Exhibit 10-F


                         SEVERANCE PROTECTION AGREEMENT
                         ------------------------------


                THIS AGREEMENT made as of the 5th day of June, 1997, by and
between GPU, Inc. (the "Corporation"),  GPU International,  Inc. (the "Company")
and Bruce L. Levy (the  "Executive")  amends and restates  the former  Severance
Protection Agreement dated February 6, 1997.

                WHEREAS, the Board of Directors of the Corporation and the Board
of Directors of the Company (the "Boards")  recognize that the  possibility of a
Change in Control  (as  hereinafter  defined)  exists and that the threat or the
occurrence of a Change in Control can result in  significant  distraction of the
Company's key management personnel because of the uncertainties inherent in such
a situation;

                WHEREAS,  the Boards have determined that it is essential and in
the best interest of the Company, and the Corporation and its stockholders,  for
the Company to retain the services of the  Executive in the event of a threat or
occurrence  of a Change in  Control  and to  ensure  the  Executive's  continued
dedication  and efforts in such event without undue concern for the  Executive's
personal financial and employment security; and

                WHEREAS,  in order to  induce  the  Executive  to  remain in the
employ of the Company,  particularly  in the event of a threat or the occurrence
of a Change in Control,  the Company  desires to enter into this  Agreement with
the  Executive to provide the Executive  with certain  benefits in the event the
Executive's  employment is  terminated as a result of, or in connection  with, a
Change in Control.

                NOW, THEREFORE, in consideration of the respective agreements of
the parties contained herein, it is agreed as follows:

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





<PAGE>


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

                     (a) If the Executive's employment with the Company and with
all other  Affiliates of the Corporation  shall be terminated (1) by the Company
for Cause or Disability,  (2) by reason of the Executive's  death, or (3) by the
Executive other than for Good Reason, the Company shall pay to the Executive his
Accrued  Compensation.   In  addition  to  the  foregoing,  if  the  Executive's
employment  is  terminated  by the  Company for  Disability  or by reason of the
Executive's death, the Company shall pay to the Executive or his beneficiaries a
Pro Rata  Bonus.  The  Executive's  entitlement  to any  other  compensation  or
benefits shall be determined in accordance with the Company's  employee benefits
plans and other  applicable  programs and practices  then in effect.

                    (b) If the Executive's employment with the Company and with 
all other Affiliates of the Corporation shall be terminated for any reason other
than as  specified  in Section  2(a),  the  Executive  shall be  entitled to the
following:

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

                       (2) the Company shall pay the Executive as severance pay 
and  in  lieu  of  any  further  compensation  for  periods  subsequent  to  the
Termination  Date, an amount  determined by multiplying (A) two times the sum of
(i) the Executive's Base Amount and (ii) the Executive's  Bonus Amount, by (B) a
fraction,  the  numerator  of which  is the  number  of  months,  not to  exceed
twenty-four  (24), in the period beginning on the Termination Date and ending on
the Executive's  Normal  Retirement  Date (as defined in the Company's  Employee
Pension Plan), and the denominator of which is twenty-four (24).

                        (3)for a number of months equal to twenty-four (24), or 
if earlier,  until the  Executive's  Normal  Retirement  Date (as defined in the
Company's Employee Pension Plan) (the "Continuation  Period"), the Company shall
at its  expense  continue  on behalf of the  Executive  and his  dependents  and
beneficiaries   the   life   insurance,    disability,   medical,   dental   and
hospitalization  coverages and benefits  provided to the  Executive  immediately
prior to the  Change in Control  or, if  greater,  the  coverages  and  benefits
provided  at  any  time  thereafter.   The  coverages  and  benefits  (including
deductibles and costs) provided in this Section 2(b)(3) during the  Continuation
Period shall be no less favorable to the Executive


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<PAGE>


and his dependents and beneficiaries,  than the most favorable of such coverages
and benefits referred to above. The Company's  obligation hereunder with respect
to the foregoing  coverages and benefits shall be reduced to the extent that the
Executive  obtains any such  coverages  and  benefits  pursuant to a  subsequent
employer's  benefit  plans,  in which  case the  Company  may  reduce any of the
coverages or benefits it is required to provide the Executive  hereunder so long
as the aggregate coverages and benefits of the combined benefit plans is no less
favorable  to the  Executive  than the  coverages  and  benefits  required to be
provided hereunder. This Section 2(b)(3) shall not be interpreted so as to limit
any benefits to which the  Executive,  his  dependents or  beneficiaries  may be
entitled  under  any  of the  Company's  employee  benefit  plans,  programs  or
practices following the Executive's termination of employment, including without
limitation, retiree medical and life insurance benefits;

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

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

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

               (d)  (1)  Gross-Up  Payment.  In the event it shall be
                        ------------------
determined that any payment or distribution of any type to or for the benefit of
the Executive,  by the Company, the Corporation,  any Affiliate,  any Person (as
defined in Section 15.6(a) hereof) who acquires  ownership or effective  control
of the Corporation or ownership of a substantial portion of the

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Corporation's assets (within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"),  and the  regulations  thereunder) or any
affiliate  of  such  Person,   whether  paid  or  payable  or   distributed   or
distributable  pursuant to the terms of this  Agreement or otherwise (the "Total
Payments"),  is or will be subject to the excise tax imposed by Section  4999 of
the Code or any  interest  or  penalties  with  respect to such excise tax (such
excise tax,  together with any such  interest and  penalties,  are  collectively
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive an  additional  payment (a  "Gross-Up  Payment")  in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes),  including any Excise Tax, imposed upon the
Gross-Up Payment,  the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Total Payments.

                     (2) Determination By Accountant.  All mathematical 
                         ---------------------------
determinations,  and all  determinations as to whether any of the Total Payments
are "parachute  payments" (within the meaning of Section 280G of the Code), that
are required to be made under this Section 2(d), including  determinations as to
whether a Gross-Up Payment is required,  the amount of such Gross-Up Payment and
amounts relevant to the last sentence of this Section 2(d)(2),  shall be made by
an independent  accounting firm selected by the Executive from among the six (6)
largest  accounting  firms in the United States (the "Accounting  Firm"),  which
shall provide its determination  (the  "Determination"),  together with detailed
supporting  calculations  regarding  the amount of any Gross-Up  Payment and any
other  relevant  matter,  both to the Company and the Executive by no later than
ten (10) days following the  Termination  Date, if  applicable,  or such earlier
time  as is  requested  by  the  Company  or the  Executive  (if  the  Executive
reasonably  believes that any of the Total Payments may be subject to the Excise
Tax). If the  Accounting  Firm  determines  that no Excise Tax is payable by the
Executive,  it shall  furnish  the  Executive  and the  Company  with a  written
statement that such  Accounting Firm has concluded that no Excise Tax is payable
(including  the  reasons  therefor)  and  that  the  Executive  has  substantial
authority  not to report any Excise Tax on his federal  income tax return.  If a
Gross-Up Payment is determined to be payable,  it shall be paid to the Executive
within  twenty  (20)  days  after  the   Determination   (and  all  accompanying
calculations and other material  supporting the  Determination)  is delivered to
the Company by the Accounting  Firm. Any  determination  by the Accounting  Firm
shall be binding upon the Company and the Executive, absent manifest error. As a
result of uncertainty in the application of Section 4999 of the Code at the time
of the initial  determination  by the Accounting Firm hereunder,  it is possible
that Gross-Up Payments not made by

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<PAGE>


the Company should have been made  ("Underpayment"),  or that Gross-Up  Payments
will  have  been  made  by  the  Company   which   should  not  have  been  made
("Overpayments").  In either such event, the Accounting Firm shall determine the
amount of the Underpayment or Overpayment  that has occurred.  In the case of an
Underpayment,  the amount of such  Underpayment  shall be  promptly  paid by the
Company to or for the benefit of the Executive.  In the case of an  Overpayment,
the Executive  shall,  at the  direction  and expense of the Company,  take such
steps as are  reasonably  necessary  (including the filing of returns and claims
for refund), follow reasonable instructions from, and procedures established by,
the Company, and otherwise reasonably cooperate with the Company to correct such
Overpayment, provided, however, that (i) the Executive shall not in any event be
obligated  to return to the  Company an amount  greater  than the net  after-tax
portion of the  Overpayment  that he has  retained or has  recovered as a refund
from  the  applicable  taxing  authorities  and  (ii)  this  provision  shall be
interpreted in a manner consistent with the intent of Section 2(d)(1),  which is
to make the Executive whole, on an after-tax basis,  from the application of the
Excise Tax, it being understood that the correction of an Overpayment may result
in the  Executive  repaying  to the  Company  an  amount  which is less than the
Overpayment.

              (e) The amounts provided for in Sections 2(a) and 2(b)(1), (2) and
(4) shall be paid in a single  lump sum cash  payment  within  thirty  (30) days
after the Executive's  Termination  Date (or earlier,  if required by applicable
law).
              (f) The Executive shall not be required to mitigate the amount of
any payment  provided  for in this  Agreement  by seeking  other  employment  or
otherwise  and no such  payment  shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent  employment
except as provided in Section 2(b)(3).

              (g) The  severance  pay and benefits  provided for in
this  Section  2 shall  be in lieu  of any  other  severance  pay to  which  the
Executive may be entitled under the GPU System Severance  Procedure or any other
plan,  agreement  or  arrangement  of the Company or any other  Affiliate of the
Corporation.
               3. Notice of  Termination.  Following  a Change in Control,  any
                  ----------------------
intended  termination  of the  Executive's  employment  by the Company  shall be
communicated by a Notice of Termination  from the Company to the Executive,  and
any intended termination of the Executive's employment by the Executive for Good
Reason shall be  communicated  by a Notice of Termination  from the Executive to
the Company.



                                        5

<PAGE>


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

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

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

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



                                        6



<PAGE>


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

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

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

               10.  Miscellaneous.  No  provision  of  this  Agreement  may  be
                    -------------
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in  writing  and  signed by the  Executive,  the  Corporation  and the
Company.  No waiver by any party  hereto at any time of any  breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or dissimilar provisions or conditions at the



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same or at any prior or subsequent time. No agreement or  representations,  oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by any party which are not expressly set forth in this Agreement.

                11. Successors; Binding Agreement.
                ----------------------------------

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

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

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

                14. Entire  Agreement.  This  Agreement  constitutes  the entire
                    ----------------
agreement between the parties hereto,  and supersedes all prior  agreements,  if
any,  understandings  and  arrangements,  oral or  written,  between the parties
hereto, with respect to the subject matter hereof.

                15. Definitions.
                    ------------

                   15.1. Accrued Compensation.  For purposes of this Agreement, 
                         --------------------
"Accrued  Compensation"  shall mean all  amounts of  compensation  for  services
rendered to the Company or any other  Affiliate that have been earned or accrued
through the  Termination  Date but that have not been paid as of the Termination
Date including (a) base salary,  (b)  reimbursement for reasonable and necessary
business  expenses incurred by the Executive on behalf of the Company during the
period ending on


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<PAGE>


the   Termination   Date,  (c)  vacation  pay  and  (d)  bonuses  and  incentive
compensation; provided, however, that Accrued Compensation shall not include any
amounts  described in clause (a) or clause (d) that have been deferred  pursuant
to  any  salary  reduction  or  deferred  compensation  elections  made  by  the
Executive.

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

           15.3.  Base Amount.  For purposes of this Agreement, "Base Amount" 
                  ----------
shall mean the  Executive's  annual  base salary at the rate in effect as of the
date of a Change in Control or, if greater,  at any time thereafter,  determined
without regard to any salary reduction or deferred  compensation  elections made
by the Executive.
           15.4.  Bonus Amount.  For purposes of this Agreement, "Bonus Amount"
                  ------------
shall mean the greater of (a) the target  annual bonus  payable to the Executive
under  the  Incentive  Plan in  respect  of the  fiscal  year  during  which the
Termination  Date occurs or (b) the highest  annual bonus paid or payable  under
the Incentive  Plan in respect of any of the three full fiscal years ended prior
to the  Termination  Date or, if greater,  the three (3) full fiscal years ended
prior to the Change in Control.

           15.5. Cause.  For purposes of this Agreement, a termination of 
                 -----
employment is for "Cause" if the Executive has been convicted of a felony or the
termination is evidenced by a resolution  adopted in good faith by two-thirds of
the Board of Directors of the Corporation that the Executive:

                 (a) intentionally and continually failed substantially to 
perform his  reasonably  assigned  duties with the Company (other than a failure
resulting from the  Executive's  incapacity due to physical or mental illness or
from the  assignment  to the  Executive  of duties  that would  constitute  Good
Reason) which failure  continued for a period of at least thirty (30) days after
a  written  notice  of  demand  for  substantial  performance,  signed by a duly
authorized  officer  of  the  Company,  has  been  delivered  to  the  Executive
specifying  the  manner in which  the  Executive  has  failed  substantially  to
perform, or
                 (b) intentionally engaged in conduct which is demonstrably and 
materially injurious to the Corporation or the Company; provided,  however, that
no termination of the Executive's  employment shall be for Cause as set forth in
this


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<PAGE>


Section  15.5(b)  until (1) there shall have been  delivered to the  Executive a
copy of a written notice,  signed by a duly  authorized  officer of the Company,
setting  forth that the  Executive  was guilty of the  conduct set forth in this
Section  15.5(b) and specifying the particulars  thereof in detail,  and (2) the
Executive  shall have been provided an  opportunity to be heard in person by the
Board of Directors of the  Corporation  (with the assistance of the  Executive's
counsel if the Executive so desires).

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

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

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






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<PAGE>


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

               (c)     The consummation of:
                                            (1)  A  merger,   consolidation   or
                         reorganization with or into the Corporation or in which
                         securities of the Corporation  are issued,  unless such
                         merger,    consolidation   or   reorganization   is   a
                         "Non-Control  Transaction." A "Non-Control Transaction"
                         shall mean a merger,  consolidation  or  reorganization
                         with or into the Corporation or in which  securities of
                         the Corporation are issued where:

                                                     (A) the shareholders of the
                                    Corporation, immediately before such merger,
                                    consolidation   or    reorganization,    own
                                    directly or indirectly immediately following
                                    such      merger,      consolidation      or
                                    reorganization, at least sixty percent (60%)
                                    of  the   combined   voting   power  of  the
                                    outstanding   voting   securities   of   the
                                    corporation  resulting  from such  merger or
                                    consolidation   or    reorganization    (the
                                    "Surviving  Corporation")  in  substantially
                                    the same  proportion  as their  ownership of
                                    the  Voting  Securities  immediately  before
                                    such      merger,      consolidation      or
                                    reorganization,

                                                     (B)  the   individuals  who
                                    were   members   of  the   Incumbent   Board
                                    immediately  prior to the  execution  of the
                                    agreement   providing   for   such   merger,
                                    consolidation or


                                       11


<PAGE>



                                    reorganization  constitute  at least seventy
                                    percent (70%) of the members of the board of
                                    directors of the Surviving Corporation, or a
                                    corporation    beneficially    directly   or
                                    indirectly  owning a majority  of the Voting
                                    Securities of the Surviving Corporation, and

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

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

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

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


                                       12



<PAGE>


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

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

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

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

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

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


                                       13



<PAGE>


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

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

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

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

                     (b) Any event or condition described in Section 15.9(a)(1) 
through (7) which  occurs (1) within  twelve  (12)  months  prior to a Change in
Control or (2) prior to a Change in Control but which the  Executive  reasonably
demonstrates (A) was at the request of a Third Party who effectuates a Change in
Control or (B) otherwise  arose in  connection  with,  or in  anticipation  of a
Change in Control  which has been  threatened  or  proposed  and which  actually
occurs,   shall   constitute   Good  Reason  for  purposes  of  this   Agreement
notwithstanding that it occurred prior to a Change in Control.

              15.10. Incentive Plan. For purposes of this
                     --------------
                          Agreement,  "Incentive  Plan"  shall
                          mean the  Annual  Performance  Award
                          Plan,   or  any   successor   annual
                          incentive  plan,  maintained  by the
                          Company or any other Affiliate.



                                       14



<PAGE>


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

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

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

                        15.14. Termination Date. For purposes of this Agreement,
                               ----------------
"Termination Date" shall mean (a) in the case of the Executive's death, his date
of death, (b) if the Executive's employment is terminated for Disability, thirty
(30) days after Notice of  Termination  is given  (provided  that the  Executive
shall not have returned to the  performance  of his duties on a full-time  basis
during such thirty (30) day  period) and (c) if the  Executive's  employment  is
terminated for any other reason, the date specified in the Notice of Termination
(which,  in the case of a  termination  for Cause  shall not be less than thirty
(30) days,  and in the case of a  termination  for Good Reason shall not be more
than  sixty  (60)  days,  from the date such  Notice of  Termination  is given);
provided,  however,  that if  within  thirty  (30)  days  after  any  Notice  of
Termination  is given the party  receiving  such Notice of  Termination  in good
faith  notifies the other party that a dispute  exists  concerning the basis for
the termination,  the Termination Date shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, or by the
final judgment,  order or decree of a court of competent  jurisdiction (the time
for  appeal   therefrom  having  expired  and  no  appeal  having  been  taken).
Notwithstanding the pendency of any such

                                       15


<PAGE>


dispute,  the Company  shall  continue to pay the  Executive his Base Amount and
continue the Executive as a participant in all compensation,  incentive,  bonus,
pension, profit sharing,  medical,  hospitalization,  dental, life insurance and
disability  benefit plans in which he was  participating  when the notice giving
rise to the  dispute  was  given,  until the  dispute  is  finally  resolved  in
accordance  with this Section whether or not the dispute is resolved in favor of
the Company,  and the  Executive  shall not be obligated to repay to the Company
any amounts paid or benefits provided pursuant to this sentence.

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

                                                      GPU, Inc.


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

                                                      GPU International, Inc.


                                                      By:/s/ Fred D. Hafer
                                                         -----------------
ATTEST:                                                  Fred D. Hafer
                                                         Chairman

                 Secretary


                                                      By:/s/ Bruce L. Levy
                                                         -----------------
                                                         Bruce L. Levy













                                       16