AMENDED
AND RESTATED





BYLAWS





OF





PENNSYLVANIA
ELECTRIC COMPANY





December
14, 2007





MEETINGS
OF SHAREHOLDERS





Section
1.   Annual
Meetings.





The annual meeting
of shareholders shall be held on such date and at such time as the Board of
Directors may determine each year.  Such meetings may be held within
or without the Commonwealth of Pennsylvania at such time and place as the
Directors may determine.  The Directors may determine that the meeting
shall not be held at any physical place, but instead may be held solely by means
of communications equipment as authorized by Section 9 below.





Section
2.   Special
Meetings.





Special meetings of
the shareholders may be called at any time by (i) the Chairman of the Board,
(ii) the President, (iii) the Directors, by action at a meeting or a majority of
the Directors acting without a meeting, or (iv) the holders of 20% or more of
the outstanding shares entitled to vote thereat.  Such meetings may be
held within or without the Commonwealth of Pennsylvania at such time and place
as may be specified in the notice thereof.





Section
3.   Notice
of Meetings.





Written notice
stating the time, place, if any, and purposes of a meeting of the shareholders,
and the means, if any, by which shareholders can be present and vote at the
meeting through the use of communications equipment shall be given by personal
delivery, or by mail, facsimile transmission, overnight delivery service, or any
other means of communication authorized by the shareholder to whom the notice is
given, not less than five days before the date of the meeting, unless the
meeting will consider a fundamental change as described in The Pennsylvania
Consolidated Statutes at Chapter 19 in which case not less than ten days notice
is required.  Such notice may be given by or at the direction of the
Chairman of the Board, the President or the Corporate
Secretary.  Notices sent by mail shall be sent postage prepaid and
shall be addressed to each shareholder at his address as it appears upon the
records of the Corporation.  Notice by mail shall be deemed to be
given at the time when the notice is deposited in the mail, notice by personal
delivery or by overnight delivery service shall be deemed to be given when
deposited, and notice by facsimile, or other electronic communications shall be
deemed to be given at the time when confirmation of successful transmission is
received.  Any shareholder may waive in writing notice of any meeting,
either before or after the holding of such meeting, and by attending any meeting
without protesting the lack of proper notice, shall be deemed to have waived
notice thereof.








Section
4.   Business
Transacted at Meetings.





Business transacted
at any meeting of shareholders shall be for the purposes stated in the
notice.





Section
5.   Quorum
and Adjournments.





The holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation.  If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented.  At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.





Section
6.   Required
Vote; Judges.





(a)           
When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Articles of Incorporation a different vote is required in which case such
express provision shall govern and control the decision of such
question.





(b)           
Judges of election may be appointed to act at any meeting of shareholders in
accordance with Pennsylvania law.





Section
7.   Voting
Power of Shareholders.





Every shareholder of
record of the Corporation shall be entitled at each meeting of shareholders to
one vote for each share of stock held by such shareholder according to the books
of the Corporation as of the date of such vote or, if a record date is set by
the Board of Directors, as of such record date.





Section
8.   Voting
by Proxy.





At any meeting of
the shareholders, any shareholder may be represented and vote by a proxy or
proxies appointed by an instrument in writing or by any other form of verifiable
communication, including any form of electronic or other communications, to the
full extent legally permitted (now or hereafter).  In the event that
any such instrument shall designate two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one shall be
present, then that one shall have and may exercise all of the powers conferred
by such instrument upon all of the persons so designated unless the instrument
shall otherwise provide.  No such proxy shall be valid after the
expiration of three (3) years from the date of its execution, unless coupled
with an interest, or unless the person executing it specifies therein the length
of time for which it is to continue in force.  Subject to the above,
any proxy duly executed is not revoked and continues in full force and effect
until an instrument or verifiable communication revoking it or a duly executed
proxy bearing a later date is filed with the Corporate Secretary of the
Corporation.


2


Section
9.   Participation
by Shareholders Through Communications Equipment.





If authorized by the
Directors, the shareholders and proxyholders who are not physically present at a
meeting of shareholders may attend a meeting of shareholders by use of
communications equipment that enables the shareholder or proxyholder an
opportunity to participate in the meeting and to vote on matters submitted to
the shareholders, including an opportunity to read or hear the proceedings of
the meeting and to speak or otherwise participate in the proceedings
contemporaneously with those physically present.





Section
10.   Action
by Shareholders Without a Meeting.





Any action which may
be taken by the vote of the shareholders at a meeting may be taken without a
meeting if authorized by a writing or writings signed by all of the holders of
shares who would be entitled to notice of a meeting for such
purpose.  Such written consent shall be filed with or entered upon the
records of the Corporation.








DIRECTORS





Section
11.   Authority
of Directors.





The business of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute, the Articles of Incorporation, or these Bylaws directed or required
to be exercised or done by the shareholders.





Section
12.   Number;
Qualifications.





The number of
Directors shall be not less than three (3) and not more than ten (10) (plus any
Directors separately elected by the holders of any class of stock other than the
Common Stock as provided in the Articles of Incorporation as amended from time
to time).  The number of Directors may be determined (a) by the
vote of the holders of a majority of the shares entitled to vote thereon at any
annual meeting or special meeting called for the purpose of electing Directors
or (b) by action of the Board of Directors at a meeting by the vote of a
majority of the Directors in office at the time or in a writing signed by all
the Directors in office at the time.  When so fixed, such number shall
continue to be the authorized number of Directors until changed by the
shareholders or Directors in the manner described above.  Any increase
in the number of Directors shall be deemed to create a vacancy or vacancies
which may be filled as provided in Section 15.  A reduction in the
number of Directors shall not be applied to remove any Director from office
prior to the expiration of his term.  Directors need not be
shareholders of the Corporation.





3


Section
13.   Election
of Directors.





At each meeting of
the shareholders for the election of Directors, the persons receiving the
greatest number of votes shall be the Directors.  Such elections shall
be by ballot whenever requested by any person entitled to vote at such meeting;
but unless so requested, such election may be conducted in any way approved at
such meeting.





Section
14.   Term of
Office; Removal; Resignations.





(a)           
Directors shall hold office until the annual meeting of the shareholders next
following their election and until their respective successors are elected, or
until their earlier resignation, death or removal from office.





(b)           
Any Director or the entire Board of Directors may be removed upon the
affirmative vote of the holders of a majority of the voting power of the
Corporation.





(c)           
Any Director may resign at any time by giving written notice of his resignation
to the President or Corporate Secretary. Any resignation will be effective upon
actual receipt by such person or, if later, as of the date and time specified in
such written notice.





Section
15.   Vacancies.





Vacancies, including
those caused by an increase in the number of Directors, may be filled by a
majority of the remaining Directors though less than a quorum.  When
one or more Directors shall give notice of his or their resignation to the
Board, effective at a future date, the Board shall have the power to fill such
vacancy or vacancies to take effect when such resignation or resignations shall
become effective, each Director so appointed to hold office during the remainder
of the term of office of the resigning Director or
Directors.  Whenever any vacancy shall occur among the Directors, the
remaining Directors shall constitute the Directors of the Corporation until such
vacancy is filled or until the number of Directors is changed as in Section 12
hereof.








MEETINGS
OF THE BOARD OF DIRECTORS





Section
16.   Organizational
Meeting.





Immediately after
each annual meeting of the shareholders at which Directors are elected, or each
special meeting held in lieu thereof, the newly elected Directors, if a quorum
thereof is present, shall hold an organizational meeting at the same place or at
such other time and place as may be fixed by the shareholders at such meeting,
for the purpose of electing officers and transacting any other
business.  Notice of such meeting need not be given.  If for
any reason such organizational meeting is not held at such time, a special
meeting of the Directors for such purpose shall be held as soon thereafter as
practicable.





4


Section
17.   Special
Meetings.





Special meetings of
the Directors may be held at any time within or without the Commonwealth of
Pennsylvania upon call by the Chairman of the Board, the President, or the
Corporate Secretary upon the written request of two Directors.





Notice of the place,
if any, and time of each meeting of the Directors shall be given to each
Director either by personal delivery or by mail, facsimile transmission,
overnight delivery service, or any other means of communication authorized by
the Director, at least two days before the meeting. The notice need not specify
the purposes of the meeting.  Notices sent by mail shall be sent
postage prepaid and shall be addressed to each Director at his address as it
appears upon the records of the Corporation.  Notice by mail shall be
deemed to be given at the time when the notice is deposited in the mail, notice
by personal delivery or by overnight delivery service shall be deemed to be
given when received, and notice by facsimile, or other electronic communications
shall be deemed to be given at the time when confirmation of successful
transmission is received.  Such notice may be waived in writing by
Directors either before or after the meeting, and such written waivers shall be
filed with or entered upon the records of the meeting.  The attendance
of any Director at any such meeting without protesting the lack of proper
notice, prior to or at the commencement of the meeting, shall be deemed to be a
waiver by the Director of notice of the meeting.  Unless otherwise
limited in the notice thereof, any business may be transacted at any
organizational, regular or special meeting.





Section
18.   Quorum
and Adjournments; Participation by Communications Equipment.





(a)           
A majority of the Directors, at a meeting duly called and held, shall be
necessary to constitute a quorum for the transaction of business and the act of
a majority of the Directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. Any action
required or permitted to be taken at a meeting of the Directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Directors entitled to vote with respect to the
subject matter thereof. Any meeting duly called, whether or not a quorum is
present, may, by vote of a majority of the Directors present, be adjourned from
time to time and place to place within or without the Commonwealth of
Pennsylvania, in which case no further notice of the adjourned meeting need be
given.





(b)           
Meetings of the Board of Directors or of any committee of the Board of Directors
may be held through any means of communications equipment if all persons
participating can hear each other, and such participation will constitute
presence in person at such meeting.





Section
19.   Committees.





The Board of
Directors may, by resolution passed by a majority of the Directors, designate
one or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.  Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.  The
committees shall keep regular minutes of their proceedings and report the same
to the Board when required.


5


Section
20.   Compensation.





The Directors may be
paid their expenses, if any, for attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors.  The sums may be different for different
Directors, and the sum shall be established by resolution of the Board of
Directors and may be changed from time to time by resolution.  No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.  Members of special or
standing committees may be allowed like compensation for attending committee
meetings.





Section
21.   Action
by Directors Without a Meeting.





Any action required or permitted to be taken at
a meeting of the Board of Directors or any committee of the Board of Directors
may be taken without a meeting if, prior or subsequent to such action, all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing and such written consents are filed with the
Corporate Secretary of the Corporation.








EXECUTIVE
COMMITTEE





Section
22.   Executive
Committee.





The Board of
Directors at any time may elect from its members an Executive Committee which
shall consist of not less than three (3) members.  Each member of such
Committee shall hold office during the pleasure of the Board and may be removed
by a majority vote of the whole Board at any time with or without
cause.  Vacancies occurring in the Committee may be filled by the
Board.  The Committee shall prescribe its own rules for calling and
holding meetings, and for transacting business, subject, however, to any rules
prescribed by the Board of Directors, and the Committee shall keep minutes of
its actions.  Action by the Committee may be taken at meetings thereof
attended by not less than a majority thereof, or without a meeting by instrument
in writing signed by not less than a majority of the members.  Except
as the Committee’s powers and duties may be limited or otherwise prescribed by
the Board of Directors, the Committee, during the intervals between the meetings
of the Board, shall possess and may exercise all of the powers and authority of
the Board of Directors, however conferred, provided, however, that the Committee
shall not be empowered to elect the officers (other than Assistant Secretaries
and Assistant Treasurers) or to fill vacancies in the Board of Directors or in
the Executive Committee.  Subject to such exceptions, persons dealing
with the Corporation shall be entitled to rely upon any action of the Committee
with the same force and effect as though such action had been taken by the Board
of Directors.








6


OFFICERS





Section
23.   Generally.





The Corporation may
have a Chairman, elected by the Directors from among their number, and shall
have a President, a Corporate Secretary and a Treasurer.   The
Corporation may also have one or more Vice Chairmen, Vice Presidents, Senior
Vice Presidents and such other officers and assistant officers as the Board of
Directors may deem appropriate.  If the Board of Directors so desires,
it may elect a Chief Executive Officer to manage the affairs of the Corporation,
subject to the direction and control of the Board of Directors.  All
of the officers shall be elected by the Board of
Directors.  Notwithstanding the foregoing, by specific action, the
Board of Directors may authorize the Chairman or the President to appoint any
person to any office other than Chairman, President, Corporate Secretary, or
Treasurer.  Any number of offices may be held by the same person, and
no two offices must be held by the same person.  Any of the offices
may be left vacant from time to time as the Board of Directors may
determine.  In case of the absence or disability of any officer of the
Corporation or for any other reason deemed sufficient by a majority of the Board
of Directors, the Board of Directors may delegate the absent or disabled
officer's powers or duties to any other officer or to any Director.





Section
24.Authority
and Duties of Officers.





The officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors, the Chairman or the President regardless
of whether such authority and duties are customarily incident to such
office.





Section
25.    Compensation.





The compensation of
all officers and agents of the Corporation who are also members of the Board of
Directors of the Corporation will be fixed by the Board of Directors or by a
committee of the Board of Directors.  The Board of Directors may fix,
or delegate the power to fix, the compensation of the other officers and agents
of the Corporation to the Chief Executive Officer or any other officer of the
Corporation.





Section
26.Succession.





The officers of the
Corporation will hold office until their successors are elected.  Any
officer may be removed at any time by the affirmative vote of a majority of the
whole Board.  Any vacancy occurring in any office of the Corporation
may be filled by the Board of Directors or by the Chairman or President as
provided in Section 23.





7


Section
27.   Delegation
of Duties.





The Directors are
authorized to delegate the duties of any officers to any other officer and
generally to control the action of the officers and to require the performance
of duties in addition to those mentioned herein.








SHARES
CERTIFICATES





Section
28.   Transfer
and Registration of Certificates





The Board of
Directors shall have authority to make such rules and regulations, not
inconsistent with law, the Articles, or these Bylaws, as it deems expedient
concerning the issuance, transfer, and registration of certificates for shares
and the shares represented thereby and may appoint transfer agents and
registrars thereof.  The Directors may provide by resolution that some
or all of any or all classes and series of shares shall be uncertificated
shares, provided that any then-outstanding shares of that class or series
represented by a certificate shall not become uncertificated shares until the
certificate is surrendered to the Corporation.





Section
29.   Substituted
Certificates





Any person claiming
that a certificate for shares has been lost, stolen, or destroyed shall make an
affidavit or affirmation of that fact and, if required, shall give the
Corporation (and its registrar or registrars and its transfer agent or agents,
if any) a bond of indemnity, in such form and with one (1) or more sureties
satisfactory to the Board, and if required by the Board of Directors, shall
advertise the same in such manner as the Board of Directors may require,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen, or
destroyed.








RECORD
DATES AND CLOSING OF TRANSFER BOOKS





Section
30.   Record
Dates and Closing of Transfer Books.





The Board of
Directors may fix a time not exceeding sixty (60) days preceding the date of any
meeting of shareholders or the date fixed for the payment of any dividend or
distribution or the date for the allotment of rights as the record date for the
determination of the shareholders entitled to notice of or to vote at any such
meeting or entitled to receive payment of any such dividend, distribution or
allotment of rights, and in such case only shareholders of record on the date so
fixed shall be entitled to notice of or to vote at such meeting or to receive
payment of such dividend, distribution or allotment of rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after any record date so fixed.  The Board of Directors may close the
books of the Corporation against transfers of shares during the whole or any
part of the period between such record date and the date of the event in respect
for which such record date was fixed.





8





REGISTERED
SHAREHOLDERS





Section
31.   Recognition
of Record Ownership.





The Corporation
shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Pennsylvania.








GENERAL
PROVISIONS





DIVIDENDS





Section
32.   Payment
of Dividends.





The Board of
Directors may declare dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, at any
regular or special meeting pursuant to law.  Dividends may be paid in
cash, in property or in shares of the capital stock, subject to the provisions
of the Articles of Incorporation.  Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors shall think conducive to
the interest of the Corporation and the Directors may modify or abolish any such
reserves in the manner in which it was created.








FISCAL
YEAR





Section
33.   Fiscal
Year.





The fiscal year of
the Corporation shall be fixed by resolution of the Board of
Directors.








9


SEAL





Section
34.   Corporate
Seal.





The Directors may adopt a corporate seal of the
Corporation which shall be of such design, and shall contain such words, as may
be prescribed by the Directors.  Failure to affix any such corporate
seal shall not affect the validity of any instrument.








TRANSFER
AGENT AND REGISTRAR





Section
35.   Transfer
Agent; Registrar.





The Corporation may open transfer books in any
state of the United States or in any foreign country for the purpose of
transferring securities issued by it, and it may employ an agent or agents to
keep the records of its securities to transfer or to register securities or
both, in Pennsylvania or in other states or in a foreign country, or both, and
the acts of such agents shall be binding on the Corporation.  The
duties and liabilities of such agent or agents shall be such as may be agreed to
by the Corporation.  If no such transfer agent is appointed to act in
Pennsylvania in respect to its shares, the Corporation shall keep an office in
Pennsylvania at which shares shall be transferable, and at which it shall keep
books in which shall be recorded the names and addresses of all shareholders and
all transfers of shares.








PROVISIONS
IN ARTICLES OF INCORPORATION





Section
36.   Governance
By Articles of Incorporation.





These Bylaws are at
all times subject to the provisions of the Articles of Incorporation of the
Corporation (including in such term whenever used in these Bylaws, amendments
thereto), and in case of any conflict between any provision herein and in the
Articles of Incorporation, the provisions in the Articles of Incorporation shall
be deemed to govern.








AMENDMENTS





Section
37.  Procedure
for Amendments.





These Bylaws may be altered, amended, or
repealed in any respect or superseded by new Bylaws in whole or in part, (a) by
the affirmative vote of the holders of record of shares entitling them to
exercise a majority of the voting power of the Corporation at an annual or
special meeting called for such purpose, or by their unanimous written consent;
or (b) by the Board of Directors at an annual or special meeting called for such
purpose, or by their unanimous written consent as provided in 15 Pa.C.S.A.§1504b.








10


INDEMNIFICATION
AND INSURANCE





Section
38.   Indemnification.





The Corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney’s fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him or her in connection with such action,
suit, or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, if he or she
had no reasonable cause to believe his or her conduct was unlawful, to the full
extent and according to the procedures and requirements set forth in the
Pennsylvania General Corporation Law as now in effect or as amended from time to
time.  The Corporation shall pay, to the full extent then permitted by
law, expenses, including attorney’s fees, incurred by a member of the Board of
Directors in defending any such action, suit or proceeding as they are incurred,
in advance of the final disposition thereof, and may pay, in the same manner and
to the full extent then permitted by law, such expenses incurred by any other
person.





The indemnification and payment of expenses
provided hereby shall not be exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under any law, the
Articles of Incorporation, any agreement, vote of shareholders or disinterested
members of the Board of Directors, or otherwise, both as to action in official
capacities and as to action in another capacity while he or she is a member of
the Board of Directors, or an officer, employee or agent of the Corporation, and
shall continue as to a person who has ceased to be a member of the Board of
Directors, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.





Section
39.   Insurance.





The Corporation may, to the full extent then
permitted by law and authorized by the Board of Directors, purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any persons
described in Section 38 against any liability asserted against and incurred by
any such person in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability.  Insurance may be purchased from or maintained
with a person in which the Corporation has a financial interest.





11


EMERGENCY
BYLAWS





Section
40.Emergency
Bylaws.





The Board of Directors may adopt, at any
meeting, either before or during “an emergency” as that term is defined in 15
Pa.C.S.A. § 1509, emergency bylaws to be operative during, but only
during, an emergency.  The emergency bylaws may contain any provisions
which may be made by emergency bylaws as provided in 15
Pa.C.S.A. § 1509..





12