PENNSYLVANIA POWER CO
AMEND TO GPU 1990 STOCK PLAN - 11/7/01
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>ex10-12.txt
<DESCRIPTION>AMEND TO GPU 1990 STOCK PLAN - 11/7/01
<TEXT>
                                                             Exhibit _________

                              FORM OF AMENDMENT TO
            GPU, INC. 1990 STOCK PLAN FOR EMPLOYEES OF GPU, INC. AND
         SUBSIDIARIES; DEFERRED REMUNERATION PLAN FOR OUTSIDE DIRECTORS
        OF GPU, INC.; RETIREMENT PLAN FOR OUTSIDE DIRECTORS OF GPU, INC.


         WHEREAS, GPU, Inc. sponsored and maintained the [____________]
 (the "Plan"); and

         WHEREAS, GPU, Inc. reserved the right to amend the Plan; and

         WHEREAS,  GPU,  Inc. was merged into  FirstEnergy  Corp.  (hereinafter
 "FirstEnergy"),  effective  as of November 7, 2001  ("Effective  Date") and
 FirstEnergy is the successor to all powers,  authorities and rights of GPU,
 Inc. under the Plan; and

         WHEREAS, the FirstEnergy Corp. Board of Directors ("Board") authorized
 an amendment to the Plan which  replaces the  administrative  body named in
 the Plan with the [__________] of FirstEnergy Corp.; and

         WHEREAS,  the Board also  authorized  an  amendment  to the Plan which
 suspends  and freezes all rights and  accruals of benefits  under the Plan;
 and

         WHEREAS,  the Board authorized the amendments to be effective as of the
 Effective Date;

         NOW THEREFORE, as of the Effective Date, the Plan is amended  as
 follows:

         1.  Section  [____]  of the Plan is  amended  by the  deletion  of the
 relevant  portions of said Section and the  substitution in lieu thereof of
 the following:


             "[__] The  Plan  shall  be  administered  by  the  [____________]
                   of FirstEnergy Corp. and any reference to the "Committee"
                   refers to the entity named in this Section.  The
                   [_____________] shall have all the rights and powers afforded
                   it consistent with the terms of the Plan."
<PAGE>


         2.  The Plan is amended by the addition of the following Section [__]:

             "[__]. Suspension and Freezing of Plan
                    --------------------------------

                    Notwithstanding  any other provision of the Plan to the
                    contrary, this Plan is frozen and no individual shall accrue
                    any further  benefit or right under the Plan  including,  to
                    the extent applicable,  any right to receive awards or defer
                    all or any portion of his or her  compensation  for any plan
                    year or any increase in his or her pension benefit,  if any,
                    except  that  interest  equivalents  shall  continue  to  be
                    credited on the  balance of each  account  maintained  for a
                    Director   hereunder   (to  the   extent   applicable).   No
                    compensation  earned  and  no  service  rendered  after  the
                    effective  date  of  this  provision  shall  be  used in the
                    calculation and determination of benefits under the Plan and
                    no  individual  shall  enter the Plan or become  eligible to
                    receive awards of any benefits.  No compensation  earned and
                    no service rendered as a Director of FirstEnergy Corp. shall
                    be used in the  calculation  and  determination  of benefits
                    under the Plan."

     IN WITNESS  WHEREOF,  FirstEnergy  Corp., by its duly  Authorized  Officer,

hereby executes this amendment to the  [________________________]  this ____ day

of ___________, 2001.



                                          FIRSTENERGY CORP.

                                          By: ___________________________

                                          Title: ________________________




</TEXT>
</DOCUMENT>
