Commencement   Date
                           specified in the Recipient's election hereunder;  (B)
                           in  the  event  the  Recipient  becomes  entitled  to
                           receive payments under the Long-Term  Disability Plan
                           or  Employee  Pension  Plan of any GPU  Company  as a
                           result of  incurring a Total  Disability;  and (C) in
                           the event the  Recipient  requests such early payment
                           and the Committee, in its sole discretion, determines
                           that such  early  payment  is  necessary  to help the
                           Recipient  meet some severe  financial  need  arising
                           from circumstances  which were beyond the Recipient's
                           control and which were not foreseen by the  Recipient
                           at the time of the Recipient's election hereunder.

                  (g)  Notwithstanding  any  provision in paragraph (f) above to
                  the contrary or any other election made by the Recipient under
                  paragraph (f), the Recipient may make a special election under
                  this  paragraph (g)  regarding  payment with respect to his or
                  her Deferred

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                  Vested Units in the event a "Change in Control", as defined in
                  the Plan, should occur.

                           (i) The Recipient  may elect under this  subparagraph
                           (i) to have payment with respect to all of his or her
                           Deferred  Vested  Units  made in the form of a single
                           lump sum payment upon the  occurrence  of a Change in
                           Control  prior  to  the  Recipient's  termination  of
                           employment.  Such  payment  shall  be made as soon as
                           practicable  after the date on which  such  Change in
                           Control occurs.

                           (ii) The Recipient may elect under this  subparagraph
                           (ii) to have  payment  with  respect to all of his or
                           her  Deferred  Vested  Units  made  in the  form of a
                           single   lump  sum   payment  in  the  event  of  the
                           Recipient's  termination of employment for any reason
                           within  the  two-year  period  following  a Change in
                           Control.  Such payment shall be made by no later than
                           30  days   after   the  date  of  the   Participant's
                           termination of employment.

                           (iii) Under this  subparagraph  (iii) a Recipient may
                           elect,  in the event a Change in Control occurs after
                           the  Participant's   termination  of  employment  but
                           before  all  payments  with  respect  to  his  or her
                           Deferred  Vested Units have been made pursuant to the
                           Participant's  election  under  Section 4(f), to have
                           payment with  respect to all of the  Deferred  Vested
                           Units  that are  still  standing  to the  Recipient's
                           credit  hereunder  at the  time  of  such  Change  in
                           Control  made  in  the  form  of a  single  lump  sum
                           payment.  Such  payment  shall  be  made  as  soon as
                           practicable  after the date on which  such  Change of
                           Control  occurs.  (iv)  Payment  with  respect to the
                           Recipient's  Deferred  Vested  Units  pursuant  to an
                           election  made by the  Recipient  under  subparagraph
                           (i),  (ii) or (iii) above shall be made in the manner
                           provided  in Section  4(f)(vii);  provided,  however,
                           that  if  payment  is  to be  made  pursuant  to  the
                           Recipient's election under subparagraph (i) or

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                           (iii),  the  second  and third  sentences  of Section
                           4(f)(vii)  shall not  apply,  and the  amount of cash
                           payable  and/or the number of shares of Common  Stock
                           to be issued with respect to the Recipient's Deferred
                           Vested Units shall be determined  in accordance  with
                           the provisions of Section 4(d)(i) and (ii).

                           (v) An  election  under  subparagraph  (i)  shall  be
                           effective  only if it is made at least one year prior
                           to the Change in Control  referred to in subparagraph
                           (i). An  election  under  subparagraph  (ii) shall be
                           effective  only if it is  made  either  (A) at  least
                           twenty-four  (24)  months  prior  to the  Recipient's
                           termination of employment, or (B) if such termination
                           of    employment    constitutes    an    "Involuntary
                           Termination",  as defined in subparagraph (vi) below,
                           at least  one year  prior to the  Change  in  Control
                           referred to in  subparagraph  (ii). An election under
                           subparagraph  (iii) shall be effective  only if it is
                           made  prior  to  the   Recipient's   termination   of
                           employment  and  at  least  one  year  prior  to  the
                           occurrence  of the Change in Control  referred  to in
                           subparagraph  (iii).  Any special election made under
                           subparagraphs (i), (ii) or (iii) 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  applicable   election  period  specified
                           herein.  Any special  election,  or  revocation  of a
                           special   election,    that   may   be   made   under
                           subparagraphs (i), (ii) or (iii) shall be made in the
                           manner  set forth in the first  sentence  of  Section
                           4(f)(i).  Any special  election made by the Recipient
                           under  subparagraph  (i),  (ii)  or  (iii)  shall  be
                           effective only if, at the date as of which payment is
                           to be made  pursuant  to such  election,  there is in
                           effect for the Recipient a special election under the
                           comparable  provision of each other Performance Units
                           Agreement and Restricted Units Agreement  between the
                           Recipient and GPU, Inc. in effect on such date.

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<PAGE>


                           (vi) For purposes of this paragraph (g), "Involuntary
                           Termination"    shall   mean   the   termination   of
                           Recipient's   employment  (A)  as  a  result  of  the
                           Recipient's  death,  (B)  by the  Corporation  or any
                           subsidiary,  for any reason,  or (C) by the Recipient
                           for "Good  Reason".  For  purposes of the  foregoing,
                           "Good  Reason"  shall  mean  the  occurrence  after a
                           Change in Control of any of the  following  events or
                           conditions:

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

                                    (2) a reduction in the rate of the
                                    Recipient's annual base salary;

                                    (3) the  relocation  of the offices at which
                                    the Recipient is  principally  employed to a
                                    location  more than  twenty-five  (25) miles
                                    from   the    location   of   such   offices
                                    immediately prior to such relocation, or the
                                    Recipient   being   required   to  be  based
                                    anywhere other than at such offices,  except
                                    to  the   extent  the   Recipient   was  not
                                    previously  assigned to a principal place of
                                    duty  and  except  for  required  travel  on
                                    business   of   the   Corporation   or   any
                                    subsidiary   to  an   extent   substantially
                                    consistent  with  the  Recipient's  previous
                                    business travel obligations;

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<PAGE>


                                    (4) the  failure by the  Corporation  or any
                                    subsidiary  to  pay  to  the  Recipient  any
                                    amount    of   the    Recipient's    current
                                    compensation,  or any amount  payable  under
                                    this Agreement, within seven (7) days of the
                                    date on which payment of such amount is due;
                                    or

                                    (5) the  failure by the  Corporation  or any
                                    subsidiary   (x)  to   continue   in  effect
                                    (without reduction in benefit level,  and/or
                                    reward     opportunities)    any    material
                                    compensation  or  employee  benefit  plan in
                                    which  the   Recipient   was   participating
                                    immediately  prior  to such  failure  by the
                                    Corporation  or  any  subsidiary   unless  a
                                    substitute  or  replacement  plan  has  been
                                    implemented  which  provides   substantially
                                    identical  compensation  or  benefits to the
                                    Recipient  or (y) to continue to provide the
                                    Recipient with compensation and benefits, in
                                    the  aggregate,  at least equal (in terms of
                                    benefit levels and/or reward  opportunities)
                                    to  those   provided  for  under  all  other
                                    compensation  or  employee   benefit  plans,
                                    programs   and   practices   in  which   the
                                    Recipient  was   participating   immediately
                                    prior to such failure by the  Corporation or
                                    any subsidiary.

                  Any event or  condition  described  in clauses (1) through (5)
                  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.

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<PAGE>


5.       WITHHOLDING TAXES

                  In  connection  with the  issuance of any Common  Stock or the
                  making of any cash payment in accordance  with the  provisions
                  of this Agreement,  the  Corporation  shall withhold the taxes
                  then required by applicable federal, state and local law to be
                  so withheld.  In lieu thereof, the Corporation may require the
                  Recipient  (or,  in the event of the  Recipient's  death,  the
                  Recipient's  beneficiary or estate) to pay to the  Corporation
                  an  amount  equal to the  amount  of taxes so  required  to be
                  withheld.  Such  payment to the  Corporation  shall be made in
                  cash,  in shares of Common  Stock with a market value equal to
                  such withholding obligation, or in any combination thereof, as
                  determined by the Committee.

6.       ADMINISTRATION

                  (a)  The  Committee   shall  have  full   authority  and  sole
                  discretion  (subject  only to the  express  provisions  of the
                  Plan) to decide all matters relating to the administration and
                  interpretation  of the  Plan  and  this  Agreement.  All  such
                  Committee  determinations  shall  be  final,  conclusive,  and
                  binding upon the Corporation,  the Recipient,  the Recipient's
                  estate   and   any   and   all   other   interested   parties.
                  Notwithstanding  the foregoing,  any determination made by the
                  Committee  after the  occurrence  of a "Change in Control" (as
                  defined in the Plan) shall be subject to judicial review under
                  a "de novo" rather than a deferential standard.

                  (b)  This Agreement shall be subject to the terms of the Plan,
                  and in the  case of any  inconsistency  between  the Plan and
                  this Agreement,  the  provisions  of the  Plan  shall  govern.
                  The Recipient hereby acknowledges receipt of the Corporation's
                  Prospectus which includes the text of the Plan.

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<PAGE>


7.       NONASSIGNABILITY

                  The Recipient's  rights to payments under this Agreement shall
                  not be  subject  in any  manner to  anticipation,  alienation,
                  sale,  transfer (other than transfer by will or by the laws of
                  descent and distribution),  assignment,  pledge,  encumbrance,
                  attachment or garnishment by the Recipient's  creditors or the
                  creditors of the Recipient's spouse or any other beneficiary.

8.       RIGHT TO CONTINUED EMPLOYMENT

                  Nothing  in the Plan or this  Agreement  shall  confer  on the
                  Recipient  any  right  to  continue  as  an  employee  of  the
                  Corporation  or  any  subsidiary  or in  any  way  affect  the
                  Corporation  or  any  subsidiary's   right  to  terminate  the
                  Recipient's employment at any time.

9.       FORCE AND EFFECT

                  The various  provisions  of this  Agreement  are  severable in
                  their   entirety.   Any   determination   of   invalidity   or
                  unenforceability  of any one provision shall have no effect on
                  the continuing force and effect of the remaining provisions.

10.      PREVAILING LAWS

                  This   Agreement   shall  be  governed  by  the  laws  of  the
                  Commonwealth of Pennsylvania applicable to contracts made, and
                  to be enforced, within the Commonwealth of Pennsylvania.

11.      SUCCESSORS

                  This Agreement  shall be binding upon and inure to the benefit
                  of  the  successors,  assigns  and  heirs  of  the  respective
                  parties.

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<PAGE>


12.      NOTICE

                  Any notice to the  Corporation  hereunder  shall be in writing
                  addressed to:

                           Executive Vice President, Corporate Affairs
                           GPU Service, Inc.
                           310 Madison Avenue
                           Morristown, New Jersey 07962-1957

                  Any  notice to the  Recipient  hereunder  shall be in  writing
                  addressed to:

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

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

                  or such other address as the Recipient shall specify to the
                  Corporation in writing.

13.      ENTIRE AGREEMENT

                  This  Agreement  contains  the  entire  understanding  of  the
                  parties and shall not be modified or amended except in writing
                  and duly signed by each of the parties hereto.  No waiver by
                  either party of any default under this agreement  shall be
                  deemed a waiver of any later default set forth above.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date set forth above.

                                               GPU, INC.


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




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





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