PENNSYLVANIA ELECTRIC CO
EXHIBIT 10-Y
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>EXHIBIT 10-Y
<TEXT>

                                                                Exhibit 10-Y

                Deferred Stock Unit Plan for Outside Directors
                                       of
                                    GPU, Inc.

                       As Amended Effective August 8, 2000
                                    -----


1.    Purpose

      The  purpose of the Plan is to more  closely  align the  interests  of the
outside  directors  of GPU,  Inc.  with  those of GPU,  Inc.'s  stockholders  by
providing for a significant portion of the total annual compensation  payable to
such  directors  to be paid in the form of  units  representing  shares  of GPU,
Inc.'s common stock.

2.    Definitions

      As used herein, the following terms shall have the following meanings:

      "Account" shall mean the account established for a Participant pursuant to
Section 5.

      "Award  Date"  shall  mean July 1, 1997 and July 1 of each  calendar  year
thereafter.

      "Beneficiary" shall mean the person or persons designated by a Participant
in  accordance  with  Section 11 to receive any amount,  or any shares of Common
Stock, payable under the Plan upon the Participant's death.

      "Board of Directors" shall mean the Board of Directors of the Corporation.

      "Change in  Control"  shall mean the  occurrence  of any of the  following
events:

      (1)An  acquisition  (other than  directly from  Corporation  of any 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


<PAGE>


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 (A) an employee  benefit plan (or a
trust forming a part  thereof)  maintained  by (i) the  Corporation  or (ii) 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  (for purposes of this  definition,  a  "Subsidiary"),  (B) the
Corporation  or its  Subsidiaries,  or  (C)  any  Person  in  connection  with a
"Non-Control Transaction" (as hereinafter defined);

      (2)   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 Plan,  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

      (3)   The consummation of:

      (a) 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:


                                        2
<PAGE>


            (i) 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,

           (ii)  the  individuals  who  were  members  of  the  Incumbent  Board
      immediately  prior to the  execution of the  agreement  providing for such
      merger,  consolidation  or  reorganization  constitute  at  least  seventy
      percent  (70%) of the members of the board of directors  of the  Surviving
      Corporation, or a corporation, directly or indirectly, beneficially owning
      a majority of the Voting Securities of the Surviving Corporation, and

          (iii) no Person other than (w) the  Corporation,  (x) any  Subsidiary,
      (y) 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 or any  Subsidiary,  or (z) 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.

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

      (c)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).


                                        3
<PAGE>


      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 Persons,  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.

      "Committee"   shall  mean  the  Personnel,   Compensation  and  Nominating
Committee of the Board of Directors.

      "Common Stock" shall mean the shares of common stock of the Corporation.

      "Corporation" shall mean GPU, Inc.

      "Deferred  Stock Unit" shall mean a unit of measurement  equivalent to one
share of Common  Stock,  with none of the attendant  rights of a shareholder  of
such share, including,  without limitation, the right to vote such share and the
right to receive dividends thereon,  except to the extent otherwise specifically
provided herein.

      "Outside  Director"  shall mean a member of the Board of Directors who, as
of any  date  of  reference,  is  not an  employee  of  the  Corporation  or any
subsidiary thereof.

      "Participant" shall mean any Outside Director for whom an Account has been
established, and is being maintained, pursuant to Section 5.

      "Plan" shall mean the Deferred Stock Unit Plan for Outside Directors of
GPU, Inc., as set forth herein and as amended from time to time.


                                        4
<PAGE>


      "Retirement"   shall  mean,   with   respect  to  any   Participant,   the
Participant's ceasing to be a member of the Board of Directors for any reason.

      "Vesting Date" shall mean, with respect to any  Participant,  the earliest
to occur of the following dates:

            (i)   the date as of which the Participant has completed at least
      54 months of service, whether or not continuous, as an Outside Director;

           (ii)   the date of the Participant's death; or

          (iii)   the date on which a Change in Control occurs.

3.    Maximum Number of Shares of Common Stock Available

      The number of shares of Common Stock that may be distributed  with respect
to  Deferred  Stock  Units  awarded  under the Plan  shall be limited to 200,000
shares of Common Stock.  If any Deferred Stock Units credited to a Participant's
Account  shall be  forfeited,  the  number of  shares of Common  Stock no longer
payable with respect to the Deferred Stock Units so forfeited shall thereupon be
released and shall thereafter be available for distribution  with respect to new
awards of Deferred  Stock Units under the Plan.  The  limitation  provided under
this Section 3 shall be subject to adjustment as provided in Section 9.

      The shares of Common Stock  distributed  under the Plan may be  authorized
and unissued  shares,  or shares purchased on the open market by the Corporation
at such time or times and in such manner as it may determine.

4.    Annual Awards

      As of each Award Date, the Account maintained hereunder for each member of
the Board of Directors who is an Outside Director on such date shall be credited
with a number of Deferred Stock Units determined by first multiplying the amount
of his or her Annual  Cash  Retainer by 1.5,  and then  dividing  the  resulting
product by the per share  closing  price of the Common  Stock as reported on the
New York Stock  Exchange  Composite Tape for such Award Date, or if there are no


                                        5
<PAGE>


sales of Common Stock on such date,  for the next  preceding  day on which there
were sales of Common Stock. An Outside  Director's  "Annual Cash Retainer" shall
mean,  as of any Award Date,  the annual rate of cash retainer in effect for the
Outside Director as of the day preceding such Award Date.

5.    Accounts

      There shall be  established  on the books and records of the  Corporation,
for bookkeeping  purposes only, a separate  Account for each member of the Board
of Directors who is an Outside Director on July 1, 1997, and for each individual
who  becomes an Outside  Director  thereafter,  to  reflect  such  Participant's
interest  under the Plan.  The Account so  established  shall be  maintained  in
accordance with the following provisions:

      (a)As of each Award Date,  each  Participant's  Account  shall be credited
with the number of  Deferred  Stock Units  required  to be credited  pursuant to
Section 4.

      (b)Each  Participant's Account shall be adjusted to reflect all additional
Deferred Stock Units required to be credited to such Account pursuant to Section
6, and the  cancellation  of all  Deferred  Stock  Units  with  respect to which
payments are made pursuant to Section 7.

      (c)In the case of each Participant for whom an election under Section 9(b)
of the GPU, Inc. Restricted Stock Plan for Outside Directors is in effect on the
business day immediately preceding the date on which a Change in Control occurs,
such Participant's Account shall be adjusted to reflect the number of additional
Deferred  Stock  Units  required  to be  credited  to such  account  on such day
pursuant  to  Section  9(b)(ii)  of such plan as a result  of the  Participant's
election.

      (d)A  Participant's  interest in his or her  Account  shall  become  fully
vested and nonforfeitable upon his or her Vesting Date.

6.    Crediting of Dividend Equivalents

      Until  payment  with respect to a  Participant's  Account has been made in
full in accordance with Section 7, a Participant's Account shall be credited, as
of each  date on which the  Corporation  pays a  dividend  on its  Common  Stock
("Dividend Payment Date"),  with additional  Deferred Stock Units, the number of
which shall be determined by multiplying  (i) the number of Deferred Stock Units


                                        6
<PAGE>


standing to the Participant's  credit in his or her Account immediately prior to
such Dividend Payment Date by (ii) the quotient  resulting from dividing (A) the
per share amount of the dividend so paid by (B) the price per share used for the
reinvestment  of  dividends  paid  on  such  Dividend  Payment  Date  under  the
provisions of the Corporation's Dividend Reinvestment and Stock Purchase Plan.

7.    Payment of Account Balances

      Payment  with  respect  to  a  Participant's  Account  shall  be  made  in
accordance with the following provisions:

      (a)A  Participant's  Account shall become  payable upon the  Participant's
Retirement on or after his or her Vesting Date. If a Participant ceases to serve
as a member of the Board of Directors for any reason prior to his or her Vesting
Date, all of the Deferred Stock Units  standing to the  Participant's  credit in
his or her Account  shall be forfeited  as of the date of such  cessation of the
Participant's service.

      (b)Except  as otherwise  provided in (c) below,  payment with respect to a
Participant's  Account  shall be made in the form of a single lump sum  payment.
Such payment shall be made to the Participant or, if the  Participant's  Account
becomes payable by reason of his or her death, to the Participant's Beneficiary.
Payment  shall be made on the first  business day of the second  calendar  month
following the month in which the Participant's Retirement occurs.

      (c)A  Participant  may elect to have  payment  with  respect to his or her
Account made to the Participant,  or in the event of the Participant's death, to
his or her Beneficiary, in the form of annual installments payable over a period
of five years, or such greater number of years as the  Participant  specifies in
his or her  election.  An  election  under  this  Section  7(c) shall be made in
writing,  on a form that is provided by the  Committee for such purpose and that
is filed by the  Participant  with the  Committee at least one year prior to the
date of the  Participant's  Retirement,  or within  such other  period as may be
applicable under Section 15(a).  Any election so made may be revoked,  and a new
election may be made hereunder after such revocation. Any such revocation or new
election shall be made in the same manner, and by the same date, as described in
the second preceding sentence. If a Participant's Account becomes payable in the
form of  annual  installments,  payments  shall be made in  accordance  with the
following provisions:


                                        7
<PAGE>


           (i) The first installment payment shall be made on the first business
      day of the  second  calendar  month  following  the  month  in  which  the
      Participant's  Retirement occurs, and the remaining  installment  payments
      shall be made on the anniversary of such payment commencement date in each
      succeeding year.

           (ii) With each annual installment, payment shall be made with respect
      to a number of Deferred  Stock Units equal to the quotient  resulting from
      dividing  (A) the total  number of Deferred  Stock  Units  included in the
      balance of the  Participant's  Account as of the last day of the  calendar
      month  preceding  the date on which such payment is to be made, by (B) the
      number of installment  payments  remaining to be made.  Immediately  after
      each  annual  installment  payment  has been made,  the number of Deferred
      Stock Units included in the balance of the Participant's  Account shall be
      reduced by the number of Deferred  Stock Units with  respect to which such
      payment was made.

          (iii) If the Participant  should die before  receiving all installment
      payments  required to be made hereunder with respect to the  Participant's
      Account,  any installment payments remaining to be made at the date of the
      Participant's death shall be made to the Participant's  Beneficiary in the
      same form,  at the same times and in the same  amounts,  as such  payments
      would have been made to the Participant if he or she had not died.

      (d)Payment  with  respect to any  Deferred  Stock  Units  included  in the
balance of a  Participant's  Account  shall be made (i) by the  issuance  of one
share of Common Stock for each whole  Deferred  Stock Unit with respect to which
payment is being made, and (ii) in cash,  with respect to any fractional part of
a  Deferred   Stock  Unit  with   respect  to  which   payment  is  being  made.
Notwithstanding  the  foregoing,  the  Committee,  in its sole  discretion,  may
determine  that payment  with respect to any or all of the Deferred  Stock Units
included in the balance of a Participant's Account shall be made in cash instead
of in shares of Common  Stock.  The  amount of the cash  payment to be made with
respect to any Deferred Stock Unit shall be equal to (and the amount of the cash
payment to be made with respect to any fractional  part of a Deferred Stock Unit
shall be based upon) the per share closing price of the Common Stock as reported
on the New  York  Stock  Exchange  Composite  Tape  for the  last  business  day
immediately preceding the date on which such cash payment is to be made.


                                        8
<PAGE>


      (e)Notwithstanding  any other provision in this Section 7 to the contrary,
payment with respect to any part or all of the Participant's Account may be made
to the  Participant  or,  if the  Participant  has  died,  to the  Participant's
Beneficiary,  on any date  earlier  than the date on which such payment is to be
made pursuant to such other provisions of this Section 7 if (i) the Participant,
or his or her  Beneficiary,  requests such early payment and (ii) the Committee,
in its sole discretion,  determines that such early payment is necessary to help
the Participant,  or his or her Beneficiary,  meet an "unforeseeable  emergency"
within  the  meaning  of  Section   1.457-2(h)(4)  of  the  federal  Income  Tax
Regulations.  The amount that may be so paid may not exceed the amount necessary
to meet such emergency.

8.    Change in Control

      Notwithstanding  any other  provision  of the Plan to the  contrary or any
other optional form of distribution otherwise elected or provided for hereunder,
each Participant  shall be permitted to make either one or both of the following
special  distribution  elections:  (a) to have the entire  balance of his or her
Account  paid in the  form of a  single  lump sum  payment  in the  event of the
Participant's Retirement upon the occurrence of a Change in Control, or (b) if a
Change in  Control  occurs  after the  Participant's  Retirement  but before all
payments  with respect to his or her Account have been made in  accordance  with
Section 7, to have the entire  remaining unpaid balance of his or her Account at
the  time of such  Change  in  Control  paid in the  form of a  single  lump sum
payment.  Subject to Section 15(a), any such election shall be effective only if
it is made at least one year  prior to the  Change in  Control  and prior to the
Participant's  Retirement.  Any special  election  made under  clause (a) or (b)
above may be revoked,  and a new special  election may be made thereunder at any
time; provided,  however,  subject to Section 15(a), that any such revocation or
new election  shall be effective  only if it is made within the election  period
specified in the preceding  sentence.  Any special election,  or revocation of a
special  election,  that may be made  hereunder  shall be made in the manner set
forth in Section 7(c).

      The  lump sum  payment  to be made  pursuant  to a  Participant's  special
distribution  election  under  clause (a) or (b) above  shall be made as soon as
practicable  after  the  Participant's  Retirement  or, in the case of a special


                                        9
<PAGE>


election  under clause (b) above,  following  the date of the Change in Control.
Such  payment  shall be made in cash,  or in shares of Common  Stock,  or in any
combination of cash or such shares,  as the Committee shall  determine,  and the
amount of such payment shall be determined as follows:

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

           (ii) To the extent that payment for any of the Participant's Deferred
      Stock Units is to be made in shares of Common Stock,  the number of shares
      of Common  Stock to be issued with  respect to such  Deferred  Stock Units
      shall be  determined by dividing (A) the product of (y) the number of such
      Deferred Stock Units multiplied by (z) the  Multiplication  Factor, by (B)
      the per share  closing  price of the Common  Stock as  reported on the New
      York Stock Exchange Composite Tape for the day preceding the payment date,
      or if there  are no  sales of  Common  Stock  on such  date,  for the next
      preceding day on which there were sales of Common Stock.

9.    Certain Adjustments to Plan Shares

      In the event of any change in the shares of Common  Stock by reason of any
stock  dividend,   stock  split,   recapitalization,   reorganization,   merger,
consolidation,  split-up,  combination  or  exchange  of  shares,  or any rights
offering to purchase  Common  Stock at a price  substantially  below fair market
value,  or any similar change  affecting the shares of Common Stock,  the number
and kind of shares  represented by Deferred  Stock Units shall be  appropriately
adjusted  consistent  with such change in such manner as the  Committee,  in its
sole  discretion,   may  deem  equitable  to  prevent  substantial  dilution  or
enlargement  of the  rights  granted  to, or  available  for,  the  Participants
hereunder. The Committee shall give notice to each Participant of any adjustment
made pursuant to this Section and, upon such notice,  such  adjustment  shall be
effective and binding for all purposes.


                                       10
<PAGE>


10.   Listing and Qualification of Common Shares

      The Corporation,  in its discretion, may postpone the issuance,  delivery,
or  distribution  of shares of Common Stock with  respect to any Deferred  Stock
Units until completion of such stock exchange listing or other  qualification of
such  shares  under  any  state  or  federal  law,  rule  or  regulation  as the
Corporation  may  consider  appropriate,  and may  require  any  Participant  or
Beneficiary to make such  representations and furnish such information as it may
consider  appropriate in connection  with the issuance or delivery of the shares
in compliance with applicable laws, rules and regulations.

11.   Designation and Change of Beneficiary

      Each  Participant  shall file with the Committee a written  designation of
one or more  persons as the  Beneficiary  who shall be  entitled  to receive any
amount,  or any shares of Common  Stock,  payable under the Plan upon his or her
death.  A  Participant  may,  from time to time,  revoke  or  change  his or her
Beneficiary  designation  without  the  consent  of  any  previously  designated
Beneficiary  by  filing a new  designation  with the  Committee.  The last  such
designation received by the Committee shall be controlling;  provided,  however,
that no designation,  or change or revocation thereof, shall be effective unless
received by the  Committee  prior to the  Participant's  death,  and in no event
shall it be  effective as of a date prior to such  receipt.  If at the date of a
Participant's  death, there is no designation of a Beneficiary in effect for the
Participant  pursuant to the provisions of this Section 11, or if no Beneficiary
designated by the Participant in accordance with the provisions  hereof survives
to receive any amount, or any shares of Common Stock,  payable under the Plan by
reason of the Participant's  death, the Participant's estate shall be treated as
the Participant's Beneficiary for purposes of the Plan.

12.   Rights of Participants

      A  Participant's  rights and interests  under the Plan shall be subject to
the following provisions:


                                       11
<PAGE>


      (a)A Participant shall have the status of a general unsecured  creditor of
the  Corporation  with respect to his or her right to receive any payment  under
the Plan.  The Plan shall  constitute a mere promise by the  Corporation to make
payments in the future of the benefits  provided for herein. It is intended that
the arrangements reflected in this Plan be treated as unfunded for tax purposes.

      (b)A Participant's  rights to payments under the Plan shall not be subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance,  attachment,  or garnishment by creditors of the Participant or his
or her Beneficiary.

      (c)Neither the Plan nor any action taken  hereunder  shall be construed as
giving  any  Participant  any right to be  retained  as a member of the Board of
Directors.

13.   Administration

      The Plan shall be administered by the Committee. A majority of the members
of the Committee shall constitute a quorum.  The Committee may act at a meeting,
including a telephone  meeting,  by action of a majority of the members present,
or  without  a  meeting  by  unanimous  written  consent.  In  addition  to  the
responsibilities and powers assigned to the Committee elsewhere in the Plan, the
Committee shall have the authority, in its discretion, to establish from time to
time guidelines or regulations for the administration of the Plan, interpret the
Plan,  and make all  determinations  considered  necessary or advisable  for the
administration  of the Plan.  The  Committee  may  delegate any  ministerial  or
nondiscretionary  function  pertaining to the  administration of the Plan to any
one or more officers or employees of the  Corporation  or any  subsidiary of the
Corporation.

      All decisions,  actions or interpretations of the Committee under the Plan
shall be final,  conclusive  and binding upon all parties.  Notwithstanding  the
foregoing,  any  determination  made by the Committee  after the occurrence of a
Change  in  Control  that  denies  in  whole or in part  any  claim  made by any
individual  for  benefits  under the Plan shall be subject to  judicial  review,
under a "de novo", rather than a deferential, standard.


                                       12
<PAGE>


14.   Amendment or Termination

      The Board of Directors may, with prospective or retroactive effect, amend,
suspend or  terminate  the Plan or any  portion  thereof at any time;  provided,
however,  that Section  7(a),  Section 8, the last  sentence of Section 13, this
Section 14, and the definitions of Change in Control and Vesting Date in Section
2, may not be amended,  and the Plan may not be suspended or terminated,  (i) at
the request of a third party who has  indicated  an  intention or taken steps to
effect a Change in Control and who effectuates a Change in Control,  (ii) within
six months prior to, or otherwise in connection  with, or in anticipation  of, a
Change in Control  which has been  threatened  or  proposed  and which  actually
occurs, or (iii) following a Change in Control, if the amendment,  suspension or
termination  adversely  affects the rights of any Participant under the Plan. In
addition, no amendment,  suspension or termination of the Plan shall deprive any
Participant  of any rights  with  respect to  Deferred  Stock  Units  previously
credited  to his or her  Account  under  the  Plan  without  his or her  written
consent.

15.   Additional Change in Control Provisions

      In the event of a Change in Control,  the provisions set forth below shall
apply, notwithstanding any other provisions of the Plan to the contrary.

      (a) The regular distribution  election provided for under Section 7(c) and
any special distribution  election provided for under Section 8 may be made by a
Participant,  and any such  election  previously  made by a  Participant  may be
revoked and a new election made by the Participant  under such Sections,  at any
time during the period  beginning on the date of any  agreement  entered into by
the  Corporation  which provides for the occurrence of one or more  transactions
which, if consummated,  would constitute a Change in Control,  and ending on the
45th day after such date (the "Window Period").  Any election,  or revocation of
an election,  that may be made  pursuant to this Section  15(a) shall be made in
the manner set forth in Section 7(c).  Any election or revocation of an election
under  Section  7(c)  that is made  pursuant  to this  Section  15(a)  shall  be
effective only if the transactions  provided for in the agreement referred to in
the preceding sentence are consummated.


                                       13
<PAGE>


      (b) In the case of any  Participant  whose  Retirement  has not  otherwise
occurred prior to a Change in Control,  such  Participant's  Retirement shall be
treated,  for  purposes  of this Plan,  as  occurring  on the date on which such
Change in Control  occurs,  unless an election  under (c) below is in effect for
the Participant at the time of such Change in Control.

      (c) During the Window  Period or on any date  thereafter  that is at least
one year prior to the date on which a Change in Control  occurs,  a  Participant
may make an election under this Section 15(c) pursuant to which, if he or she is
designated to serve as a member of the Successor Board (as hereinafter  defined)
immediately  following the occurrence of a Change in Control,  the Participant's
Retirement  under this Plan will not be treated as  occurring at the time of the
Change in Control but instead, will be treated as occurring on the date on which
his or her service as a member of the Successor Board terminates for any reason.
For purposes of this Section 15, the term  Successor  Board shall mean the board
of directors of the corporation described in Section 15(e)(i). An election under
this Section 15(c) shall be made in the manner set forth in Section 7(c).

      (d) In the case of any  Participant  for whom an  election  under  Section
15(c) is in effect at the time of a Change in Control, the Participant's Account
shall become  payable  upon his or her  Retirement  subsequent  to the Change in
Control.  Payment with respect to the Participant's Account shall be made at the
time or times, and in the form,  determined  under the applicable  provisions of
Section 7.

      (e) With respect to all periods  subsequent to the  occurrence of a Change
in Control, the following terms shall have the following meanings:

            (i) the term  "Corporation"  shall  refer to the  corporation  whose
acquisition of the Common Stock of the Corporation or  substantially  all of its
assets,  or whose merger with the Corporation,  results in the occurrence of the
Change in Control;

            (ii)  the term "Board of Directors" shall refer to the Successor
Board; and


                                       14
<PAGE>


            (iii)  the term  "Committee"  shall  refer to the  committee  of the
Successor Board that has responsibility for the administration of the Plan after
the occurrence of the Change in Control.

16.   Successor Corporation

      The  obligations of the  Corporation  under the Plan shall be binding upon
any  successor   corporation   or   organization   resulting  from  the  merger,
consolidation or other reorganization of the Corporation,  or upon any successor
corporation or organization  succeeding to  substantially  all of the assets and
business  of  the  Corporation.   The  Corporation  agrees  that  it  will  make
appropriate  provision for the  preservation of  Participants'  rights under the
Plan in any  agreement  or plan  which it may enter  into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.


                                       15

</TEXT>
</DOCUMENT>
