PENNSYLVANIA POWER CO
AMEND TO GPU 1990 STOCK PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10-11.txt
<DESCRIPTION>AMEND TO GPU 1990 STOCK PLAN
<TEXT>




                                  AMENDMENT TO
                            GPU INC. 1990 STOCK PLAN


         The GPU Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries, as amended and restated to reflect amendments through June 3,
1999, is hereby further amended effective as of April 5, 2001 by adding at the
end thereof a new Section 17 which shall read as follows:

               17.  FirstEnergy  Merger  Provisions.  Notwithstanding  any other
          provision to the contrary in this Plan, the provisions of this Section
          17 shall apply upon the merger (the "Merger") of the Corporation  with
          FirstEnergy Corp.  ("FirstEnergy")  pursuant to the Agreement and Plan
          of Merger between  FirstEnergy and the Corporation  dated as of August
          8, 2000 (the "Merger  Agreement").  Unless  otherwise  defined in this
          Section 17 or elsewhere  in the Plan,  each  capitalized  term used in
          this  Section  17 shall  have the  meaning  given to such  term in the
          Merger  Agreement.

               (a)  On  the  fifth   Business  Day   preceding  the  date  which
          FirstEnergy  publicly  announces as the Election Deadline for purposes
          of the Merger  Agreement in accordance  with Section  2.01(c)  thereof
          (the "Accelerated  Vesting Date"),  each outstanding option previously
          granted  under the Plan on or after June 3,1999 , to the extent it had
          not otherwise become exercisable prior to the Accelerated Vesting Date
          (  a  "Non-Vested   Option"),   shall  become  immediately  and  fully
          exercisable,  and may be exercised on the Accelerated  Vesting Date as
          to any or all shares of Common  Stock  that are then still  subject to
          the  option.  The holder of a  Non-Vested  Option may  exercise  it by
          delivering to the Corporation, at any time during the period beginning
          on the 20th Business Day preceding the Election Deadline and ending at
          the close of business on the  Accelerated  Vesting  Date,  an executed
          notice of  exercise  on a form  furnished  by the  Corporation  to the
          holder for such purpose (the "Notice of Exercise Form"), together with
          a check in the amount of the aggregate  purchase  price for the shares
          of Common Stock to be purchased  pursuant to the holder's  exercise of
          such  option.  By no later than the 20th  Business Day  preceding  the
          Election  Deadline,  each  holder  of a  Non-Vested  Option  shall  be
          furnished  with (i) a Notice of Exercise  Form, and (ii) copies of the
          Form  of  Election,  Joint  Proxy  Statement,  and all  other  related
          materials,  which FirstEnergy furnishes to recordholders of GPU Common
          Stock  pursuant  to  Section  2.01(k)  of  the  Merger   Agreement  in
          connection with their right to make an election  regarding the form in
          which the Merger  Consideration  for their GPU  Common  Stock is to be
          paid.
               (b) At the Effective Time, each outstanding  option granted under
          the Plan on or after June 3,1999 (including any Non-Vested Option), to
          the extent then still  unexercised (each such option, a "GPU Option"),
          shall  automatically  become  an option (a  "FirstEnergy  Option")  to
          purchase a number of shares of  FirstEnergy  Common Stock equal to the
          number of shares of GPU Common Stock that remained  subject to the GPU
          Option  immediately  prior to the  Effective  Time  multiplied  by the
          Exchange Ratio as adjusted in accordance  with Section  2.01(m) of the
          Merger  Agreement  (with the resulting  number of shares rounded up or
          down to the nearest  whole share),  at an exercise  price per share of
          FirstEnergy  Common Stock equal to the exercise price for the purchase
          of shares  under  the GPU  Option  divided  by the  Exchange  Ratio as
          adjusted in accordance  with Section  2.01(m) of the Merger  Agreement
          (with the resulting  exercise  price rounded up or down to the nearest
          whole cent).

               (c) In the case of each  option  granted  under the Plan prior to
          June 3, 1999 that is  outstanding  immediately  prior to the Effective
          Time,  the holder  thereof  may elect,  in lieu of having  such option
          cancelled and  receiving a lump sum cash payment  therefor as provided
          in Sections  7(c) and (d) of the Plan,  to have such option  converted
          into a FirstEnergy Option entitling the holder to purchase a number of
          shares of FirstEnergy  Common Stock, at an exercise price per share of
          FirstEnergy  Common Stock,  determined in the same manner as set forth
          in subsection  (b) above.  Any such election shall be made in writing,
          on a form  furnished  to the  option  holder by  FirstEnergy  for such
          purpose.  The election  form shall be signed by the option  holder and
          filed with  FirstEnergy  within 30 days after the  Closing  Date.  Any
          election so made shall be irrevocable.

               (d) Each  FirstEnergy  Option  issued to an employee  pursuant to
          subsection  (b) or (c) above  shall be  subject  to the same terms and
          conditions as the option for which it was issued, as set forth in this
          Plan  and in the  written  agreements  evidencing  the  grant  of such
          options under this Plan to the employee.

               (e) In the case of all  performance  units  and  deferred  vested
          units standing to an employee's credit under the Plan which,  pursuant
          to the  terms of the Plan or the  written  agreements  evidencing  the
          grant of such  units  to the  employee  (or  pursuant  to any  payment
          election  made by the employee in  accordance  with the  provisions of
          such  agreements),  will become payable upon the  consummation  of the
          Merger,  payment  with  respect  to  such  units  (collectively,   the
          employee's  "GPU Stock  Units")  shall be made as soon as  practicable
          after the Effective Time, in cash, or in shares of FirstEnergy  Common
          Stock, or in any combination of cash and such shares,  as the employee
          may  elect.  Any such  election  shall be made in  writing,  on a form
          furnished to the employee by the Corporation for such purpose. In such
          form the  employee  shall  specify  by  number  or  percentage  (which
          percentage  must be an even multiple of 10%) the portion of his or her
          GPU Stock Units to be paid in cash and the portion of such units to be
          paid in shares of FirstEnergy Common Stock. The election form shall be
          signed by the employee and  delivered to the  Corporation  by no later
          than the  close of  business  on the  Accelerated  Vesting  Date.  Any
          election so made shall be irrevocable. In the case of any employee who
          fails to make a timely  election in  accordance  with this  subsection
          (e),  payment  with respect to all of the  employee's  GPU Stock Units
          shall be made in cash.

               (f) If payment  with  respect to any of an  employee's  GPU Stock
          Units is to be made in cash pursuant to the employee's election (or as
          a result of the employee's  failure to make a timely  election)  under
          subsection  (e) above , the  amount of cash to be paid for such  units
          shall be equal to the  product of the number of such units  multiplied
          by the  highest  closing  price  per  share of GPU  Common  Stock,  as
          reported  on the New York Stock  Exchange  Composite  Tape,  occurring
          during the 90-day period  immediately  preceding the Closing Date (the
          "GPU Stock  Price").  If payment with respect to any of an  employee's
          GPU Stock Units is to be made in shares of  FirstEnergy  Common  Stock
          pursuant to the employee's  election under  subsection (e) above,  the
          number of shares of  FirstEnergy  Common  Stock to be delivered to the
          employee in payment  for such units shall be equal to the  quotient of
          (i) the  product  of the number of such  units  multiplied  by the GPU
          Stock  Price,   divided  by  (ii)  the  per  share  closing  price  of
          FirstEnergy  Common  Stock  on the last  Business  Day  preceding  the
          Closing  Date;  provided,  however,  that if the  resulting  number of
          shares of  FirstEnergy  Common  Stock  includes a fraction of a share,
          payment with  respect to such  fraction  shall be made in cash,  in an
          amount  based on the per share  closing  price of  FirstEnergy  Common
          Stock on the last Business Day preceding the Closing Date.

               (g) Unless an employee  otherwise  elects  under  subsection  (h)
          below,  all deferred  vested units standing to the  employee's  credit
          under the Plan  immediately  prior to the Effective  Time which do not
          become payable upon  consummation of the Merger shall be automatically
          converted at the  Effective  Time into  deferred  cash  accounts to be
          established  and  maintained for the employee by FirstEnergy or one of
          its  Subsidiaries.  A  separate  deferred  cash  account  shall  be so
          established  and maintained for all of the deferred  vested units that
          are subject to the same payment  commencement  date and payment method
          selected by the employee in the election made by the employee to defer
          payment  with  respect to such units.  Each  deferred  cash account so
          established  shall have an initial balance equal to the product of the
          number  of  deferred  vested  units the  conversion  of which is to be
          reflected in such account,  multiplied by the GPU Stock Price. Payment
          with respect to each account so established shall be made in cash, and
          payment  shall be made or commence on the payment  commencement  date,
          and under the payment  method,  selected by the employee in his or her
          election to defer payment with respect to the units the  conversion of
          which is reflected in such account.  Until payment with respect to any
          deferred  cash  account  maintained  for an employee  has been made in
          full, interest,  compounded monthly,  shall be credited to the balance
          of such  account at the end of each  calendar  quarter,  at a rate not
          less than the simple average of Citibank, N.A. of New York Prime Rates
          for the last  business day of each of the three months in the calendar
          quarter.

               (h) In lieu of the deferred cash accounts that otherwise would be
          established for an employee with respect to his or her deferred vested
          units pursuant to subsection (g) above, the employee may elect to have
          the deferred vested units standing to his or her credit under the Plan
          immediately  prior to the  Effective  Time that do not become  payable
          upon consummation of the Merger  converted,  as of the Effective Time,
          into deferred vested units  ("FirstEnergy  Deferred Units") in respect
          of a  number  of  shares  of  FirstEnergy  Common  Stock  equal to the
          quotient  of (i) the  product  of the number of such  deferred  vested
          units,  multiplied  by the GPU Stock  Price,  divided  by (ii) the per
          share closing price of  FirstEnergy  Common Stock on the last Business
          Day immediately preceding the Closing Date. Any such election shall be
          made in writing,  on a form  furnished to the employee by  FirstEnergy
          for such purpose and filed with  FirstEnergy  within 30 days after the
          Closing Date. The  FirstEnergy  Deferred Units credited to an employee
          pursuant to his or her  election  under this  subsection  (h) shall be
          subject to the same terms and conditions as the deferred  vested units
          with respect to which the FirstEnergy Deferred Units were credited, as
          set forth in this Plan and in the written  agreements  evidencing  the
          grant of such deferred vested units to the employee.

               (i) Notwithstanding any other provision in this Section 17 to the
          contrary,  no shares of Common  Stock will be delivered to an employee
          upon his or her exercise of a Non-Vested Option pursuant to subsection
          (a) above, and no payment of cash or delivery of shares of FirstEnergy
          Common  Stock will be made to an employee  with  respect to his or her
          GPU Stock Units pursuant to subsection (e) above,  unless the employee
          has paid all  Federal,  state and local taxes  required to be withheld
          with respect to the employee's exercise of such option or with respect
          to  the  employee's   receipt  of  such  cash  payment  or  shares  of
          FirstEnergy Common Stock.

               (j) The  provisions  of each  agreement  evidencing  the grant of
          stock  options,  performance  units,  or deferred  vested  units to an
          employee under the Plan that are still  outstanding  immediately prior
          to the  Effective  Time shall be deemed to have been amended as of the
          Effective  Time to the extent  necessary to conform to and reflect the
          provisions of this Section 17.


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