<PAGE>   1
                                                               Exhibit 10.2a

                                [KEYSTONE LOGO]




                         OPERATING AGREEMENT WITH GENCO
<PAGE>   2
                          KEYSTONE GENERATING STATION
                              OPERATING AGREEMENT
<PAGE>   3

       THIS IS A TRUE REPRESENTATION OF THE KEYSTONE OPERATING AGREEMENT
                     ORIGINALLY MADE AS OF DECEMBER 1, 1965
                      INCLUDING THE FOLLOWING AMENDMENTS:


<TABLE>
<CAPTION>
Date of Amendment                   Amended Section(s)
-----------------                   ------------------
<S>                                 <C>
May 8, 1973                         Article 3.1(f)
February 27, 1978                   Article 4.4*
December 1, 1978                    Article 10.1
June 30 ,1983                       Articles 2.1, 4.4
</TABLE>

The above amendments to the original agreement are indicated by underlining.


                          KEYSTONE OPERATING AGREEMENT


<TABLE>
<CAPTION>
ARTICLE                               TITLE                          PAGE NO.
<S>                 <C>                                              <C>
   1                Effective Date and Duration of Contract              3

   2                General                                              4

   3                Services To Be Provided                              4

   4                Payments                                             6

   5                Audit                                                8

   6                Scheduling of Operations                             9

   7                Insurance and Indemnity                              9

   8                Assignment                                          11

   9                Waiver of Rights                                    11

  10                Notices and Communications                          12

  11                Governing Law                                       13
</TABLE>

* Amendment superceded by June 30, 1983 amendment.

April 28, 1986
<PAGE>   4
         THIS AGREEMENT made as of the first day of December, 1965, by and
between PENNSYLVANIA ELECTRIC COMPANY, a Pennsylvania corporation (hereinafter
called "Penelec"), party of the first part, and ATLANTIC CITY ELECTRIC COMPANY,
a New Jersey corporation, BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland
corporation, DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia
corporation, JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation,
PENNSYLVANIA POWER & LIGHT COMPANY, a Pennsylvania corporation, PHILADELPHIA
ELECTRIC COMPANY, a Pennsylvania corporation, and PUBLIC SERVICE ELECTRIC AND
GAS COMPANY, a New Jersey Corporation (hereinafter referred to collectively as
the "Owners" and individually as an "Owner"), parties of the second part.

                               WITNESSETH: THAT:

         WHEREAS, the parties of the second part are owners in common of
undivided interests in Keystone Steam Electric Station being constructed in
Armstrong and Indiana Counties, near Indiana, Pennsylvania, which will consist
of two units with a nominal capacity of 900,000 kw each, the first of which is
expected to be in service in May 1967 and the second in May 1968 (said Station,
including all appurtenant or related facilities owned by the Owners as tenants
in common, such as, but not limited to, the Plum Creek reservoir, being
hereinafter referred to as the "Station"); and

         WHEREAS, as tenants in common each Owner is entitled to a share of the
installed capacity, available capacity, operating capacity and hourly generation
(measured on the basis of net station output as of


                                       2
<PAGE>   5
the 500 kv bus in the adjacent Keystone Switching Station) proportional to its
undivided interest in the Station; and

         WHEREAS, the parties of the second part desire that Penelec shall
operate the Station in accordance with the terms and conditions hereinafter set
forth; and

         WHEREAS, Penelec is willing to operate the Station on such terms and
conditions.

         NOW, THEREFORE, the parties hereto mutually agree as follows:

ARTICLE 1 - EFFECTIVE DATE AND DURATION OF CONTRACT

         1.1 This Agreement shall become effective as of December, 1965, and
shall continue in effect until the expiration of five (5) years from the date on
which the first unit of the Station shall go into commercial operation, and
thereafter from year to year, subject to termination at the end of such five (5)
year period or at the end of any year thereafter by Penelec or by the Owners
upon not less than three (3) years' written notice by Penelec to the Owners or
by the Owners to Penelec, as the case may be. The Owners shall cause to be given
to Penelec confirmation in writing of the date on which the first unit of the
Station goes into commercial operation promptly after that event and such date
shall be controlling under this Agreement in all cases in which that date is
material.

         1.2 This Agreement shall also be subject to termination on six months'
written notice if its performance is in conflict with any rule, regulation, or
order of the Securities and Exchange Commission applicable to this Agreement,
under the Public Utility Holding Company Act of 1935, unless within such time
this Agreement is so revised by


                                       3
<PAGE>   6
mutual agreement as to eliminate the conflict. (The said Act and rules
thereunder are applicable to this Agreement solely because Penelec is a
"subsidiary" of a registered holding company and an "associate" of Jersey
Central Power & Light Company.)

ARTICLE 2 - GENERAL

         2.1 Penelec shall operate and maintain the Station in accordance with
good utility practice and pursuant to operating plans (including goals,
objectives, improvement programs and budgets) developed and updated annually by
Penelec and Owners and approved by Owners. In performing such operation and
maintenance, Penelec shall act as an independent contractor responsive to the
interests of Owners.

ARTICLE 3 - SERVICES TO BE PROVIDED

         3.1 Penelec agrees that it will:

         (a) Select, hire, control and (when it deems such action appropriate)
discharge personnel, including supervisors, as required in the performance of
this Agreement, such personnel to be sole employees of Penelec.

         (b) Schedule deliveries of and handle fuel supplies to the Station
under contracts entered into by the Owners, and procure and handle any
additional spot fuel which may be necessary for the operation of the Station.

         (c) Purchase operating and ordinary maintenance materials, supplies,
and services (the latter including, for example, necessary coal analysis,
communications, and plant protection).



                                       4
<PAGE>   7
         (d) Perform or if deemed desirable by Penelec contract for maintenance,
renewals and replacements required to keep the Station in safe and efficient
operating condition and to protect the property. Specific advance approval of
the Owners will be required unless

              (i) A prompt decision is required to prevent hazardous conditions
              or substantial reduction in generation; or

              (ii) the need was unforeseen and arises in the course of operation
              and the net expenditure for the complete job is expected to be not
              more than $25,000; or

              (iii) provision has been made therefor in an approved budget.

         (e) Prepare annual budgets as required for operating expenses,
maintenance, capital expenditures and retirements to be submitted to the Owners
for approval.

         (f) Administer land, land right and real estate matters with respect to
station property, including any related services pertaining to oil and gas
leases, property taxes, land records management and similar functions, but
excluding the right to acquire or sell land or grant easements.

         (g) Perform any additional services related to the operation,
maintenance, renewals, replacements, additions, and retirements pertaining to
the Station which the Owners shall, by a written notice to Penelac, request
Penelac to undertake and which Penelec shall agree, in writing, to undertake.



                                     5

<PAGE>   8
         (h) Perform such accounting as is required for the Station and furnish
reports with respect thereto to the Owners which will enable each Owner to meet
its accounting and statistical requirements including the requirements of any
regulatory bodies having jurisdiction over such Owner. Duplicate records if
desired shall be provided for any Owner at its expense.

         (i) Prepare bills in reasonable detail to the Owners for cost of
services performed including an appropriate allowance for Penelec's overheads,
as mutually agreed to, applicable to this Agreement and fairly and equitably
allocated thereto as provided in Section 4.3.

         3.2 Matters and questions arising in connection with the operation and
maintenance of the Station which are not within the scope of the responsibility
of Penelec as an independent contractor under this Agreement and are not
specifically provided for in this Agreement shall be referred to the Owners.

         3.3 As a general rule, any decision or approval of the Owners in order
to be effective shall be unanimous, provided, however, that in case of
disagreement among the Owners as to any matter likely to impede or interfere
with Penelec's operation of the Station the decision of the Owners having a
collective ownership interest in the Station in excess of 75% shall be final
and binding on Penelec and all Owners.

ARTICLE 4 - PAYMENTS

         4.1 It is agreed by the parties hereto that the individual liability
of any one Owner for any liability hereunder to Penelec shall be that portion
of the total liability of the Owners which is equal to



                                       6


<PAGE>   9
that one Owner's percentage of undivided ownership in the Station, such
percentages being as follows:

<TABLE>
<S>                                                   <C>
     Atlantic City Electric Company                        2.47%

     Baltimore Gas and Electric Company                   20.99%

     Delmarva Power & Light Company                        3.70%

     Jersey Central Power & Light Company                 16.67%

     Pennsylvania Power & Light Company                   12.34%

     Philadelphia Electric Company                        20.99%

     Public Service Electric and Gas Company              22.84%

                                         TOTAL           100.00%
</TABLE>

         4.2 Penelec shall be reimbursed by the Owners for any cost (as
determined in accordance with Section 4.3) incurred by it hereunder during the
construction period and prior to the time the first unit at the Station is
placed in commercial operation, such reimbursements to be effected by the prompt
payment by the Owners of monthly bills submitted by Penelec.

         4.3 After the first unit of the Station goes into commercial operation,
Penelec shall be reimbursed by the Owners for its cost in carrying out this
Agreement as determined in accordance with sound methods of determining cost.
Such costs shall include any overheads, as mutually agreed to, of Penelec
applicable to this Agreement and fairly and equitably allocated thereto, but
shall not exceed the limitations imposed by Rule 91 of the Securities and
Exchange Commission under the Public Utility Holding Company Act of 1935.

         4.4 Penelec shall establish and maintain for purposes of this Agreement
a bank account, subject to withdrawals by Penelec, in a bank satisfactory to
Penelec and the Owners, with funds supplied by the


                                       7
<PAGE>   10
Owners in proportion to their respective percentages of undivided ownership of
the Station. Prior to the date the first generating unit is placed in commercial
operation, Penelec shall request of each Owner the amount of funds to be
deposited initially by each such Owner in the bank account in order to activate
the account and to cover Penelec's estimated current disbursements. From time to
time thereafter, Penelec shall in similar manner request replenishment of the
bank account by the Owners. In determining the dates and amounts of such
replenishments, Penelec shall endeavor to avoid carrying in the bank account
funds in excess of a reasonable minimum balance for periods of time longer than
necessary to provide for the orderly payments of bills. All bills in connection
with the performance of this Agreement shall be paid by Penelec from this
account.________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


ARTICLE 5 - AUDIT

         5.1  An audit shall be made each year of the accounts and records kept
by Penelec for its operations under this Agreement by an independent certified
public accountant retained by the Owners to verify the accuracy of the expenses
and costs charged to the Owners on account of this Agreement. The independent
certified public accountant shall report to each Owner, who shall advise
Penelec, within three months of receipt of such report, of any exception or
objection to any item of such expenses and costs in the period covered by such
report.


                                       8
<PAGE>   11
ARTICLE 6 - SCHEDULING OF OPERATIONS

         6.1 Under normal conditions, Penelec shall operate the Station in
accordance with schedules providing for operation at maximum economy with the
other stations of the Interconnected System of which the Owners' systems are a
part. Initially, such schedules (i.e., operating periods, scheduled maintenance
outage periods, and hour-to-hour generation) shall be prepared by the Office of
the Pennsylvania-New Jersey-Maryland Interconnection, subject, however, (a) to
the making of other arrangements for scheduling by the Owners and (b) to
overriding directions by the Owners at any time.

         6.2 During operating conditions which Penelec in its sole judgement
deems abnormal, Penelec shall take such action as it deems appropriate to
safeguard equipment and to maintain service.

ARTICLE 7 - INSURANCE AND INDEMNITY

         7.1 Penelec shall have sole responsibility for withholding from the
compensation of its employees engaged in performing the services under this
Agreement any taxes or contributions which are required by law to be withheld,
and, sole responsibility for paying such withheld amount and taxes applicable
to the compensation of such employees imposed by law upon Penelec to the proper
governmental authority, and shall indemnify and save harmless the Owners from
and against any liability on account thereof.

         7.2 Penelec shall provide workmen's compensation insurance for its
employees engaged in performing the services under this Agreement in accordance
with the laws of the Commonwealth of Pennsylvania and shall arrange with its
compensation insurer for


                                       9
<PAGE>   12
specific segregation and allocation of costs of this insurance. The policy
shall contain an "All States" endorsement and subrogation waiver as follows:
"It is understood and agreed that the Company shall not proceed against the
Owner or Owners of Keystone Steam Electric Station for recovery of any loss or
losses paid under this policy." Evidence of this insurance is to be furnished
to Owners. Costs of this insurance shall be included in Penelec's expenses
reimbursable by the Owners under this Agreement.

         7.3 Owners shall provide comprehensive public liability insurance in
amounts to be determined from time to time by the Owners. Such insurance shall
cover liability arising out of the ownership and operation of the Station and
associated activities, including the use of automobiles, owned, non-owned and
hired, and shall name as insureds Penelec and Owners. Owners shall furnish a
certified copy of this policy to Penelec which will submit to the insurer any
reports and arrange for any inspections necessitated thereby.

         7.4 Owners shall provide such insurance as they deem necessary against
the hazards of fire, explosion, boiler and machinery accidents and such other
hazards of physical loss or damage to the Station, except Penelec's own property
and that of its employees. Such insurance shall include a waiver of the
insurer's right of subrogation against Penelec for such loss or damage even
though due to the negligence of Penelec. Owners shall furnish a certified copy
or copies of such insurance to Penelec. Penelec shall arrange with the insurers
for any inspections necessitated thereby and shall promptly report any losses to
each Owner's representative appointed in accordance with

                                       10
<PAGE>   13

Article 10 hereof, and shall assist and cooperate in the adjustment and
settlement thereof.

         7.5 Penelec shall provide an employee's fidelity bond in the amount of
$1,000,000. Costs of this bond shall be included in Penelec's expenses
reimbursable by the Owners under this Agreement.

         7.6 Penelec shall not be liable for any injury, death, loss or damage
arising out of the operation of the Station except to the extent of the amount,
if any, received from an insurer or insurers under insurance required to be
carried by it. The Owners shall indemnify and hold Penelec harmless against any
loss, expense or damage (including personal injury to and death of third persons
and damage of property) of any kind whatsoever arising out of or connected with
services performed by it, except loss or damage of Penelec's own property and
that of its employees and except as provided in Section 7.1 hereof and in the
preceding sentence.

ARTICLE 8 - ASSIGNMENT

         8.1 The rights and obligations of this Agreement shall be subject to
assignment at any time by any of the Owners in connection with a transfer of any
such Owner's interest in the Station, but shall not be assignable by Penelec
without the written consent of the Owners.

ARTICLE 9 - WAIVER OF RIGHTS

         9.1 The failure of either the Owners or Penelec to insist in any one or
more instances upon strict performance of any of the provisions of this
Agreement or to take advantage of any rights hereunder shall not be construed as
a waiver of any such provisions or


                                       11


<PAGE>   14
the relinquishment of any such rights, but the same shall continue and remain
in full force and effect.

ARTICLE 10 -- NOTICES AND COMMUNICATIONS

         10.1  Each Owner, by written notice signed by an executive officer and
delivered to Penelec and to each other Owner, shall designate one
representative and an alternate (to act in the absence of such representative)
to serve on the Keystone-Conemaugh Owners Representatives Committee with
authority to act for it in all matters pertaining to this agreement and to
receive notices and communications from Penelec with respect to the subject
matter of this Agreement and to deliver to Penelec, on behalf of such Owner
through the Keystone-Conemaugh Owners Representatives Committee, notices,
communications, decisions and approvals concerning the subject matter of this
Agreement. The manner of making any decision by any Owner or giving any
approval by any owner shall be determined by such Owner for itself but any
communication received by Penelec and/or the other Owners from a person
designated by an Owner pursuant to the preceding sentence (unless such
designation shall have been previously revoked as provided in Section 10.3)
may be conclusively relied upon by Penelec and the other Owners as having been
authorized by said Owner.

         10.2  Penelec, by written notice signed by an executive officer
delivered to each of the Owners, shall designate one representative and an
alternate to receive notices and communications from the Owners and to deliver
to the Owners notices and communications concerning the subject matter of this
Agreement. The manner of making any decision by Penelec shall be determined by
Penelec for itself but any communication


                                       12

<PAGE>   15
received by the Owners from a person designated by Penelec pursuant to the
preceding sentence (unless such designation shall have been previously revoked
as provided in Section 10.3) may be conclusively relied upon by the Owners as
having been authorized by Penelec.

         10.3 Any designation by an Owner or Penelec pursuant to Sections 10.1
and 10.2 may be revoked by such Owner or Penelec, as the case may be, by
designating a substitute representative or alternate by written notice signed
by an executive officer and delivered to each of the other signatories to this
Agreement.

ARTICLE 11 - GOVERNING LAW

         11.1 It is agreed by the parties hereto that this Agreement shall be
construed, interpreted and controlled by the laws of the Commonwealth of
Pennsylvania.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunto duly authorized as of
the day and year first above written.


                                   PENNSYLVANIA ELECTRIC COMPANY
                                   ATLANTIC CITY ELECTRIC COMPANY
                                   BALTIMORE GAS & ELECTRIC COMPANY
                                   DELMARVA POWER & LIGHT COMPANY
                                   PENNSYLVANIA POWER & LIGHT
                                   JERSEY CENTRAL POWER & LIGHT COMPANY
                                   PHILADELPHIA ELECTRIC COMPANY
                                   PUBLIC SERVICE ELECTRIC AND GAS COMPANY


                                       13

<PAGE>   16
                                    CONSENT

         This CONSENT is given this 30th day of January, 1995, by the Keystone
Generating Station and Conemaugh Generating Station (hereinafter collectively
referred to as "Owners' Facilities") Owners: Atlantic City Electric Company,
Baltimore Gas and Electric Company, Delmarva Power and Light Company, UGI
Utilities, Inc. Metropolitan Edison Company, Jersey Central Power & Light
Company, Pennsylvania Power & Light Company, PECO Energy Co., Potomac Electric
Power Company and Public Service Electric & Gas Company (hereinafter referred to
as "Owners")

                                       to

Pennsylvania Electric Company ("Penelec") and GPU Generation Corporation
("GPUGC").

                                   WITNESSETH:

         WHEREAS, Penelec operates Owners' Facilities pursuant to the following
agreements:

         1.       The Keystone Operating Agreement, dated December 1, 1965, as
                  amended or supplemented (and as it may be amended or
                  supplemented from time to time hereafter).

         2.       The Conemaugh Operating Agreement, dated December 1,
                  1967, as amended or supplemented (and as it may be amended or
                  supplemented from time to time hereafter).

(hereinafter referred to as the "Agreements"); and

         WHEREAS, Penelec is a Pennsylvania electric utility operating company,
a part of the General Public Utilities Corporation ("GPU") System and an
affiliate of GPUGC; and

         WHEREAS, the GPU System is combining the operation of all the GPU
System's fossil fuel-fired and hydroelectric generating stations (including
Penelec's operation of the Owners' Facilities) into a single unified management
structure under GPUGC; and

         WHEREAS, Penelec intends to assign the Agreements to GPUGC and GPUGC
intends to accept such assignment; and

         WHEREAS, pursuant to Sections 8.1 of the Agreements, Penelec seeks the
written consent of the Owners to the assignment of its rights and obligations
under the Agreements to GPUGC and the Owners are willing to provide such
consent.

         NOW THEREFORE, in consideration of the premises and promises contained
<PAGE>   17
herein and intending to be bound hereby, the Owners:

         Hereby consent to Penelec's assignment of its rights and obligations
         under the Agreements to GPUGC and to GPUGC's acceptance of such
         assignment. Such assignment shall not effect any and all rights and
         obligations of Penelec and of the Owners accrued as of the effective
         date of the assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be signed
and attested as of the day and year first above written.

            ATLANTIC CITY ELECTRIC COMPANY          ATTEST:


            By: /s/ H.C. SCHWEMM, JR.               /s/ L.M. WALTERS
                ------------------------------      ----------------------------
                H.C. Schwemm, Jr.                   L.M. Walters,
                Vice President                      Assistant Secretary
                Power Generation & Fuels Management


            BALTIMORE GAS AND ELECTRIC COMPANY


            By: /s/                                 /s/
                ------------------------------      ----------------------------


            DELMARVA POWER AND LIGHT COMPANY


            By: /s/ FRANK J. [ILLEGIBLE]            Claire R. Williamson
                ------------------------------      Commission Expires 3/27/95


            UGI UTILITIES INC.                      Sworn to and subscribed
                                                    before me this 3rd day of
                                                    January, 1995.

            By: /s/                                 /s/ DAVE J. DANIELS
                ------------------------------      ----------------------------
                                                    Notary Public
                                                    [STAMP]

            METROPOLITAN EDISON COMPANY             ATTEST:


            By: /s/ RJ TOOLE                        By: /s/
                ------------------------------          ------------------------
                Vice President                          Assistant Secretary
<PAGE>   18



            JERSEY CENTRAL POWER & LIGHT COMPANY      ATTEST:


            By: /s/ R.J. TOOLE                        By: /s/
                ----------------                          ----------------------
                Vice President                            Assistant Secretary

            PENNSYLVANIA POWER & LIGHT COMPANY        ATTEST


            By: /s/                                   By: /s/ DIANE M. KOCH
                ----------------                          ----------------------

            PECO ENERGY CO.


            By: /s/                                   By: /s/ M.C. PRICE
                ----------------                          ----------------------

            POTOMAC ELECTRIC POWER COMPANY            Attested:


            By: /s/                                   By: /s/ GERALDINE PRATT
                ----------------                          ----------------------

            PUBLIC SERVICE ELECTRIC & GAS COMPANY     Attest:


            By: P. LANDRIER                           By: /s/ LINDA J. DECIBUS
                ----------------                          ----------------------
                                                          Linda J. Decibus
                                                          Assistant Secretary







<PAGE>   19

                   Amendment to Keystone Operating Agreement

         SECTION 1. Reference is made to the Keystone Operating Agreement dated
December 1, 1965, as amended and supplemented from time to time (the "Operating
Agreement") by and among the Owners (as such term is defined in the Operating
Agreement) and GPU Generation Corporation ("Genco"), as assignee of Pennsylvania
Electric Company.

         SECTION 2. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Operating Agreement.

         SECTION 3. The parties hereto agree that Section 3.3 of the Operating
Agreement shall be deleted and the following substituted therefor:

               3.3 As a general rule, any decision or approval of the Owners in
     order to be effective shall be unanimous; provided, however, that in case
     of disagreement among the Owners as to any matter likely to impede or
     interfere with Genco's operation of the Station, any action by the Owners
     under or in connection with the Operating Agreement or any other agreement
     between the Owners and any other party or parties shall be deemed to be the
     action of all of the Owners and to be binding upon and inure to the benefit
     of, all of the Owners, if such action is approved by vote of either (a)
     Owners holding in the aggregate at least 75% of the ownership interests in
     the Station or (b) the total number of Owners minus one; it being
     understood and agreed that for purposes of this provision, the votes of any
     affiliated entities shall be aggregated such that any group of two or more
     affiliated entities shall be entitled to a single vote. For purposes
     hereof, the term "affiliated" with respect to any entity, shall mean any
     entity controlling, controlled by or under common control with, such
     entity.

         SECTION 4. Except as modified hereby, the Operating Agreement shall
remain in full force and effect:

Dated: March 25, 1998


ATLANTIC CITY ELECTRIC COMPANY              BALTIMORE GAS & ELECTRIC COMPANY

By /s/ H. CARTER KRESGE                     By /s/
   --------------------------------            ---------------------------------

Title Manager - External Operations         Title Vice President
      -----------------------------               ------------------------------

DELMARVA POWER & LIGHT COMPANY              JERSEY CENTRAL POWER & LIGHT COMPANY

By /s/ H. CARTER KRESGE                     By /s/ R. J. TOOLE
   --------------------------------            ---------------------------------

Title Manager - External Operations         Title Vice President
      -----------------------------               ------------------------------


<PAGE>   20

PECO ENERGY COMPANY                          PP&L, INC.

By /s/ KARL P. VOIGT III                     By /s/
   --------------------------------             --------------------------------

Title Mngr - Joint Owner Affairs             Title Mgr - Engr's Tech Svcs
      -----------------------------                -----------------------------

PUBLIC SERVICE ELECTRIC AND
GAS COMPANY

By /s/
   --------------------------------

Title Vice President - Fossil
      -----------------------------

GPU GENERATION CORPORATION

By /s/ R J TOOLE
   --------------------------------

Title VP Generation
      -----------------------------

<PAGE>   21
                    [KEYSTONE-CONEMAUGH PROJECTS LETTERHEAD]



                                 April 3, 1998



Mr. Ronald J. Toole
GPU Generation, Inc.
1001 Broad Street
Johnstown, Pennsylvania 15907

Dear Mr. Toole:

                            RE:  TERMINATION WAIVER

We would appreciate your confirming on behalf of GPU Generation, Inc. ("GENCO"),
by signing below, the following, which was agreed to at the Keystone-Conemaugh
Owners meeting of March 4, 1998.

GENCO has agreed with the Owners of the Keystone Generating Station ("Owners")
that, notwithstanding any provision in the respective Operating Agreement to the
contrary, the Owners and GENCO shall each have the right to terminate the
Operating Agreement between the Owners and GENCO effective as of December 31,
2001 by giving written notice thereof to the other party no later than JUNE 30,
1999. In other words, each of the parties has agreed to waive its right under
the Operating Agreement to demand that notice of termination effective December
31, 2001 be delivered no later than December 31, 1998.  This waiver will permit
the Owners and GENCO additional time to determine the impact on the Operating
Agreement of a potential divestiture by GPU, Inc. and its subsidiaries of their
ownership interests in the stations and any related change in the ownership or
operation of GENCO. Each of the parties understand that their waiver of their
rights to demand earlier notice of termination does not constitute a waiver of
any of their other rights under the Operating Agreement.

Please sign nine copies of this letter where indicated below and return eight
signed originals to us for our files.



                                              Sincerely,

                                              Keystone Generating Station Owners



Acknowledged and agreed to:

GPU Generation, Inc.



By: /s/ RONALD J. TOOLE
   ------------------------------
   Ronald J. Toole
<PAGE>   22
                                             PAGE 2 OF TERMINATION WAIVER LETTER



ATLANTIC CITY ELECTRIC COMPANY             BALTIMORE GAS & ELECTRIC
                                           COMPANY



By H. Carter Kresge                        By Ronald Louman
   ---------------------------------          ---------------------------------

Title Manager - External Operations        Title Vice President - Fossil Energy
      ------------------------------             ------------------------------
              3-19-98



DELMARVA POWER & LIGHT                     JERSEY CENTRAL POWER & LIGHT
COMPANY                                    COMPANY

By H. Carter Kresge                        By R.J. Toole
   ---------------------------------          ---------------------------------

Title Manager - External Operations        Title VP - Generation
      ------------------------------             ------------------------------
              3-19-98



PECO ENERGY COMPANY                        PP&L, INC.

By                                         By
   ---------------------------------          ---------------------------------

Title General Manager                      Title VP - PP&L
      ------------------------------             ------------------------------


PUBLIC SERVICE ELECTRIC AND
GAS COMPANY

By
   ---------------------------------

Title
      ------------------------------