Master Directors' Benefits Protection Trust

Exhibit 10-B


GPU SYSTEM COMPANIES


MASTER DIRECTORS' BENEFITS PROTECTION TRUST


As Amended and Restated Effective November 7, 1996


TABLE OF CONTENTS


Article Title Page No.


ARTICLE 1 Definitions 2


ARTICLE 2 Establishment of the Trusts 7


ARTICLE 3 Contributions and Accounts 9


ARTICLE 4 Payments to Participants and Beneficiaries 16


ARTICLE 5 Legal Defense Fund 25


ARTICLE 6 Insolvency 29


ARTICLE 7 Payments to Company 31


ARTICLE 8 Investment Authority and


Disposition of Income 32


ARTICLE 9 General Powers and Duties of Trustee 34


ARTICLE 10 Taxes, Expenses, and Compensation of Trustee 40


ARTICLE 11 Accounting by Trustee 41


ARTICLE 12 Communications 43


ARTICLE 13 Resignation or Removal of Trustee 45


ARTICLE 14 Amendments and Termination 47


ARTICLE 15 Miscellaneous 48


THIS TRUST AGREEMENT, Amended and Restated as of November 7,


1996, by and between GPU, INC., a Pennsylvania corporation (the


"Corporation"), JERSEY CENTRAL POWER & LIGHT COMPANY, a New


Jersey corporation, and GPU NUCLEAR, INC., a New Jersey


corporation (each such corporation is hereinafter referred to


individually as a "Company", and all such corporations are


hereinafter referred to collectively as the "Companies"), and


SUMMIT BANK (formerly UNITED JERSEY BANK), a New Jersey state


chartered bank (hereinafter referred to as the "Trustee").


W I T N E S S E T H :


WHEREAS, each Company has adopted one or more Plans (as


hereinafter defined) under which it has incurred or expects to


incur liability under the terms of such Plans with respect to


Benefits (as hereinafter defined) payable to individuals


participating in such Plans; and


WHEREAS, pursuant to a Trust Agreement dated as of September


1, 1995 between the Companies and the Trustee (the "Prior


Agreement"), each of the Companies has established a trust


(hereinafter called the "Trust") and has contributed to the Trust


assets that shall be held therein, subject to the claims of the


Company's creditors in the event of the Company's Insolvency (as


hereinafter defined) until paid to Plan participants and their


beneficiaries in such manner and at such times as specified in


the Plans; and


WHEREAS, it is the intention of the parties that each Trust


shall constitute an unfunded arrangement and shall not affect the


status of each of the Plans as unfunded for federal income tax


purposes; and


WHEREAS, it is the intention of each Company to make


contributions to its Trust to provide itself with a source of


funds to assist it in the meeting of its liabilities under its


Plans; and


WHEREAS, the Trustee is not a party to any of the Plans and


makes no representations with respect thereto; and


WHEREAS, the parties hereto wish to amend and restate the


Prior Agreement to make certain changes thereto; and


NOW, THEREFORE, the Prior Agreement is hereby amended and


restated to read in its entirety as follows:


ARTICLE 1


Definitions


1.1 As used herein, the following terms shall have the


following meanings, unless the context clearly indicates a


contrary meaning:


(a) "Agreement" shall mean this instrument, as the
same may be amended from time to time as permitted herein.


(b) "Applicable Company" shall mean, with respect to
any Trust established hereunder, or any Plan, the Company
that established such Trust, or that has adopted or
maintains such Plan.


(c) "Beneficiary", with respect to a Participant,
shall mean the person or entity designated by such
Participant under a Plan, or such other person or entity
with respect to such Participant as may be designated under
the terms of such Plan, to receive the Benefits, if any,
payable from such Plan following such Participant's death.


(d) "Benefits" shall mean those amounts specified in
Exhibit B that are payable under a Plan to (or with respect
to) a Participant, or, upon his death, to his Beneficiary.


(e) "Benefit Valuation Date" shall mean the first day
of each calendar year.


(f) "Board" shall mean the board of directors of the
Corporation.


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(g) "Change in Control" shall mean the occurrence of
any of the following:


(1) 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 (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 (the "Incumbent Board"), cease for
any reason to constitute at least seventy percent (70%) of
the members of the Board; 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 Trust, 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 (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 involving the Corporation, unless such
merger, consolidation or reorganization is a "Non-Control
Transaction." A "Non-Control Transaction" shall mean a


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merger, consolidation or reorganization of the Corporation
where:


(i) the stockholders 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).


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


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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.


(h) "Code" shall mean the Internal Revenue Code of
1986 as the same may be amended from time to time.


(i) "Insolvent"--A Company shall be considered
"Insolvent" for purposes of this Agreement if (i) the
Company is unable to pay its debts as they become due, or
(ii) the Company is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.


(j) "Participant" shall mean any person who is or may
become entitled to receive Benefits under a Plan and who is
included in the list of persons who are to be treated as
Participants for purposes of this Agreement, as set forth in
Exhibit A hereto.


(k) "Permitted Investments" shall mean direct
obligations of the United States of America or agencies or
instrumentalities thereof or obligations unconditionally and
fully guaranteed as to principal and interest by the United
States of America ("Obligations"), and certificates of
deposit and bankers' acceptances of a bank organized and
existing under the laws of the United States of America or
any State thereof that has a combined capital and surplus of
at least $100,000,000, all having respective maturities of
not more than one year when purchased. The term "Permitted
Investments" shall also mean any fund or portfolio
maintained by any open-end investment company registered
under the Investment Company Act of 1940, the assets of
which are invested exclusively in Obligations, certificates
of deposit and/or bankers' acceptances of the kind described
in the preceding sentence including, without limitation, any
such fund or portfolio for which the Trustee or any
affiliate of the Trustee serves as investment adviser.


(l) "Plan" or "Plans" shall mean, with respect to any
Company, any (or if the context requires, all) of the plans,
programs or policies maintained by such Company, and
agreements entered into by such Company, that are included
in the list set forth in Exhibit B hereto.


(m) "Present Value" shall mean, with respect to any
Benefit, the single sum actuarial present value of such
Benefit, as determined by an enrolled actuary on the basis
of the actuarial assumptions most recently adopted by the


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Applicable Company for use in connection with this
Agreement. Notwithstanding the foregoing, any determination
of the Present Value of Benefits to be made hereunder at any
time after a Change in Control or during a Threatened Change
in Control Period shall be made on the basis of the
actuarial assumptions that were used in determining the
Present Value of such Benefits as of the most recent Benefit
Valuation Date preceding the Change in Control or Threatened
Change in Control Period, unless the Applicable Company has
notified the Trustee in writing prior to the Change in
Control or the Threatened Change in Control Period of its
adoption of different actuarial assumptions for use
hereunder after the Change in Control or during the
Threatened Change in Control Period; provided, however, that
if any Plan specifies (either expressly or by reference) the
actuarial assumptions that are to be used to calculate the
Benefits provided under such Plan, the actuarial assumptions
so specified shall be used to determine the Present Value of
Benefits under that Plan for purposes of this Agreement.


(n) "Threatened Change in Control" shall mean the
occurrence of any of the following events (but no event
other than the following events), except as otherwise
provided below: Any Person


(1) becomes the Beneficial Owner, directly or
indirectly, of securities of the Corporation representing
fifteen percent (15%) or more of the then-outstanding Common
Stock or of the combined voting power of the Corporation's
then-outstanding voting securities, or


(2) initiates a tender offer or exchange offer to
acquire securities of the Corporation representing twenty
percent (20%) or more of the then-outstanding Common Stock
or of the combined voting power of the Corporation's then-
outstanding voting securities, or


(3) solicits proxies for the election within any
single twelve (12)-month period of three or more directors,
whose election or nomination is not approved by a majority
of the Incumbent Board then serving as members of the Board,
to serve on the Board.


Notwithstanding the foregoing, a Threatened Change in
Control shall not be deemed to occur pursuant to this
Section 1.1(n) solely because of an acquisition or tender
offer made or effected in connection with a Non-Control
Acquisition.


(o) "Threatened Change in Control Period" shall mean
the period commencing on the date on which a Threatened
Change in Control has occurred and ending (i) on the date on
which a Change in Control has occurred, or (ii), if earlier,
on whichever of the following dates is applicable:


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(1) in the case of a Threatened Change in Control
described in Section 1.1(n)(1), the date as of which any
Person described in Section 1.l(n)(1) ceases to be the
Beneficial Owner, directly or indirectly, of securities of
the Corporation representing fifteen percent (15%) or more
of the Common Stock or of the combined voting power of the
Corporation's then-outstanding voting securities, or


(2) in the case of a Threatened Change in Control
described in Section 1.l(n)(2), the date as of which the
tender offer or exchange offer described in Section
1.1(n)(2) is terminated without any securities described
therein of the Corporation being purchased thereunder, or


(3) in the case of a Threatened Change in Control
described in Section 1.l(n)(3), the date as of which any
Person described in Section 1.1(n)(3) fails to effect the
election within any single twelve (12)-month period of three
or more directors, whose election or nomination is not
approved by a majority of the Incumbent Board then serving
as members of the Board, to serve on the Board.


(p) "Valuation Date" shall mean the last business day
of each calendar quarter.


ARTICLE 2


Establishment of the Trusts


2.1 Each Company hereby establishes with the Trustee,


and the Trustee hereby accepts, a Trust consisting of such sums


of money and other property acceptable to the Trustee as such


Company shall pay or deliver to the Trustee from time to time.


All such money and other property, all investments and


reinvestments made therewith or proceeds thereof and all earnings


and profits thereon, less all payments therefrom and charges


thereto as authorized herein, are hereinafter referred to as the


"Trust Fund" for such Trust. Each Trust Fund shall be held,


administered and disposed of by the Trustee as provided in this


Agreement.


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2.2 Prior to a Change in Control, each Trust


established hereunder may be revoked, in whole or in part, by the


Applicable Company giving to the Trustee written notice of such


revocation; provided, however, that no Trust established


hereunder may be revoked (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) in


connection with, or in anticipation of, a Change in Control which


has been threatened or proposed and which actually occurs or


(iii) during a Threatened Change in Control Period, any such


attempted revocation being null and void. If a Trust is so


revoked in its entirety, all of the assets of the Trust (after


payment of any unpaid fees and expenses of the Trustee properly


chargeable to such Trust) shall be transferred by the Trustee to


the Applicable Company or to such other person or entity as the


Applicable Company may direct in writing. If a Trust is so


revoked in part, the Trustee shall transfer to the Applicable


Company such of the assets of the Trust as the Applicable Company


shall have specified in its written notice to the Trustee of the


partial revocation of such Trust. Upon a Change in Control, each


Trust shall become irrevocable.


2.3 Each Trust established hereunder is intended to


constitute a "grantor trust", of which the Company is the


grantor, within the meaning of subpart E, part I, subchapter J,


chapter 1, subtitle A of the Code, and shall be construed


accordingly.


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2.4 The principal of each Trust, and any earnings


thereon, shall be held separate and apart from other funds of the


Applicable Company, and shall be used exclusively for the uses


and purposes of Participants under such Company's Plans and


general creditors of such Company, as herein set forth.


Participants and their Beneficiaries shall have no preferred


claim on, or any beneficial ownership interest in, any assets of


any Trust. Any rights created under the Plans and this Agreement


shall be mere unsecured contractual rights of Participants and


their Beneficiaries against the Applicable Company. Any assets


held by each Trust will be subject to the claims of the


Applicable Company's general creditors under federal and state


law in the event of the Applicable Company's Insolvency, as


defined in Section 1.1(h) herein.


2.5 Each Trust established hereunder shall be


maintained by the Trustee as a separate trust. However, the


assets of any Trust may be commingled with the assets of any


other Trust, solely for investment purposes.


ARTICLE 3


Contributions and Accounts


3.1 Prior to a Change in Control, each Company may


make contributions to its Trust in such amounts, and at such


times, as such Company may determine in its sole discretion. Such


contributions may be in the form of cash, or such other property


as may be determined by the Company and as may be acceptable to


the Trustee.


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3.2 Required Contributions.


3.2.1 Upon the occurrence of a Change in Control,


each Company shall be required to make contributions to its Trust


as follows:


(a) Upon a Change in Control, the Company


shall, as soon as possible but in no event later than 30 days


following the Change in Control, make an irrevocable contribution


to its Trust in an amount that, when added to the value of the


Trust Fund for such Trust ( ...