Exhibit C-468
Amendment No. 1 to the Severance Protection Agreement
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dated as of November 5, 1998
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Reference is made to the severance protection agreement dated
as of November 5, 1998 (the "Severance Agreement"), between GPU, Inc. (the
"Corporation), GPU Service, Inc. (the "Company"), and Xxxx X. Xxxxx (the
"Executive") which amended and restated the severance protection agreement dated
June 5, 1997. The Corporation, the Company and the Executive agree that the
Severance Agreement shall be amended as set forth below; provided, however, that
if the Agreement and Plan of Merger between the Corporation and FirstEnergy
Corporation, approved by the Board of Directors of the Corporation on the date
hereof and intended to be entered into thereafter, is terminated without the
merger contemplated therein having been consummated, this Amendment shall be of
no further force or effect. Except as specifically set forth below, the
Severance Agreement remains unmodified and in full force and effect:
Modification to Section 2(b)(2)
The parties hereto agree that Section 2(b)(2) is hereby replaced in its
entirety with the following:
The Company shall pay the Executive as severance pay and in
lieu of any further compensation for periods subsequent to the
Termination Date, an amount of three (3) times the sum of (i)
the Executive's Base Amount and (ii) the Executive's Bonus
Amount.
IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment No. 1 to the Severance Agreement as of August 8, 2000.
GPU, INC.
By: ________________________________
GPU SERVICE, INC.
By: ________________________________
By: ________________________________
ATTEST: Xxxx X. Xxxxx
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Secretary
