AMENDED
      AND RESTATED


ARTICLES
      OF
      INCORPORATION




OF




PENNSYLVANIA
      ELECTRIC COMPANY




Charter
      Number
      272862




(effective
      December
      19, 2007)




ARTICLE
      I




The
      name of the
      corporation is PENNSYLVANIA ELECTRIC COMPANY (hereinafter referred to as the
      “Corporation”).




ARTICLE
      II




The
      place in the
      Commonwealth of Pennsylvania where the registered office of the Corporation
      is
      located is:




1001
      Broad Street


Johnstown,
      Pennsylvania   15907


Cambria
      County




ARTICLE
      III




The
      purpose or
      purposes for which the Corporation is incorporated is as follows:




A.           To
      generate, produce, acquire, transmit, distribute, furnish, sell, and supply
      electricity to public and private consumers; and




B.           To
      engage in any other lawful business for which corporations may be incorporated
      under the Pennsylvania Business Corporation Law of 1988, as
      amended.




ARTICLE
      IV




The
      aggregate number
      of shares which the Corporation is authorized to issue shall be sixteen million
      eight hundred thirty-five thousand (16,835,000) shares, classified as
      follows:




A.           Common
      Stock, five million
      four hundred thousand (5,400,000) shares, with a par value of $20 per
      share;




B.           Preferred
      Stock, eleven
      million four hundred thirty-five thousand (11,435,000) shares, without par
      value, and having a maximum aggregate stated value of $250,000,000.











ARTICLE
      V




The
      Board of
      Directors may adopt an amendment to these Articles of Incorporation determining,
      in whole or in part, the express terms, within the limits set forth in these
      Articles of Incorporation or the Pennsylvania Business Corporation Law, of
      any
      class of shares before the issuance of any shares of that class, or of one
      or
      more series within a class before the issuance of shares of that series;
      including, without limitation, division of shares into classes or into series
      within any class or classes, determination of the designation and the number
      of
      shares of any class or series, and the determination of the relative voting
      rights, preferences, limitations, rights to dividends, conversion rights,
      redemption rights, stated value, and other special rights of the shares of
      any
      class or series.  The Board of Directors may provide by resolution
      that any or all classes and series of shares, or any part thereof, may 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. [15 Pa.C.S.
      1528]




ARTICLE
      VI




A
      director shall not
      be personally liable, as such, for monetary damages for any action taken unless:
      (A) the director has breached or failed to perform the duties of his office
      under the Articles of Incorporation or the Bylaws of the Corporation, or the
      Pennsylvania Business Corporation Law; and (B) the breach or failure to perform
      constitutes self-dealing, willful misconduct or recklessness. This Article
      shall
      not apply to: (i) the responsibility or liability of a director pursuant to
      any
      criminal statute; or (ii) the liability of a director for the payment of taxes
      pursuant to Federal, State or local law. [15 Pa.C.S.
      §1713]




ARTICLE
      VII




The
      Corporation may
      purchase its shares, regardless of class, from time to time, to such extent,
      in
      such manner, and upon such terms as its Board of Directors shall determine.
      [15 Pa.C.S.
      §1551]




ARTICLE
      VIII




The
      shareholders
      shall have no right to vote cumulatively in the election of
      Directors.




ARTICLE
      IX




The
      Corporation was
      incorporated on June 10, 1919 under the Corporation Act of 1874, as amended
      and
      supplemented.




ARTICLE
      X




These
      Amended and
      Restated Articles of Incorporation take the place of and supersede the original
      articles of incorporation and all amendments thereto.