Unassociated Document


     

    Exhibit
      4(c)

     

    
      

      

    

     

     

     

     

     

    AMENDED
      AND RESTATED


    LIMITED
      LIABILITY COMPANY AGREEMENT


    OF
      JCP&L TRANSITION FUNDING II LLC

     

     

     

     

     

     

     

    


     

    Dated
      as
      of ___________, 2006

     

    


    
      

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

     

    Page

     

    
      
        	
                 

                ARTICLE
                  I 

                 

              	
                 

                DEFINITIONS

                 

              	
                 

                1

                 

              
	
                SECTION
                  1.01

              	
                Capitalized
                  Terms

              	
                1

              
	
                SECTION
                  1.02

              	
                Other
                  Definitional Provisions

              	
                6

              
	
                 

                ARTICLE
                  II 

                 

              	
                 

                CONTINUATION
                  OF THE LIMITED LIABILITY COMPANY

                 

              	
                 

                6

                 

              
	
                SECTION
                  2.01

              	
                Continuation;
                  Filings

              	
                6

              
	
                SECTION
                  2.02

              	
                Name
                  and Office

              	
                7

              
	
                SECTION
                  2.03

              	
                Business
                  Purpose

              	
                7

              
	
                SECTION
                  2.04

              	
                Term

              	
                7

              
	
                SECTION
                  2.05

              	
                No
                  State Law Partnership

              	
                7

              
	
                SECTION
                  2.06

              	
                Authority
                  of Member

              	
                8

              
	
                SECTION
                  2.07

              	
                Liability
                  to Third Parties

              	
                8

              
	
                SECTION
                  2.08

              	
                No
                  Personal Liability of Any Member, Special Member, Manager,
                  Etc.

              	
                9

              
	
                SECTION
                  2.09

              	
                Separateness

              	
                9

              
	
                SECTION
                  2.10

              	
                Limited
                  Liability and Bankruptcy Remoteness

              	
                11

              
	
                 

                ARTICLE
                  III 

                 

              	
                 

                MANAGEMENT

                 

              	
                 

                12

                 

              
	
                SECTION
                  3.01

              	
                Management
                  by Managers

              	
                10

              
	
                SECTION
                  3.02

              	
                Acts
                  by Managers

              	
                12

              
	
                SECTION
                  3.03

              	
                Number
                  and Qualifications

              	
                12

              
	
                SECTION
                  3.04

              	
                Independent
                  Managers

              	
                13

              
	
                SECTION
                  3.05

              	
                Appointment
                  and Vacancy

              	
                13

              
	
                SECTION
                  3.06

              	
                Term

              	
                13

              
	
                SECTION
                  3.07

              	
                Removal

              	
                14

              
	
                SECTION
                  3.08

              	
                Resignation

              	
                12

              
	
                SECTION
                  3.09

              	
                Place
                  of Meetings of Managers

              	
                12

              
	
                SECTION
                  3.10

              	
                Meetings
                  of Managers

              	
                12

              
	
                SECTION
                  3.11

              	
                Quorum;
                  Majority Vote

              	
                12

              
	
                SECTION
                  3.12

              	
                Methods
                  of Voting; Proxies

              	
                14

              
	
                SECTION
                  3.13

              	
                Actions
                  Without a Meeting

              	
                13

              
	
                SECTION
                  3.14

              	
                Telephone
                  and Similar Meetings

              	
                13

              
	
                SECTION
                  3.15

              	
                Managers

              	
                13

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      
        	
                 

                ARTICLE
                  IV 

                 

              	
                 

                OFFICERS

                 

              	
                 

                13

                 

              
	
                SECTION
                  4.01

              	
                Designation;
                  Term; Qualifications

              	
                13

              
	
                SECTION
                  4.02

              	
                Removal
                  and Resignation

              	
                15

              
	
                SECTION
                  4.03

              	
                Vacancies

              	
                14

              
	
                SECTION
                  4.04

              	
                Compensation

              	
                14

              
	
                 

                ARTICLE
                  V 

                 

              	
                 

                MEMBER

                 

              	
                 

                14

                 

              
	
                SECTION
                  5.01

              	
                Powers

              	
                14

              
	
                SECTION
                  5.02

              	
                Compensation
                  of Member

              	
                14

              
	
                SECTION
                  5.03

              	
                Actions
                  of Member

              	
                15

              
	
                SECTION
                  5.04

              	
                Control
                  by Member

              	
                15

              
	
                SECTION
                  5.05

              	
                Special
                  Members

              	
                15

              
	
                 

                ARTICLE
                  VI 

                 

              	
                 

                COMMON
                  INTEREST

                 

              	
                 

                16

                 

              
	
                SECTION
                  6.01

              	
                General

              	
                16

              
	
                SECTION
                  6.02

              	
                Distributions

              	
                16

              
	
                SECTION
                  6.03

              	
                Rights
                  on Dissolution and Winding Up

              	
                16

              
	
                SECTION
                  6.04

              	
                Redemption

              	
                17

              
	
                SECTION
                  6.05

              	
                Voting
                  Rights

              	
                17

              
	
                SECTION
                  6.06

              	
                Class

              	
                17

              
	
                 

                ARTICLE
                  VII 

                 

              	
                 

                ALLOCATIONS;
                  DISTRIBUTIONS; EXPENSES; TAXES; BOOKS; REPORTS; AND BANK
                  ACCOUNTS

                 

              	
                 

                17

                 

              
	
                SECTION
                  7.01

              	
                Allocations

              	
                17

              
	
                SECTION
                  7.02

              	
                Distributions

              	
                17

              
	
                SECTION
                  7.03

              	
                Limitation
                  Upon Distributions

              	
                17

              
	
                SECTION
                  7.04

              	
                Expenses

              	
                17

              
	
                SECTION
                  7.05

              	
                Annual
                  Tax Information

              	
                18

              
	
                SECTION
                  7.06

              	
                Tax
                  Matters

              	
                18

              
	
                SECTION
                  7.07

              	
                Maintenance
                  of Books

              	
                18

              
	
                SECTION
                  7.08

              	
                Reports

              	
                18

              
	
                SECTION
                  7.09

              	
                Bank
                  and Investment Accounts

              	
                19

              
	
                 

                ARTICLE
                  VIII 

                 

              	
                 

                INDEMNIFICATION

                 

              	
                 

                19

                 

              
	
                SECTION
                  8.01

              	
                Mandatory
                  Indemnification of the Member, the Special Members and the
                  Managers

              	
                19

              
	
                SECTION
                  8.02

              	
                Mandatory
                  Advancement of Expenses

              	
                19

              
	
                SECTION
                  8.03

              	
                Indemnification
                  of Officers, Employees and Agents

              	
                20

              
	
                SECTION
                  8.04

              	
                Nonexclusivity
                  of Rights

              	
                20

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	
                SECTION
                  8.05

              	
                Contract
                  Rights

              	
                20

              
	
                SECTION
                  8.06

              	
                Insurance

              	
                21

              
	
                SECTION
                  8.07

              	
                Savings
                  Clause

              	
                21

              
	
                SECTION
                  8.08

              	
                Other
                  Ventures

              	
                21

              
	
                SECTION
                  8.09

              	
                Survival

              	
                21

              
	
                 

                ARTICLE
                  IX 

                 

              	
                 

                MISCELLANEOUS
                  PROVISIONS

                 

              	
                 

                21

                 

              
	
                SECTION
                  9.01

              	
                Offset

              	
                21

              
	
                SECTION
                  9.02

              	
                Notices

              	
                21

              
	
                SECTION
                  9.03

              	
                Effect
                  of Waiver or Consent

              	
                22

              
	
                SECTION
                  9.04

              	
                Governing
                  Law; Severability

              	
                22

              
	
                SECTION
                  9.05

              	
                No
                  Bankruptcy Petition; No Dissolution

              	
                22

              
	
                SECTION
                  9.06

              	
                Amendment

              	
                23

              
	
                SECTION
                  9.07

              	
                Headings
                  and Sections

              	
                23

              
	
                SECTION
                  9.08

              	
                Binding
                  Agreement

              	
                23

              
	
                SECTION
                  9.09

              	
                Dissolution

              	
                23

              


      

    

     

     

    
      
        	
                SCHEDULE
                  A

              	
                SCHEDULE
                  OF CAPITAL CONTRIBUTIONS OF MEMBER

              	
                A-1

              
	
                SCHEDULE
                  B:

              	
                CERTIFICATE
                  OF COMMON INTEREST

              	
                B-1

              
	
                SCHEDULE
                  C:

              	
                MANAGERS

              	
                C-1

              
	
                SCHEDULE
                  D:

              	
                OFFICERS

              	
                D-1

              


      

    

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    AMENDED
      AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT

    OF

    JCP&L
      TRANSITION FUNDING II LLC,

    a
      Delaware limited liability company

     

    AMENDED
      AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of __________, 2006
      (as it may be further amended, supplemented or otherwise modified and in effect
      from time to time, this “Agreement”), of JCP&L TRANSITION FUNDING II LLC, a
      Delaware limited liability company (the “Company”), having its principal office
      at 103 Faulk Road, Suite 202, Wilmington, Delaware 19803.

     

    WHEREAS,
      the Company was formed as a Delaware limited liability company (i) by the filing
      of the Certificate of Formation of the Company with the Secretary of State
      of
      the State of Delaware on March 29, 2004 and (ii) by the entering into of a
      Limited Liability Company Agreement, dated as of March 29, 2004 (the “Original
      LLC Agreement”); and

     

    WHEREAS,
      this Agreement amends and restates the Original LLC Agreement in all respects,
      and from and after the date hereof constitutes the governing instrument of
      the
      Company;

     

    NOW
      THEREFORE, the Member (as defined below) hereby amends and restates the Original
      LLC Agreement as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    SECTION
      1.01  Capitalized
      Terms.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    “Administration
      Agreement” shall mean the Administration Agreement, to be dated on or about
      __________, 2006, between the Company and FirstEnergy Service Company, as
      administrator (or any successor to FirstEnergy Service Company), as the same
      may
      be amended or supplemented from time to time.

     

    “Affiliate”
      shall mean, with respect to any specified Person, any other Person controlling
      or controlled by or under common control with such specified Person. For the
      purposes of this definition, “control” when used with respect to any specified
      Person means the power to direct the management and policies of such Person,
      directly or indirectly, whether through the ownership of voting securities,
      by
      contract or otherwise; and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing.

     

    “Agreement”
      shall have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Bankruptcy”
      shall mean, with respect to any Person, if (A) such Person (i) makes an
      assignment for the benefit of creditors, (ii) files a voluntary petition in
      bankruptcy, (iii) is

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    adjudged
      a bankrupt or insolvent, or has entered against it an order for relief, in
      any
      bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking
      for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (v) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature
      or
      (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or liquidator of the Person or of all or any substantial part of its properties,
      or (B)(i) if 120 days after the commencement of any proceeding against the
      Person seeking reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, the
      proceeding has not been dismissed, or (ii) within ninety days after the
      appointment without such Person’s consent or acquiescence of a trustee, receiver
      or liquidator of such Person or of all or any substantial part of its
      properties, the appointment is not vacated or stayed, or within ninety days
      after the expiration of any such stay, the appointment is not vacated. The
      foregoing definition of “Bankruptcy” is intended to replace and shall supersede
      and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and
      18-304 of the LLC Act.

     

    “Basic
      Documents” shall mean this Agreement, the Certificate of Formation, the Sale
      Agreement, each Bill of Sale, the Servicing Agreement, the Intercreditor
      Agreement, the Administration Agreement, each Interest Rate Swap Agreement,
      the
      Indenture, the Underwriting Agreement and the Independent Manager Agreements,
      each as may be amended or supplemented from time to time.

     

    “Bill
      of
      Sale” shall mean each bill of sale, issued by JCP&L to the Company, pursuant
      to the Sale Agreement, evidencing the sale of Bondable Transition Property
      by
      JCP&L to the Company.

     

    “Bondable
      Transition Property” shall have the meaning assigned to such term in the
      Competition Act and the Financing Order.

     

    “BPU”
      shall mean the New Jersey Board of Public Utilities or its
      successor.

     

    “Business
      Day” shall mean any day other than a Saturday or Sunday or a day on which
      banking institutions in New York, New York, are required or authorized by law
      or
      executive order to close.

     

    “Certificate
      of Formation” shall mean the Certificate of Formation of the Company as filed in
      accordance with the LLC Act with the Secretary of State of the State of Delaware
      on March 29, 2004, as the same may be amended, supplemented or otherwise
      modified and in effect from time to time.

     

    “Class”
      shall mean, with respect to any Series, any one of the classes of Transition
      Bonds of that Series, as specified in the Series Supplement for that
      Series.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      all Treasury Regulations promulgated thereunder.

     

    “Common
      Interest” shall mean the limited liability company interest of the Member in the
      Company as described in Article VI. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Company”
      shall have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Competition
      Act” shall mean the Electric Discount and Energy Competition Act, New Jersey
      Statutes Annotated, Title 48, Chapter 3, Article 7, as amended.

     

    “Covered
      Persons” shall have the meaning set forth in Section 2.08(b).

     

    “Financing
      Order” shall mean the bondable stranded costs rate order issued by the BPU to
      JCP&L on June 8, 2006, as amended or supplemented from time to time,
      pursuant to the Competition Act.

     

    “Fiscal
      Year” shall mean, unless the Managers shall at any time determine otherwise
      pursuant to the requirements of the Code, the fiscal year of the
      Member.

     

    “Fitch”
      shall mean Fitch, Inc.

     

    “GAAP”
      shall mean the generally accepted accounting principles of the United States
      promulgated or adopted by the Financial Accounting Standards Board and its
      successors from time to time.

     

    “Governmental
      Authority” shall mean any federal, state, local or foreign court or governmental
      department, commission, board, bureau, agency, authority, instrumentality or
      regulatory body.

     

    “Indenture”
      shall mean the Indenture, to be dated on or about __________, 2006, between
      the
      Company and the Trustee, as the same may be amended or supplemented from time
      to
      time, and shall include each Series Supplement and the forms and terms of the
      Transition Bonds established thereunder.

     

    “Independent
      Manager” shall mean, with respect to the Company, a Manager who is not, and
      within the previous five years was not (except solely by virtue of such Person’s
      serving as, or being an Affiliate of any other Person serving as, an independent
      director or manager, as applicable, of any bankruptcy-remote special purpose
      entity that is an Affiliate of JCP&L or the Company), (i) a stockholder,
      member, partner, director, officer, employee, Affiliate, customer, supplier,
      creditor or independent contractor of, or any Person, except for CSC Entity
      Services LLC, its agents and employees, and any successor entity thereof, that
      has received any benefit in any form whatever from (other than in such Manager’s
      capacity as a ratepayer or customer of JCP&L or any of its Affiliates in the
      ordinary course of business), or any Person that has provided any service in
      any
      form whatsoever to, or any major creditor (or any Affiliate of any major
      creditor) of, the Company, JCP&L, or any of their Affiliates, (ii) any
      Person owning beneficially, directly or indirectly, any outstanding shares
      of
      common stock, any limited liability company interests or any partnership
      interests, as applicable, of the Company, JCP&L or any of their Affiliates,
      or of any major creditor (or any Affiliate of any major creditor) of any of
      the
      foregoing, or a stockholder, member, partner, director, officer, employee,
      Affiliate, customer, supplier, creditor or independent contractor of, or any
      Person that has received any benefit in any form whatever from (other than
      in
      such Person’s capacity as a ratepayer or customer of JCP&L or any of its
      Affiliates in the ordinary course of business), or any Person that

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    has
      provided any service in any form whatever to, such beneficial owner or any
      of
      such beneficial owner’s Affiliates, or (iii) a member of the immediate family of
      any Person described above; provided,
      that the
      indirect or beneficial ownership of stock through a mutual fund or similar
      diversified investment vehicle with respect to which the owner does not have
      discretion or control over the investments held by such diversified investment
      vehicle shall not preclude such owner from being an Independent Manager. For
      purposes of this definition, “major creditor” shall mean a Person to which the
      Company, JCP&L or any of their Affiliates has outstanding indebtedness for
      borrowed money or credit on open account in a sum sufficiently large as would
      reasonably be expected to influence the judgment of the proposed Independent
      Manager adversely to the interests of the Company when the interests of that
      Person are adverse to those of the Company.

     

    “Independent
      Manager Agreement” shall mean any agreement by and between any Independent
      Manager of the Company and the Company, including the Agreement, dated as of
      __________, 2006 between the Company and [__________] and the Agreement, dated
      as of __________, 2006, by and between the Company and
      [__________].

     

    “Intercreditor
      Agreement” shall mean the Intercreditor Agreement as defined in and permitted by
      the Indenture.

     

    “Interest
      Rate Swap Agreement” shall mean each Interest Rate Swap Agreement, as defined in
      and permitted by the Indenture and any Series Supplement thereto.

     

    “JCP&L”
      shall mean Jersey Central Power & Light Company, a New Jersey corporation,
      or its successor.

     

    “LLC
      Act”
shall mean the Delaware Limited Liability Company Act, as amended, as in effect
      on the date hereof (currently Chapter 18 of Title 6, Sections 18-101 through
      18-1109 of the Delaware Code) and as it may be amended hereafter, from time
      to
      time.

     

    “Manager”
      shall mean any manager of the Company within the meaning of the LLC Act,
      including the Independent Managers.

     

    “Member”
      shall mean JCP&L, in its capacity as sole member of the Company under this
      Agreement, or any successor thereto as a member pursuant to Article VI;
provided, however,
      the
      term “Member” shall not include any Special Member.

     

    “Moody’s”
      shall mean Moody’s Investors Service, Inc.

     

    “Original
      LLC Agreement” shall have the meaning set forth in the second paragraph of this
      Agreement.

     

    “Person”
      shall mean any individual, corporation, estate, partnership, joint venture,
      association, joint stock company, trust (including any beneficiary thereof),
      business trust, limited liability company, unincorporated organization or
      Governmental Authority.

     

    “Proceeding”
      shall have the meaning set forth in Section 8.01.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Rating
      Agency” shall mean, as of any date, each rating agency rating the Transition
      Bonds of any Class or Series at the request of the Company. If, at any time,
      no
      such organization or successor is in existence, “Rating Agency” shall mean a
      nationally recognized statistical rating organization or other comparable Person
      designated by the Company, notice of which designation shall be given to the
      Trustee, the Member and JCP&L, as servicer under the Servicing
      Agreement.

     

    “Registration
      Statement” shall mean the registration statement on Form S-3 filed by the
      Company with the Securities and Exchange Commission on May 13, 2004, as such
      Registration Statement may be amended and supplemented from time to
      time.

     

    “S&P”
      means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies.

     

    “Sale
      Agreement” shall mean the Bondable Transition Property Sale Agreement, dated on
      or about, __________, 2006, between JCP&L, as seller, and the Company, as
      the same may be amended or supplemented from time to time.

     

    “Series”
      shall mean each series of Transition Bonds issued and authenticated pursuant
      to
      the Indenture as specified in the Series Supplement therefor.

     

    “Series
      Supplement” shall mean a supplemental indenture to the Indenture that authorizes
      a particular Series of Transition Bonds, as the same may be amended or
      supplemented from time to time.

     

    “Servicing
      Agreement” shall mean the Bondable Transition Property Servicing Agreement, to
      be dated on or about __________, 2006, between the Company and JCP&L, as
      servicer, as the same may be amended or supplemented from time to
      time.

     

    “Special
      Member” shall have the meaning set forth in Section 5.04. A Special Member shall
      have the rights and duties expressly set forth in this Agreement.

     

    “State”
      shall mean any one of the fifty states of the United States of America or the
      District of Columbia.

     

    “Transition
      Bonds” shall have the meaning set forth in Section 2.03(a).

     

    “Trustee”
      shall mean the party named as such in the Indenture until a successor replaces
      it in accordance with the applicable provisions of the Indenture and thereafter
      means the successor serving thereunder.

     

    “Underwriting
      Agreement” shall mean the Underwriting Agreement, dated __________, 2006,
      between JCP&L, the Company and Goldman, Sachs & Co., on behalf of itself
      and as representative of the several underwriters listed therein.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    SECTION
      1.02  Other
      Definitional Provisions.

     

    (a)    Unless
      otherwise defined herein, all capitalized terms herein shall have the meanings
      ascribed thereto in the Indenture.

     

    (b)    All
      terms
      in this Agreement shall have the defined meanings when used in any certificate
      or other document made or delivered pursuant hereto unless otherwise defined
      therein.

     

    (c)    As
      used
      in this Agreement and in any certificate or other documents made or delivered
      pursuant hereto or thereto, accounting terms not defined in this Agreement
      or in
      any such certificate or other document, and accounting terms partly defined
      in
      this Agreement or in any such certificate or other document to the extent not
      defined, shall have the respective meanings given to them under GAAP. To the
      extent that the definitions of accounting terms in this Agreement or in any
      such
      certificate or other document are inconsistent with the meanings of such terms
      under GAAP, the definitions contained in this Agreement or in any such
      certificate or other document shall control.

     

    (d)    The
      words
“hereof,” “herein,” “hereunder,” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Article and Section references contained in this
      Agreement are references to Articles and Sections in this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation.”

     

    (e)    The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms.

     

    (f)    Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    ARTICLE
      II

    CONTINUATION
      OF THE LIMITED LIABILITY COMPANY

     

    SECTION
      2.01  Continuation;
      Filings.
      Pursuant to the LLC Act and in accordance with the further terms and provisions
      hereof, the Member hereby continues the Company as a limited liability company.
      The Certificate of Formation has been duly executed and filed with the Secretary
      of State of the State of Delaware by Bernard J. Kelley as an authorized person
      within the meaning of the LLC Act. Upon such filing, his powers as an
“authorized person” ceased. The Managers, as authorized persons, shall execute
      or cause to be executed from time to time all other instruments, certificates,
      notices and documents, and shall do or cause to be done all such filing,
      recording, publishing and other acts, in each case, as may be necessary or
      appropriate from time to time to comply with all applicable requirements for
      the
      formation, operation and, when appropriate, termination of a limited liability
      company in the State of Delaware and all other jurisdictions where the Company
      shall desire to conduct its business.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    SECTION
      2.02  Name
      and Office.

     

    (a)    The
      name
      of the Company shall be “JCP&L Transition Funding II LLC”. All business of
      the Company shall be conducted in such name and all contracts, property and
      other assets of the Company shall be held in that name and the Member shall
      not
      have any ownership interest in such contracts, property or other assets in
      its
      individual name.

     

    (b)    The
      address of the registered office of the Company in the State of Delaware is
      c/o
      The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
      Wilmington, Delaware 19801. The name of the Company’s registered agent at that
      address is The Corporation Trust Company.

     

    (c)    The
      Company may also have offices at such other places both within and without
      the
      State of Delaware as the Member may from time to time determine.

     

    SECTION
      2.03  Business
      Purpose.

     

    (a)    The
      nature of the business or purpose to be conducted or promoted by the Company
      is
      to engage exclusively in the following business and financial
      activities:

     

    (i)   to
      authorize, issue, sell and deliver one or more Series or Classes of transition
      bonds (“Transition Bonds”) under the Indenture and, in connection therewith, to
      execute and deliver Series Supplements, including Series Supplements providing
      for the issuance of additional Series of Transition Bonds, each as permitted
      by
      and in accordance with the terms of the Indenture;

     

    (ii)    to
      purchase and hold Bondable Transition Property and pledge the same and other
      Collateral to the Trustee pursuant to the terms and conditions of the Basic
      Documents;

     

    (iii)   to
      negotiate, authorize, execute, deliver, assume the obligations under, and
      perform, any agreement or instrument or document relating to the activities
      set
      forth in subclauses (i) and (ii) above, including but not limited to agreements
      with third-party credit enhancers and additional swap or hedge agreement
      counterparties relating to any Series of Transition Bonds; provided,
      that
      each
      party to any such agreement with the Company shall covenant that it shall not,
      prior to the date which is one year and one day after the termination of the
      Indenture and the payment in full of any Series of the Transition Bonds and
      any
      other amounts owed under the Indenture, including, without limitation, any
      amounts owed to third-party credit enhancers, acquiesce, petition or otherwise
      invoke or cause the Company to invoke the process of any court or Governmental
      Authority for the purpose of commencing or sustaining a case against the Company
      under any federal or State bankruptcy, insolvency or similar law or appointing
      a
      receiver, liquidator, assignee, trustee, custodian, sequestrator or other
      similar official of the Company or any substantial part of the property of
      the
      Company, or ordering the winding up or liquidation of the affairs of the
      Company; and
      provided, further,
      that
      the Company shall be permitted to incur additional indebtedness or other
      liabilities payable to service providers in the ordinary course of business
      in
      connection with the foregoing activities; and

     

    
      
         

      

      
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    (iv)   to
      engage
      in any activity and to exercise any powers permitted to limited liability
      companies under the laws of the State of Delaware that are related or incidental
      to the foregoing and necessary, convenient or advisable to accomplish the
      foregoing.

     

    (b)    Notwithstanding
      anything in this Agreement to the contrary, the Company, the Member, and each
      officer and Manager of the Company on behalf of the Company, has authority
      and
      is hereby authorized to enter into and perform the Basic Documents and all
      documents, agreements, certificates or financing statements contemplated thereby
      or related thereto, and to execute and file with the Commission, and cause
      to go
      effective, one or more registration statements, including the Registration
      Statement, all without any further act, vote or approval of any other
      Person.

     

    SECTION
      2.04  Term.
      The
      term of the Company shall continue until the Company is dissolved and wound-up
      in accordance with the LLC Act and this Agreement. The existence of the Company
      as a separate legal entity shall continue until the cancellation of the
      Certificate of Formation in accordance with the LLC Act.

     

    SECTION
      2.05  No
      State Law Partnership.
      The
      Member and the Special Members intend that the Company shall not be a
      partnership (including, without limitation, a general partnership or a limited
      partnership) or joint venture, and that neither the Member, any Special Member
      nor any Manager shall be a partner or joint venturer of the Member, any Special
      Member or any Manager with respect to the business of the Company for any
      purposes, and this Agreement shall not be construed to suggest
      otherwise.

     

    SECTION
      2.06  Authority
      of Member.
      Subject
      to Section 3.04, the Member, acting in such capacity, shall have the authority
      and power to act for and on behalf of the Company, to do any act that would
      be
      binding on the Company, and to incur any expenditures, debts, liabilities and
      obligations on behalf of the Company.

     

    SECTION
      2.07  Liability
      to Third Parties.
      Except
      as otherwise expressly provided by the LLC Act, neither the Member nor any
      Special Member nor any Manager shall be liable for the debts, obligations or
      liabilities of the Company (whether arising in contract, tort or otherwise),
      including, without limitation, any debts, obligations or liabilities of the
      Company arising under a judgment, decree or order of a court, solely by reason
      of such Person being the Member, or a Special Member or Manager of the
      Company.

     

    SECTION
      2.08  No
      Personal Liability of Any Member, Special Member, Manager,
      Etc.

     

    (a)    Except
      as
      otherwise expressly provided by the LLC Act, the debts, obligations and
      liabilities of the Company, whether arising in contract, tort or otherwise,
      shall be the debts, obligations and liabilities solely of the Company, and
      neither the Member nor any Special Member nor any Manager shall be obligated
      personally for any such debt, obligation or liability of the Company solely
      by
      reason of such Person being a Member, Special Member or Manager.

     

    (b)    To
      the
      fullest extent permitted by law, neither the Member nor any Special Member
      nor
      any officer, Manager, employee or agent of the Company, nor any employee,
      agent

     

    
      
         

      

      
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    or
      Affiliate of the Member, a Manager or a Special Member (collectively, the
“Covered Persons”) shall be liable to the Company or the Member, any Special
      Member or any Manager for any loss, damage or claim incurred by reason of any
      act or omission performed or omitted by such Covered Person in good faith on
      behalf of the Company and in a manner reasonably believed to be within the
      scope
      of the authority conferred on such Covered Person by this Agreement, except
      that
      a Covered Person shall be liable for any loss, damage or claim incurred by
      reason of such Covered Person’s gross negligence or willful misconduct, and
      except that a Manager shall be liable for (i) liabilities arising from the
      failure by such Manager to perform obligations expressly undertaken by it in
      this Agreement and (ii) taxes, fees or other charges, based on or measured
      by
      any fees, commissions or compensation received by such Manager in connection
      with the transactions described in this Agreement and the Basic
      Documents.

     

    SECTION
      2.09  Separateness.
      Except
      for financial reporting purposes (to the extent required by GAAP) and for
      federal income tax purposes and, to the extent consistent with applicable state
      tax law, state income and corporation business tax purposes, the Member and
      the
      Managers shall take all steps necessary to continue the identity of the Company
      as a separate legal entity and to make it apparent to third Persons that the
      Company is an entity with assets and liabilities distinct from those of the
      Member, Affiliates of the Member or any other Person, and that the Company
      is
      not a division of any of the Affiliates of the Company or any other Person.
      In
      that regard, and without limiting the foregoing in any manner:

     

    (a)    Except
      as
      provided in the Basic Documents, the funds and other assets of the Company
      shall
      not be commingled with those of any other Person, and the Company shall maintain
      its accounts separate from the Member and any other Person.

     

    (b)    The
      Company shall not hold itself out as being liable for the debts of any other
      Person, and shall conduct its own business in its own name.

     

    (c)    The
      Company shall not form, or cause to be formed, any subsidiaries.

     

    (d)    The
      Company shall act solely in its limited liability company name and through
      its
      duly authorized Member, Special Members, Managers, officers or agents in the
      conduct of its business, and shall conduct its business so as not to mislead
      others as to the identity of the entity or assets with which they are concerned
      and (except as provided in the Basic Documents) shall at all times maintain
      its
      assets in a manner that facilitates their identification and segregation from
      those of the Member or any of its Affiliates or any other Person.

     

    (e)    The
      Company shall practice and adhere to organizational formalities, such as
      maintaining separate records, books of account and financial statements, and
      shall not commingle its records and books of account with the records and books
      of account of the Member or any of its Affiliates or any other
      Person.

     

    (f)    The
      Managers shall act by written consent or hold appropriate meetings to authorize
      all of the Company’s limited liability company actions, which meetings may be
      held by telephone conference call or by electronic transmission. The Company
      shall observe all formalities required by this Agreement.

     

    
      
         

      

      
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    (g)    The
      Company shall at all times remain solvent and ensure that its capitalization
      is
      adequate in light of its business and purpose.

     

    (h)    Neither
      the Member nor any Special Member nor any Manager shall guarantee, become liable
      on or hold itself out as being liable for the debts of the Company. The Company
      shall not guarantee or become obligated for the debts of the Member, any Special
      Member, any Manager, any Affiliate of the foregoing or any other Person, or
      otherwise hold out its credit as being available to satisfy the obligations
      of
      the Member, any Special Member, any Manager or any other Person, shall not
      pledge its assets for the benefit of any Person other than the Trustee for
      the
      benefit of the Holders of the Transition Bonds, shall not make loans or advances
      to any Person, and shall not acquire obligations or securities of the Member,
      any Special Member, any Manager or any Affiliate of the foregoing.

     

    (i)    
The
      Company shall pay its own liabilities out of its own funds, including fees
      and
      expenses earned by FirstEnergy Service Company, as administrator, pursuant
      to
      the Administration Agreement and JCP&L, as servicer, pursuant to the
      Servicing Agreement.

     

    (j)    
The
      Company shall maintain an arm’s-length relationship with its
      Affiliates.

     

    (k)    The
      Company shall allocate fairly and reasonably, on market-based terms, any
      overhead for office space shared with the Member, any Special Member or any
      Manager.

     

    (l)    
The
      Company shall use its own separate stationery, invoices, checks and other
      business forms distinct from those of the Member or any of its Affiliates or
      any
      other Person.

     

    (m)   The
      Company shall hold itself out as a separate entity and correct any known
      misunderstanding regarding its separate identity.

     

    (n)    The
      Company shall not engage in any activity other than those activities expressly
      permitted under this Agreement and the Basic Documents to which it is a party,
      nor will the Company enter into any agreement other than those necessary to
      fulfill the purposes of the Company as described in Section 2.03 hereof and
      such
      other agreements that are permitted by the Basic Documents and are necessary
      or
      desirable for the Company to exercise its rights and perform its obligations
      under such Basic Documents and this Agreement.

     

    (o)    To
      the
      fullest extent permitted by law, the Company shall make all decisions with
      respect to its business and daily operations independently and in the Company’s
      best interest without obligation or reference to how such decision might affect
      any other Person, including the Member or any of its Affiliates; provided,
      that
      the officer making any particular decision may also be an employee, officer
      or
      director of the Member, any other member, or any of their respective
      Affiliates.

     

    (p)    The
      Company shall maintain office space separate from the office space of the
      Member, any other member and any of their respective Affiliates (but which
      may
      be located at the same address).

     

    
      
         

      

      
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    (q)    The
      Company shall allocate, on an arm’s-length basis, all shared corporate operating
      services, leases and expenses and otherwise maintain an arm’s-length
      relationship with the Member, any other members and any of their respective
      Affiliates.

     

    (r)    The
      Company, without the consent of the Independent Managers, shall not file or
      otherwise initiate or support the filing of a motion in any Bankruptcy or other
      insolvency proceeding involving the Member, any other member or any of their
      respective Affiliates to substantively consolidate the Member or any Affiliate
      of the Member with the Company.

     

    (s)    The
      Company shall not acquire obligations or securities of the Member, any other
      member or any of their respective Affiliates.

     

    Failure
      of the Company, the Member, any Special Member or any Manager on behalf of
      the
      Company to comply with any of the foregoing covenants or any of the covenants
      contained in this Agreement shall not affect the status of the Company as a
      separate legal entity or the limited liability of the Member, any Special Member
      or any Manager.

     

    SECTION
      2.10  Limited
      Liability and Bankruptcy Remoteness.
      Without
      limiting the generality of Section 2.09, the Company shall be operated in such
      a
      manner as the Managers deem reasonable and necessary or appropriate to
      preserve:

     

    (a)    the
      limited liability of JCP&L (or its successor) as the Member in the Company
      and the limited liability of the Special Members,

     

    (b)    the
      separateness of the Company from the business of JCP&L (or its successor),
      as the Member of the Company, or any other Affiliate thereof and 

     

    (c)    until
      the
      expiration of the one year and one day period of time as specified in Section
      9.05(a), the bankruptcy-remote status of the Company.

     

    ARTICLE
      III

    MANAGEMENT

     

    SECTION
      3.01  Management
      by Managers.
      Except
      as otherwise expressly set forth in this Agreement, the powers of the Company
      shall be exercised by or under the authority of, and the business and affairs
      of
      the Company shall be managed under the direction of, the Managers.

     

    SECTION
      3.02  Acts
      by Managers.

     

    (a)    The
      Managers shall be obliged to devote only as much of their time to the Company’s
      business as shall be reasonably required in light of the Company’s business and
      objectives. A Manager shall perform his or her duties as a Manager in good
      faith, in a manner he or she reasonably believes to be in the best interests
      of
      the Company, and with such care as an ordinarily prudent person in a like
      position would use under similar circumstances.

     

    (b)    Every
      Manager is an agent of the Company for the purpose of its business, and the
      act
      of every Manager, including the execution in the name of the Company of
      any

     

    
      
         

      

      
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    instrument
      for carrying on the business of the Company, binds the Company, unless such
      act
      is in contravention of this Agreement or unless the Manager so acting otherwise
      lacks the authority to act for the Company and the Person with whom he or she
      is
      dealing has knowledge of the fact that he or she has no such
      authority.

     

    (c)    The
      Managers shall have the right and authority to take all actions which the
      Managers deem necessary, useful or appropriate for the day-to-day management
      and
      conduct of the Company’s business.

     

    (d)    The
      Managers may exercise all powers of the Company and do all such lawful acts
      and
      things as are not required or directed by the LLC Act, other applicable law
      or
      this Agreement to be exercised or done by the Member. Except as provided in
      Section 2.03(b), all instruments, contracts, agreements and documents providing
      for the acquisition or disposition of property of the Company shall be valid
      and
      binding on the Company if executed by one or more of the Managers. Except as
      provided in Section 2.03(b), all instruments, contracts, agreements and
      documents of whatsoever type executed on behalf of the Company shall be executed
      in the name of the Company by one or more Managers.

     

    SECTION
      3.03  Number
      and Qualifications.
      The
      number of Managers of the Company shall be as determined by the Member from
      time
      to time but shall not be less than five, and no decrease in the number of
      Managers shall have the effect of shortening the term of any incumbent Manager.
      The Member hereby determines the initial number of Managers to be
      five.

     

    SECTION
      3.04  Independent
      Managers.

     

    (a)    The
      Company shall have at all times at least two individuals who are each
      Independent Managers. The Independent Managers may not delegate their duties,
      authorities or responsibilities hereunder. If any Independent Manager resigns,
      dies or becomes incapacitated, or such position is otherwise vacant, no action
      requiring the unanimous affirmative vote of the Managers shall be taken until
      a
      successor Independent Manager is appointed by the Member and such successor
      Independent Manager qualifies and approves such action.

     

    (b)    Notwithstanding
      any other provision of this Agreement and any provision of law that otherwise
      so
      empowers the Company, the Member, any Special Member, any Manager or any other
      Person, the Company shall not, and neither the Member nor any Special Member
      nor
      any Manager nor any other Person on behalf of the Company shall, without the
      prior unanimous consent of the Managers, including each of the Independent
      Managers, do any of the following: (i) engage in any business or activity other
      than those set forth in Article II; (ii) except as provided in the Basic
      Documents, incur any indebtedness, other than the Transition Bonds, obligations
      under agreements with third party credit enhancers and swap or hedge agreement
      counterparties relating to any Series of Transition Bonds and ordinary course
      expenses inurred in accordance with Article II, or assume or guarantee any
      indebtedness of any other entity; (iii) make a general assignment for the
      benefit of creditors; (iv) file a petition commencing a voluntary bankruptcy
      case; (v) file a petition or answer seeking reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief under
      any
      statute, law or regulation; (vi) file an answer or other pleading admitting
      or
      failing to contest the material allegations of a petition filed against the
      Company in any proceeding seeking

     

    
      
         

      

      
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    reorganization,
      arrangement, composition, readjustment, liquidation, dissolution or similar
      relief under any statute, law or regulation, or the entry of any order
      appointing a trustee, liquidator or receiver of the Company or of the Company’s
      assets or any substantial portion thereof; (vii) seek, consent to or acquiesce
      in the appointment of a trustee, receiver or liquidator of the Company or of
      all
      or any substantial part of the Company’s assets; (viii) consolidate, convert or
      merge with or into any other entity or convey or transfer substantially all
      of
      the Company’s properties and assets substantially as an entirety to any entity;
      or (ix) amend this Agreement or take any action in furtherance of any such
      action. With regard to any action contemplated by the preceding sentence, or
      with regard to any action taken or determination made at any time when the
      Company is insolvent, each Independent Manager will, to the fullest extent
      permitted by law, owe its primary fiduciary duty to the Company (including
      the
      creditors of the Company).

     

    SECTION
      3.05  Appointment
      and Vacancy.
      The
      Member will appoint each Manager, including any Manager to be appointed by
      reason of an increase in the number of Managers. The initial Managers hereby
      appointed by the Member are listed on Schedule C attached hereto.

     

    SECTION
      3.06  Term.
      Each
      Manager shall hold office until his or her successor shall be selected by the
      Member and qualified, or until his or her earlier death, resignation or removal
      as provided in this Agreement.

     

    SECTION
      3.07  Removal.
      Subject
      to Section 3.04(a) and Section 3.15, the Member may remove, with or without
      cause, any Manager.

     

    SECTION
      3.08  Resignation.
      Any
      Manager may resign at any time. Such resignation shall be made in writing and
      shall take effect at the time specified therein or, if no time is specified
      therein, at the time of its receipt by the remaining Managers; provided, that
      the
      resignation of an Independent Manager shall not be effective until a replacement
      Independent Manager has been appointed. The acceptance of a resignation shall
      not be necessary to make it effective, unless so expressly provided in the
      resignation.

     

    SECTION
      3.09  Place
      of Meetings of Managers.
      Any
      meetings of the Managers may be held either within or without the State of
      Delaware at such place or places as shall be determined from time to time by
      resolution of the Managers.

     

    SECTION
      3.10  Meetings
      of Managers.
      Meetings of the Managers may be held when called by any Manager or Managers.
      The
      Manager or Managers calling any meeting shall cause notice to be given of such
      meeting, including therein the time, date and place of such meeting, to each
      Manager at least two Business Days before such meeting. The business to be
      transacted at, or the purpose of, any meeting of the Managers shall be specified
      in the notice or waiver of notice of any such meeting. If fewer than all of
      the
      Managers are present in person, by telephone or by proxy, business transacted
      at
      any such meeting shall be confined to the business or purposes specifically
      stated in the notice or waiver of notice of such meeting.

     

    SECTION
      3.11  Quorum;
      Majority Vote.
      At all
      meetings of the Managers, the presence in person, by telephone or by proxy
      of a
      majority of the Managers shall be necessary and sufficient to constitute a
      quorum for the transaction of business unless a greater number is

     

    
      
         

      

      
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    required
      by this Agreement or by law. The act of a majority of the Managers present
      in
      person, by telephone or by proxy at a meeting at which a quorum is present
      in
      person, by telephone or by proxy shall be the act of the Managers, except as
      otherwise provided by law or this Agreement. If a quorum shall not be present
      in
      person, by telephone or by proxy at any meeting of the Managers, the Managers
      present in person, by telephone or by proxy at the meeting may adjourn the
      meeting from time to time, without notice other than announcement at the
      meeting, until a quorum shall be present in person, by telephone or by
      proxy.

     

    SECTION
      3.12  Methods
      of Voting; Proxies.
      A
      Manager may vote either in person, by telephone, electronic transmission or
      by
      proxy executed in writing by the Manager; provided,
      that
      the
      Person designated to act as proxy for an Independent Manager must be an
      Independent Manager.

     

    SECTION
      3.13  Actions
      Without a Meeting.
      Any
      action required or permitted to be taken at a meeting of the Managers may be
      taken without a meeting, without prior notice, and without a vote, if a consent
      in writing, setting forth the action so taken, is signed by the Managers having
      not fewer than the minimum number of votes that would be necessary to take
      the
      action at a meeting at which all Managers entitled to vote on the action were
      present and voted. Copies of any such consents shall be filed with the minutes
      and permanent records of the Company.

     

    SECTION
      3.14  Telephone
      and Similar Meetings.
      The
      Managers, or members of any committee thereof, may participate in and hold
      meetings by means of conference telephone or similar communications equipment
      by
      means of which all persons participating in the meeting can hear each other.
      Such participation in any such meeting shall constitute presence in person
      at
      such meeting, except where a Person participates in such meeting for the express
      purpose of objecting to the transaction of any business on the ground that
      such
      meeting is not lawfully called or convened.

     

    SECTION
      3.15  Managers.
      The
      Member and each Manager shall take all actions necessary from time to time
      to
      ensure that at all times the number of Managers shall not be less than five;
      provided,
      however,
      that
      pursuant to Section 3.04, the Company shall at all times have at least two
      Independent Managers.

     

    ARTICLE
      IV

    OFFICERS

     

    SECTION
      4.01  Designation;
      Term; Qualifications.
      The
      Managers may, from time to time, designate one or more Persons to be officers
      of
      the Company. Any officer so designated shall have such title and authority
      and
      perform such duties as the Managers may, from time to time, delegate to them.
      Each officer shall hold office for the term for which such officer is designated
      and until his or her successor shall be duly designated and shall qualify or
      until his or her death, resignation or removal as provided in this Agreement.
      Any Person may hold any number of offices. No officer need be a Manager, the
      Member, a Delaware resident, or a United States citizen. To the extent the
      Managers do not enumerate the powers and duties of an officer of the Company,
      such officers shall have the powers and duties of an officer with a comparable
      title of a corporation organized under the General Corporation Law of the State
      of

     

    
      
         

      

      
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    Delaware.
      The persons identified on Schedule D are hereby designated the initial officers
      of the Company.

     

    SECTION
      4.02  Removal
      and Resignation.
      Any
      officer of the Company may be removed as such, with or without cause, by the
      Managers at any time. Any officer of the Company may resign as such at any
      time
      upon written notice to the Company. Such resignation shall be made in writing
      and shall take effect at the time specified therein or, if no time is specified
      therein, at the time of its receipt by the Managers.

     

    SECTION
      4.03  Vacancies.
      Any
      vacancy occurring in any office of an officer of the Company shall be filled
      by
      the Managers.

     

    SECTION
      4.04  Compensation.
      The
      compensation, if any, of the officers of the Company shall be fixed from time
      to
      time by the Managers.

     

    ARTICLE
      V

    MEMBER

     

    SECTION
      5.01  Compensation
      of Member.
      The
      Company shall have authority to pay to the Member reasonable compensation for
      the Member’s services to the Company. It is understood that the compensation
      paid to the Member under the provisions of this Section 5.01 shall be determined
      without regard to the income of the Company, shall not be deemed to constitute
      distributions to the recipient of any profit, loss or capital of the Company
      and
      shall be considered as an operating expense of the Company.

     

    SECTION
      5.02  Actions
      of Member.
      All
      actions of the Member may be taken by written resolution of the Member which
      shall be signed on behalf of the Member by an authorized officer of the Member
      and filed with the minutes and permanent records of the Company.

     

    SECTION
      5.03  Control
      by Member.
      To the
      extent the Member takes any action with respect to the Company (including by
      means of its appointment of any individual Manager or its control or employment
      of any individual Manager in any other capacity), the Member, or any such
      Manager, as applicable, will act in good faith in accordance with the terms
      of
      this Agreement, and make decisions with respect to the business and daily
      operations of the Company independent of, and not dictated by, in the case
      of
      any such Manager, the Member, or in either case any Affiliate of the foregoing,
      and, to the fullest extent permitted by law, each Independent Manager shall
      bear
      a fiduciary duty to the Company (including its creditors) under the
      circumstances set forth in Section 3.04.

     

    SECTION
      5.04  Special
      Members.
      Upon
      the occurrence of any event that causes the Member to cease to be a member
      of
      the Company other than by a transfer by the Member of its limited liability
      company interest in the Company pursuant to Section 6.01 and the admission
      of a
      substitute Member pursuant to Section 6.01, each person acting as an Independent
      Manager pursuant to Section 3.04 shall, without any action of any Person and
      simultaneously with the Member ceasing to be a member of the Company,
      automatically be admitted to the Company as a special member (a “Special
      Member”) and shall continue the Company without dissolution. No Special Member
      may resign from the Company or transfer its rights as a Special

     

    
      
         

      

      
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    Member
      unless (a) a successor Special Member has been admitted to the Company as a
      Special Member by executing a counterpart to this Agreement and (b) such
      successor has also accepted its appointment as Independent Manager; provided,
      however,
      the
      Special Members shall automatically cease to be members of the Company upon
      the
      admission to the Company of a substitute Member appointed by the personal
      representative of the last Member that ceased to be a member of the Company.
      Each Special Member shall be a member of the Company that has no interest in
      the
      profits, losses and capital of the Company and has no right to receive any
      distributions of Company assets. Pursuant to Section 18-301 of the LLC Act,
      a
      Special Member shall not be required to make any capital contributions to the
      Company and shall not receive a limited liability company interest in the
      Company. A Special Member, in its capacity as Special Member, may not bind
      the
      Company. Except as required by any mandatory provision of the LLC Act, each
      Special Member, in its capacity as Special Member, shall have no right to vote
      on, approve or otherwise consent to any action by, or matter relating to, the
      Company, including, without limitation, the merger, consolidation or conversion
      of the Company. In order to implement the admission to the Company of each
      Special Member pursuant to this Section 5.04, each person acting as an
      Independent Manager pursuant to Section 3.04 shall execute a counterpart to
      this
      Agreement. Prior to its admission to the Company as Special Member, each person
      acting as an Independent Manager pursuant to Section 3.04 shall not be a member
      of the Company.

     

    ARTICLE
      VI

    COMMON
      INTEREST

     

    SECTION
      6.01  General.
      The
      Common Interest constitutes personal property and shall be freely transferable
      and assignable in whole but not in part upon registration of such transfer
      and
      assignment on the books of the Company in accordance with the procedures
      established for such purpose by the Managers of the Company. Immediately upon
      registration of the transfer and assignment of the Common Interest on the books
      of the Company and execution by the transferee/assignee of an instrument
      evidencing its agreement to be bound by this Agreement and without the need
      for
      any other action by any Person, the transferee/assignee shall be and become
      the
      sole Member of the Company and shall have the rights and powers, and be subject
      to the restrictions and liabilities, of the Member under this Agreement and
      the
      LLC Act, and the transferor/assignor shall cease to be the Member, each as
      of
      the date of such registration. Notwithstanding the foregoing, the Common
      Interest may not be transferred unless S&P shall have confirmed in writing
      to the Trustee and the Company that such transfer will not result in a reduction
      or withdrawal of the then current rating by any such Rating Agency of any
      outstanding Series or Class of Transition Bonds and ten days prior written
      notice of such transfer shall be provided to Moody’s and Fitch. The Common
      Interest of the Member in the Company shall be evidenced by a certificate in
      substantially the form set forth in Schedule B hereto. Such certificate shall
      be
      executed on behalf of the Company by any Manager or any duly appointed officer
      of the Company.

     

    SECTION
      6.02  Distributions.
      The
      Member shall be entitled to receive, out of the assets of the Company legally
      available therefor, when, as and if declared by the Managers, distributions
      payable in cash in such amounts, if any, as the Managers shall declare.
      Notwithstanding any provision to the contrary contained in this Agreement,
      the
      Company shall

     

    
      
         

      

      
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    not
      be
      required to make a distribution to the Member on account of its interest in
      the
      Company if such distribution would violate the LLC Act or any other applicable
      law or any Basic Document.

     

    SECTION
      6.03  Rights
      on Dissolution and Winding Up.

     

    (a)    In
      the
      event of any dissolution and winding up of the Company, the Member shall be
      entitled to all remaining assets of the Company available for distribution
      to
      the Member after satisfaction (whether by payment or reasonable provision for
      payment) of all liabilities, debts and obligations of the Company to creditors,
      as set forth in Section 18-804 of the LLC Act.

     

    (b)    Neither
      the sale of all or substantially all of the property or business of the Company,
      nor the merger, conversion or consolidation of the Company into or with another
      company or other entity, shall be deemed to be a dissolution, liquidation or
      winding up, voluntary or involuntary, for the purpose of this Section
      6.03.

     

    (c)    The
      commencement of a Bankruptcy, insolvency, receivership or other similar
      proceeding by or against the Company, any Special Member or the Member shall
      not, by itself, result in the dissolution of the Company or in the cessation
      of
      the interest of the Member in the Company. The resignation of the Member or
      any
      Special Member or the dissolution of the Member or any Special Member shall
      not,
      by itself, constitute a dissolution of the Company.

     

    (d)    Upon
      the
      occurrence of any event that causes the last remaining member of the Company
      to
      cease to be a member of the Company, to the fullest extent permitted by law,
      the
      personal representative of such member is hereby authorized to, and shall,
      within ninety days after the occurrence of the event that terminated the
      continued membership of such member in the Company, agree in writing (i) to
      continue the Company and (ii) to the admission of the personal representative
      or
      its nominee or designee, as the case may be, as a substitute member of the
      Company, effective as of the occurrence of the event that terminated the
      continued membership of the last remaining member of the Company in the
      Company.

     

    (e)    Notwithstanding
      any other provision of this Agreement, the Bankruptcy of the Member or any
      Special Member shall not cause the Member or Special Member, respectively,
      to
      cease to be a member of the Company, and, upon the occurrence of such an event,
      the business of the Company shall continue without dissolution.

     

    SECTION
      6.04  Redemption.
      The
      Common Interest shall not be redeemable.

     

    SECTION
      6.05  Voting
      Rights.
      The
      Member shall have the sole right to vote on all matters as to which members
      of a
      limited liability company shall be entitled to vote pursuant to the LLC Act
      and
      other applicable law.

     

    SECTION
      6.06  Class.
      The
      Company shall have one class of Common Interest.

     

    
      
         

      

      
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    ARTICLE
      VII

    ALLOCATIONS;
      DISTRIBUTIONS; EXPENSES;

    TAXES;
      BOOKS; REPORTS; AND BANK ACCOUNTS

     

    SECTION
      7.01  Allocations.
      All
      items of income, gain, loss, deduction and credit of the Company for each Fiscal
      Year shall be allocated to the Member. Any credit available for federal income
      tax purposes shall be allocated to the Member in the same manner.

     

    SECTION
      7.02  Expenses.
      Except
      as otherwise provided in this Agreement, and subject to the provisions of the
      Basic Documents, the Company shall be responsible for all of its own expenses
      and the allocation thereof including without limitation:

     

    (a)    all
      expenses incurred by the Member or its Affiliates in organizing the
      Company;

     

    (b)    all
      expenses related to the payment of the principal of and interest on the
      Transition Bonds issued by the Company;

     

    (c)    all
      expenses related to the business of the Company and all routine administrative
      expenses of the Company, including any amounts payable under the Administration
      Agreement and the Servicing Agreement, the maintenance of books and records
      of
      the Company, and the preparation and dispatch to the Member of checks, financial
      reports, tax returns and notices required pursuant to this
      Agreement;

     

    (d)    all
      expenses incurred in connection with any litigation or arbitration involving
      the
      Company (including the cost of any investigation and preparation) and the amount
      of any judgment or settlement paid in connection therewith;

     

    (e)    all
      expenses for indemnity or contribution payable by the Company to any
      Person;

     

    (f)    all
      expenses incurred in connection with the collection of amounts due to the
      Company from any Person;

     

    (g)    all
      expenses incurred in connection with the preparation of amendments to this
      Agreement;

     

    (h)    all
      expenses incurred in connection with the liquidation, dissolution and winding
      up
      of the Company; and

     

    (i)    
all
      expenses otherwise allocated in good faith to the Company by the
      Managers.

     

    SECTION
      7.03  Annual
      Tax Information.
      The
      Managers shall cause the Company to deliver to the Member all information
      necessary for the preparation of the Member’s federal or state income tax
      return.

     

    
      
         

      

      
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    SECTION
      7.04  Tax
      Matters.
      (a) The
      Member shall communicate and negotiate with the Internal Revenue Service on
      any
      tax matter on behalf of the Member and the Company.

     

    (b)    The
      Member acknowledges that at all times that two or more persons or entities
      hold
      equity interests in the Company for federal income tax purposes (i) it is the
      intention of the Company to be treated as a “partnership” for federal and all
      relevant state tax purposes, and (ii) the Company will be treated as a
“partnership” for federal and all relevant state tax purposes and shall make all
      available elections to be so treated. Until such time, however, it is the
      intention of the Member that the Company be disregarded for federal and all
      relevant state tax purposes and that the activities of the Company be deemed
      to
      be activities of the Member for such purposes. All provisions of the Company’s
      certificate of formation and this Agreement are to be construed so as to
      preserve that tax status under those circumstances.

     

    (c)    In
      accordance with the provisions of Treasury Regulations section 301.7701-3,
      the
      Company will not elect to be treated as a corporation for Federal income tax
      purposes, and therefore will be treated as either a disregarded entity or a
      division of the Member. Any other election under any provision of any tax law
      shall be made only by the Managers or by a person authorized to do so by the
      Managers.

     

    SECTION
      7.05  Maintenance
      of Books.
      The
      Company shall keep books and records of accounts and shall keep minutes of
      the
      proceedings of the Member and the Managers. The Fiscal Year shall be the
      accounting year of the Company.

     

    SECTION
      7.06  Reports.
      Within
      sixty days following the end of each Fiscal Year during the term of the Company,
      the Managers shall cause to be furnished to the Member a balance sheet, an
      income statement and a statement of changes in the Member’s capital account for,
      or as of the end of, that Fiscal Year. Such financial statements shall be
      prepared in accordance with the accounting method selected by the Managers
      consistently applied (except as therein noted), and shall be accompanied by
      an
      audit report from a nationally recognized accounting firm. The Managers also
      may
      cause to be prepared or delivered such other reports as they may deem
      appropriate. The Company shall bear the costs of all such financial statements
      and reports.

     

    SECTION
      7.07  Bank
      and Investment Accounts.
      The
      Managers shall establish and maintain one or more separate bank and investment
      accounts and arrangements for Company funds in the Company name with such
      financial institutions and firms as the Managers determine.

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    SECTION
      8.01  Mandatory
      Indemnification of the Member, the Special Members and the
      Managers.
      Any
      Person who was or is a party or is threatened to be made a party to, or is
      involved in, any threatened, pending or completed suit in equity, action at
      law
      or other judicial or administrative proceeding (hereafter a “Proceeding”), or
      any appeal in such a Proceeding or any inquiry or investigation that could
      lead
      to such a Proceeding, by reason of the

     

    
      
         

      

      
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    fact
      that
      such Person is or was the Member, a Special Member or a Manager, or by reason
      of
      the fact that the Member, such Special Member or such Manager is or was serving
      at the request of the Company as a member, director, manager, officer, partner,
      venturer, proprietor, trustee, employee, agent or similar functionary of another
      foreign or domestic corporation, limited liability company, partnership, joint
      venture, trust, sole proprietorship, employee benefit plan or other enterprise,
      shall be indemnified by the Company to the fullest extent permitted by
      applicable law, as the same exists or may hereafter be amended (but, in the
      case
      of any such amendment, only to the extent that such amendment permits the
      Company to provide greater or broader indemnification rights than such law
      permitted the Company to provide prior to such amendment) against judgments,
      penalties (including, without limitation, excise and similar taxes and punitive
      damages), fines, settlements and reasonable expenses (including, without
      limitation, reasonable attorneys’ fees) actually incurred by such Person in
      connection with such Proceeding; provided,
      that such
      judgments, penalties, settlements, fines or other expenses are not directly
      caused by the gross negligence or willful misconduct of such Person except
      that
      such Person shall be liable for (i) liabilities arising from the failure by
      such
      Person to perform obligations expressly undertaken by it in this Agreement
      and
      (ii) taxes, fees or other charges, based on or measured by any fees, commissions
      or compensation received by such Person in connection with the transactions
      described in this Agreement and the Basic Documents. It is expressly
      acknowledged that the indemnification provided in this Article VIII could
      involve indemnification for negligence or under theories of strict liability.
      Notwithstanding anything herein to the contrary, including the provisions of
      Section 8.02, for so long as any Transition Bonds are outstanding, no payment
      from funds of the Company (as distinct from funds from other sources, such
      as
      insurance) of any indemnity of the Member, any Special Member or any Manager
      under this Article VIII shall be payable except out of funds available for
      payment of Company expenses as provided in the Indenture.

     

    SECTION
      8.02  Mandatory
      Advancement of Expenses.
      Expenses incurred by a Person of the type entitled to be indemnified under
      Section 8.01 in defending any Proceeding shall be paid or reimbursed by the
      Company in advance of the final disposition of the Proceeding, without any
      determination as to such Person’s ultimate entitlement to indemnification under
      Section 8.01, upon receipt of a written affirmation by such Person of such
      Person’s good faith belief that such Person has met the standard of conduct
      necessary for indemnification under this Agreement and a written undertaking
      by
      or on behalf of such Person to repay all amounts so advanced if it shall
      ultimately be determined that such Person is not entitled to be indemnified
      by
      the Company as authorized in Section 8.01 or otherwise. The written undertaking
      shall be an unlimited general obligation of the Person but need not be secured
      and shall be accepted without reference to financial ability to make
      repayment.

     

    SECTION
      8.03  Indemnification
      of Officers, Employees and Agents.
      The
      Company shall indemnify and pay and advance expenses to an officer, employee
      or
      agent of the Company to the same extent and subject to the same conditions
      under
      which it may indemnify and pay and advance expenses to the Member, any Special
      Member or any Manager under this Article VIII; and the Company shall indemnify
      and pay and advance expenses to any Person who is or was an officer, employee
      or
      agent of the Company and who is or was serving at the request of the Company
      as
      a member, manager, director, officer, partner, venturer, proprietor, trustee,
      employee, agent or similar functionary of another foreign or domestic limited
      liability company, corporation, partnership, joint venture, sole proprietorship,
      trust, employee benefit plan or other

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    enterprise
      against any liability asserted against such Person and incurred by such Person
      in such a capacity or arising out of such Person’s status as such to the same
      extent and subject to the same conditions that the Company may indemnify and
      pay
      and advance expenses to the Member, any Special Member or any Manager under
      this
      Article VIII.

     

    SECTION
      8.04  Nonexclusivity
      of Rights.
      Subject
      to Section 8.01, the indemnification and advancement and payment of expenses
      provided by this Article VIII:

     

    (a)    shall
      not
      be deemed exclusive of any other rights to which the Member, a Special Member,
      a
      Manager or other Person seeking indemnification may be entitled under any
      statute, agreement, decision of the Member or disinterested Managers, or
      otherwise both as to action in such Person’s official capacity and as to action
      in another capacity while holding such office;

     

    (b)    shall
      continue as to any Person who has ceased to serve in the capacity which
      initially entitled such Person to indemnity and advancement and payment of
      expenses;

     

    (c)    shall
      inure to the benefit of the heirs, executors, administrators, successors and
      assigns of the Member, such Special Member, such Manager or such other
      Person;

     

    (d)    shall
      not
      exclude any other rights to which a Person seeking indemnification or
      advancement of expenses may be entitled under any agreement, decision of the
      Member, disinterested Managers or otherwise, for either an action of the Member,
      any Special Member or any Manager, officer, employee or agent in the official
      capacity of such Person or an action in another capacity while holding such
      position, except that indemnification, unless ordered by a court, may not be
      made to or on behalf of the Member, any Special Member or any Manager if a
      final
      adjudication established that such Person’s acts or omissions involved gross
      negligence or willful misconduct; and

     

    (e)    shall
      continue for a Person who has ceased to be the Member, a Special Member or
      a
      Manager, officer, employee or agent and inures to the benefit of the heirs,
      executors, administrators, successors and assigns of such a Person.

     

    SECTION
      8.05  Contract
      Rights.
      The
      rights granted pursuant to this Article VIII shall be deemed to be contract
      rights, and no amendment, modification or repeal of this Article VIII shall
      have
      the effect of limiting or denying any such rights with respect to actions taken
      or Proceedings arising prior to any such amendment, modification or
      repeal.

     

    SECTION
      8.06  Insurance.
      The
      Company may purchase and maintain insurance or other arrangement or both, at
      its
      expense, on behalf of itself or any Person who is or was serving as the Member,
      a Special Member or a Manager, officer, employee or agent of the Company or
      as
      an officer, employee or agent of the Member, or is or was serving at the request
      of the Company as a member, manager, director, officer, partner, venturer,
      proprietor, trustee, employee, agent or similar functionary of another foreign
      or domestic limited liability company, partnership, corporation, joint venture,
      sole proprietorship, trust, employee benefit plan or other enterprise, against
      any liability, expense or loss, whether or not the Company would have the power
      to indemnify such Person against such liability under the provisions of this
      Article VIII.

     

    
      
         

      

      
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    SECTION
      8.07  Savings
      Clause.
      If this
      Article VIII or any portion of this Agreement shall be invalidated on any ground
      by any court of competent jurisdiction, then the Company shall nevertheless
      indemnify and hold harmless the Member, each Special Member, each Manager or
      any
      other Person indemnified pursuant to this Article VIII as to costs, charges
      and
      expenses (including, without limitation, attorneys’ fees), judgments, fines and
      amounts paid in settlement with respect to any action, suit or proceeding,
      whether civil, criminal, administrative or investigative, to the fullest extent
      permitted by any applicable portion of this Article VIII that shall not have
      been invalidated and to the fullest extent permitted by applicable
      law.

     

    SECTION
      8.08  Other
      Ventures.
      It is
      expressly agreed that the Member, any Special Member, any Manager and any
      Affiliates, officers, directors, managers, stockholders, partners or employees
      of the Member, any Special Member or any Manager, may engage in other business
      ventures of every nature and description, whether or not in competition with
      the
      Company, independently or with others, and the Company shall not have any rights
      in and to any independent venture or activity or the income or profits derived
      therefrom.

     

    SECTION
      8.09  Survival.
      The
      foregoing provisions of this Article VIII shall survive any termination of
      the
      Company or this Agreement. 

     

    ARTICLE
      IX

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      9.01  Offset.
      Whenever the Company is to pay any sum to the Member, any amounts the Member
      owes the Company may be deducted from such sum before payment.

     

    SECTION
      9.02  Notices.
      Except
      as expressly set forth to the contrary in this Agreement, all notices, requests
      or consents provided for or permitted to be given under this Agreement shall
      be
      in writing and shall be given either by depositing such writing in the United
      States mail, addressed to the recipient, postage paid, and registered or
      certified with return receipt requested or by delivering such writing to the
      recipient in person, by reputable overnight courier, or by facsimile or
      electronic transmission; and a notice, request or consent given under this
      Agreement shall be effective on receipt by the Person to whom sent. All notices,
      requests and consents to be sent to the Member shall be sent to or made to
      Jersey Central Power & Light Company, 76 South Main Street, Akron, Ohio
      44308, Attention: Treasurer or such other address as the Member may specify
      by
      notice to the Company and the Managers. Any notice, request or consent to the
      Company or the Managers must be given to the Managers at the following address:
      JCP&L Transition Funding II LLC, 103 Faulk Road, Suite 202, Wilmington,
      Delaware 19803, with a copy to JCP&L Transition Funding II LLC, c/o
      FirstEnergy Service Company, 76 South Main Street, Akron, Ohio 44308, Attention:
      Managers. Whenever any notice is required to be given by law or this Agreement,
      a written waiver thereof, signed by the Person entitled to notice, whether
      before or after the time stated therein, shall be deemed equivalent to the
      giving of such notice.

     

    SECTION
      9.03  Effect
      of Waiver or Consent.
      A
      waiver or consent, express or implied, to or of any breach or default by any
      Person in the performance by such Person of its

     

    
      
         

      

      
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    obligations
      with respect to the Company shall not be a consent or waiver to or of any other
      breach or default in the performance by such Person of the same or any other
      obligations of such Person with respect to the Company.

     

    SECTION
      9.04  Governing
      Law; Severability.
      This
      Agreement shall be governed by and shall be construed in accordance with the
      law
      of the State of Delaware, excluding any conflict-of-laws rule or principle
      that
      might refer the governance or the construction of this Agreement to the law
      of
      another jurisdiction. If there is a direct conflict between the provisions
      of
      this Agreement and any mandatory and non-modifiable provision of the LLC Act,
      then the applicable provision of the LLC Act shall control. If any provision
      of
      this Agreement or the application thereof to any Person or circumstance is
      held
      invalid or unenforceable to any extent, the remainder of this Agreement and
      the
      application of that provision to other Persons or circumstances shall not be
      affected thereby and such provision shall be enforced to the fullest extent
      permitted by law.

     

    SECTION
      9.05  No
      Bankruptcy Petition; No Dissolution.

     

    (a)    Each
      Member, each Special Member and each Manager hereby covenants and agrees (or
      shall be deemed to have hereby covenanted and agreed) that it shall not, prior
      to the date which is one year and one day after the termination of the Indenture
      and the payment in full of all Series of the Transition Bonds and any other
      amounts owed under the Indenture, including, without limitation, any amounts
      owed to third-party credit enhancers, consent to, or make application for,
      or
      institute or maintain any action for, the Company to invoke the process of
      any
      court or government authority for the purpose of commencing or sustaining a
      case
      against the Company under any federal or State bankruptcy, insolvency or similar
      law or appointing a receiver, liquidator, assignee, trustee, custodian,
      sequestrator or other similar official of the Company or of all or any
      substantial part of the property of the Company, or to the fullest extent
      permitted by law ordering the winding up or liquidation of the affairs of the
      Company; provided,
      however,
      that
      nothing in this Section 9.05 shall constitute a waiver of any right to
      indemnification, reimbursement or other payment from the Company pursuant to
      this Agreement.

     

    (b)    To
      the
      fullest extent permitted by law, each Member, each Special Member and each
      Manager hereby covenants and agrees (or shall be deemed to have hereby
      covenanted and agreed) that, until the termination of the Indenture and the
      payment in full of all Series of the Transition Bonds and any other amounts
      owed
      under the Indenture, including, without limitation, any amounts owed to
      third-party credit enhancers, the Member, such Special Member and such Manager
      will not consent to, or make application for, or institute or maintain any
      action for, the dissolution of the Company under Section 18-801 or 18-802 of
      the
      LLC Act or otherwise.

     

    (c)    In
      the
      event that the Member, any Special Member or any Manager takes action in
      violation of this Section 9.05, the Company agrees that it will file an answer
      with the court or otherwise properly contest the taking of such action and
      raise
      the defense that the Member, the Special Member or the Manager, as the case
      may
      be, has agreed in writing not to take such action and should be estopped and
      precluded therefrom and such other defenses, if any, as its counsel advises
      that
      it may assert.

     

    
      
         

      

      
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    (d)    The
      provisions of this Section 9.05 shall survive the termination of this Agreement
      and the resignation, withdrawal or removal of the Member, any Special Member
      or
      any Manager. Nothing herein contained shall preclude participation by the
      Member, any Special Member or a Manager in assertion or defense of its claims
      in
      any such proceeding involving the Company.

     

    SECTION
      9.06  Amendment.
      This
      Agreement may not be amended, except in writing by the Member, upon prior
      approval of the Trustee and with prior notice to the Rating Agencies and
      notification from each of Moody’s, Fitch and S&P, or their respective
      successors, to the Company, that such amendment will not result in a reduction
      or withdrawal of the then current rating by such Rating Agency of any
      outstanding Series or Class of Transition Bonds (except that with regard to
      Moody’s and Fitch, it will be sufficient to provide ten days’ prior written
      notice of the amendment).

     

    SECTION
      9.07  Headings
      and Sections.
      The
      headings in this Agreement are inserted for convenience only and are in no
      way
      intended to describe, interpret, define or limit the scope, extent or intent
      of
      this Agreement or any provision hereof.

     

    SECTION
      9.08  Binding
      Agreement.
      Notwithstanding any other provision of this Agreement, the Member agrees that
      this Agreement constitutes a legal, valid and binding agreement of the Member,
      and is enforceable against the Member by the Independent Managers, in accordance
      with its terms. In addition, the Independent Managers shall be intended
      beneficiaries of this Agreement.

     

    SECTION
      9.09  Dissolution.
      The
      Company shall be dissolved, and its affairs shall be wound up, upon the first
      to
      occur of the following: (i) the termination of the legal existence of the last
      remaining member of the Company or the occurrence of any other event which
      terminates the continued membership of the last remaining member of the Company
      in the Company unless the Company is continued without dissolution in a manner
      permitted by this Agreement or by the LLC Act; or (ii) the entry of a decree
      of
      judicial dissolution under Section 18-802 of the LLC Act.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement is hereby executed by the undersigned as of
      __________, 2006.

     

    
      
        	 	
                MEMBER:

                 

              
	 	
                JERSEY
                  CENTRAL POWER & LIGHT COMPANY

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                Agreed
                  and Consented to by the Independent Managers:

                 

              
	 	 	 
	 	 	
                Name:

              
	 	 	 
	 	 	
                Name:

              


      

    

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

     

    SCHEDULE
      OF CAPITAL CONTRIBUTIONS OF MEMBER

     

    COMMON
      INTEREST

     

    
      	
              MEMBER’S
                NAME

               

            	
              CAPITAL

              CONTRIBUTION

               

            	
              COMMON

                INTEREST
PERCENTAGE

               

            	
              CAPITAL
ACCOUNT

               

            
	
              Jersey
                Central Power & Light Company

            	
              $[__________]*

            	
              100%

            	
              $[__________]

            


    

    


    _________

    *
      0.50%
      of original principal amount of the Transition Bonds.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    SCHEDULE
      B

     

    CERTIFICATE
      OF COMMON INTEREST

    of

    JCP&L
      TRANSITION FUNDING II LLC

    A
      limited liability company

    formed
      under the Laws of the State of Delaware

     

     

    This
      Certificate is issued and shall be held subject to the provisions of the Amended
      and Restated Limited Liability Company Agreement of JCP&L TRANSITION FUNDING
      II LLC, a limited liability company formed under the laws of the State of
      Delaware (the “Company”), dated as of __________, 2006, as amended from time to
      time (the “Agreement”).

     

    The
      undersigned certifies that JERSEY CENTRAL POWER & LIGHT COMPANY is the
      registered holder of the entire Common Interest (as defined in the Agreement)
      of
      the Company, which Common Interest shall be transferable only on the books
      of
      the Company by the holder hereof in person or by a duly authorized attorney
      upon
      surrender of this Certificate with a proper endorsement.

     

    IN
      WITNESS WHEREOF, the Company has caused this Certificate to be signed by one
      of
      its duly authorized officers this __ day of _____, 2006.

     

    
      
        	 	
                JCP&L
                  TRANSITION FUNDING II LLC

                 

              
	 	
                Name:

              
	 	
                Title:

              


      

    

     

    JCP&L
      TRANSITION FUNDING II LLC

     

    For
      Value
      Received the undersigned hereby sells, assigns and transfers unto
      ____________________________________ the
      entire Common Interest of the Company represented by the within Certificate
      and
      does hereby irrevocably constitute and appoint
      ________________________________________ Attorney
      to transfer said Common Interest on the books of the Company with full power
      of
      substitution in the premises.

     

    
      
        	
                Dated:
                  __________, 2006

              	 JERSEY
                CENTRAL POWER & LIGHT COMPANY
	 	By:	
                  

              
	 	 	
                Name:

              
	 	 	
                Title:
                  

              


      

    

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    
SCHEDULE
      C


    MANAGERS

     

    Names

    


    
      	
              1.

            	
              Anthony
                J. Alexander

            


    

     

    
      	
              2.

            	
              Richard
                H. Marsh 

            


    

     

    
      	
              3.

            	
              Richard
                R. Grigg

            


    

     

    
      	
              4.

            	
              [__________]
                (Independent Manager)

            


    

     

    
      	
              5.

            	
              [__________]
                (Independent Manager)

            


    

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

    


    SCHEDULE
      D

     

    OFFICERS

     

    
      
        	
                Names

              	 	
                Office

              
	
                 

                Stephen
                  E. Morgan

                 

              	 	
                 

                President

                 

              
	
                Richard
                  H. Marsh

                 

              	 	
                Senior
                  Vice President and Chief Financial Officer

                 

              
	
                Leila
                  L. Vespoli

                 

              	 	
                Senior
                  Vice President and General Counsel

                 

              
	
                Harvey
                  L. Wagner

                 

              	 	
                Vice
                  President and Controller

                 

              
	
                David
                  W. Whitehead

                 

              	 	
                Corporate
                  Secretary

                 

              
	
                James
                  F. Pearson

                 

              	 	
                Treasurer

                 

              
	
                Paulette
                  R. Chatman

                 

              	 	
                Assistant
                  Controller

                 

              
	
                Jeffrey
                  R. Kalata

                 

              	 	
                Assistant
                  Controller

                 

              
	
                Randy
                  Scilla

                 

              	 	
                Assistant
                  Treasurer

                 

              
	
                Lisa
                  S. Wilson

                 

              	 	
                Assistant
                  Controller

                 

              
	
                Jacqueline
                  S. Cooper

                 

              	 	
                Assistant
                  Corporate Secretary

                 

              
	
                Edward
                  J. Udovich

                 

              	 	
                Assistant
                  Corporate Secretary

                 

              


      

    

     

    
      
         

      

      
        D-1