Master Directors' Benefits Protection Trust

Exhibit 10-T


GPU COMPANIES


MASTER DIRECTORS' BENEFITS PROTECTION TRUST


As Amended and Restated Effective [June] 1, 1999


TABLE OF CONTENTS
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Article Title Page No. - ------------------ --------


ARTICLE 1 Definitions 2


ARTICLE 2 Establishment of the Trusts 8


ARTICLE 3 Contributions and Accounts 9


ARTICLE 4 Payments to Participants and Beneficiaries 13


ARTICLE 5 Legal Defense Fund 19


ARTICLE 6 Insolvency 23


ARTICLE 7 Payments to Company 24


ARTICLE 8 Investment Authority and Disposition of Income 24


ARTICLE 9 General Powers and Duties of Trustee 26


ARTICLE 10 Taxes, Expenses, and Compensation of Trustee 31


ARTICLE 11 Accounting by Trustee 32


ARTICLE 12 Communications 33


ARTICLE 13 Resignation or Removal of Trustee 34


ARTICLE 14 Amendments and Termination 35


ARTICLE 15 Miscellaneous 36


AGREEMENT made as of [June] 1, 1999, by and between GPU, INC., a Pennsylvania corporation (the "Corporation"), GPU NUCLEAR, INC., a New Jersey corporation, and JERSEY CENTRAL POWER & LIGHT COMPANY, 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 U.S. TRUST COMPANY, NATIONAL ASSOCIATION, a New York corporation (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 and most recently amended as of November 6, 1997 between each of the Companies and Summit Bank as 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 Company's Trust shall constitute an unfunded arrangement and shall not affect the status of each Company's 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, each of the Companies wishes to appoint U.S. Trust Company, National Association to succeed Summit Bank as the trustee of its Trust effective as of [June] 1, 1999, and U.S. Trust Company, National Association wishes to accept such appointment, upon the terms and conditions set forth herein; and


WHEREAS, the parties hereto wish to amend and restate the Prior Agreement to reflect the appointment of U.S. Trust Company, National Association as successor trustee of each Trust and to make certain other changes in the Prior Agreement;


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NOW, THEREFORE, the Prior Agreement is hereby amended and restated effective [June] 1, 1999 to read in its entirety as follows:


ARTICLE 1


Definitions
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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
maintained hereunder, or any Plan, the Company that maintains 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.


(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


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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 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


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Corporation or in which securities of the Corporation
are issued 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.


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(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 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


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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.


(1) "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 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


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(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:


(1) in the case of a Threatened Change in Control
described in Section 1.l(n)(1), the date as of which any
Person described in Section 1.1(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 1.1(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 1.1(n)(3), the date as of which any
Person described in Section 1.1(n)(3) fails to


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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.


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.


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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.


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
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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.


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
(exclusive of the value of the Legal Defense Fund, if any, maintained
within such Trust Fund) determined as of the most recent Valuation


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Date preceding such contribution, will equal the sum of (i) the
aggregate Present Value of all Benefits accrued for all Participants
under all of such Company's Plans determined as of the most recent
Benefit Valuation Date preceding the date on which the Change in
Control occurred; and (ii) the aggregate Present Value of all other
Benefits for all Participants under all of such Company's Plans that
accrue as a result of the occurrence of the Change in Control,
determined as of the first day of the month coincident with or
immediately following the date on which the Change in Control occurred. ...