Exhibit Description ------- ----------- 1 Form of Rights Agreement (the "Rights Agreement") dated as of August 18, 1998 between GPU, Inc. and ChaseMellon Shareholder Services, L.L.C. which includes, as Exhibit A thereto, the form of Rights Certificate.

                                  EXHIBIT INDEX
                                  -------------


Exhibit       Description
-------       -----------
   1          Form of Rights  Agreement  (the  "Rights  Agreement")  dated as of
              August 18, 1998 between  GPU,  Inc.  and  ChaseMellon  Shareholder
              Services, L.L.C. which includes, as Exhibit A thereto, the form of
              Rights
              Certificate.