METROPOLITAN EDISON COMPANY


                                       TO


                     THE BANK OF NEW YORK, SUCCESSOR TRUSTEE


                              --------------------


                             SUPPLEMENTAL INDENTURE


                  (First Mortgage Bonds, Senior Note Series E)


                              --------------------


                            Dated as of March 1, 2003


<PAGE>


         THIS  SUPPLEMENTAL  INDENTURE,  dated  as of March  1,  2003,  made and
entered into by and between  METROPOLITAN  EDISON COMPANY,  a corporation of the
Commonwealth of Pennsylvania (hereinafter sometimes called the "Company"), party
of the first part, and THE BANK OF NEW YORK (as successor to United States Trust
Company of New York), a bank and trust company  organized  under the laws of the
State of New York as Successor Trustee under the Mortgage (hereinafter sometimes
called the "Trustee"), party of the second part.

         WHEREAS,   the  Company  has  heretofore  executed  and  delivered  its
Indenture (hereinafter called the "Original  Indenture"),  dated as of the first
day of November,  1944, to Guaranty Trust Company of New York, as trustee, which
was duly amended and supplemented by various  indentures  supplemental  thereto,
and which is hereby further supplemented by this Supplemental Indenture,  all of
which are herein collectively referred to as the "Mortgage"; and

         WHEREAS,  The Bank of New York is now the  Successor  Trustee under the
Mortgage; and

         WHEREAS,  the Company has entered into an Indenture dated as of July l,
1999 (the "Senior Note  Indenture")  with The Bank of New York (as  successor to
United  States  Trust  Company  of New  York),  as  trustee  (the  "Senior  Note
Trustee"),  providing for the issuance of notes  thereunder (the "Senior Notes")
from time to time,  and  pursuant to the Senior Note  Indenture  the Company has
agreed to issue to the Senior Note Trustee,  as security for the Senior Notes, a
new series of bonds  under the  Mortgage at the time of  authentication  of each
series of Senior  Notes  issued  prior to the  Release  Date (as  defined in the
Senior Note Indenture); and

         WHEREAS,  for such  purposes  the Company  desires to issue one or more
tranches  of a new  series  of bonds  and by  appropriate  corporate  action  in
conformity  with the  terms of the  Mortgage  has duly  determined  to  create a
separate  series of bonds,  which shall be designated as "First  Mortgage Bonds,
Senior Note Series E"  (hereinafter  sometimes  referred to as the "Senior  Note
Series E Bonds"),  which said Senior Note Series E Bonds are to be substantially
in the form set  forth in  Article  II hereof  with the  insertion  of  numbers,
denominations,  date or dates  from which  interest  shall  accrue,  maturities,
interest rates (or method of determination thereof),  interest payment dates and
other terms as determined in accordance with the terms of the Mortgage; and

         WHEREAS,  the Senior  Note Series E Bonds shall be issued to the Senior
Note Trustee in connection with the concurrent issuance by the Company of a like
aggregate principal amount of its Senior Notes (the "New Senior Notes"); and

         WHEREAS,  all acts and things  prescribed by law and by the charter and
by-laws of the Company  necessary  to make the Senior Note Series E Bonds,  when
executed by the Company and  authenticated  by the  Trustee,  as in the Mortgage
provided,  valid, binding and legal obligations of the Company,  entitled in all
respects to the security of the Mortgage,  have been performed or will have been
performed  prior to  execution of such Senior Note Series E Bonds by the Company
and authentication thereof by the Trustee; and


<PAGE>

         NOW,  THEREFORE,  THIS  SUPPLEMENTAL  INDENTURE  WITNESSETH:   That  in
consideration  of the  premises,  and of the sum of One  Dollar  ($1.00)  to the
Company  duly paid by the  Trustee at or before the  ensealing  and  delivery of
these presents,  and for other valuable  considerations,  the receipt whereof is
hereby  acknowledged,  the Company  hereby  covenants and agrees to and with the
Trustee and its successors in the trusts under the Mortgage, as follows:


                                    Article I

                           SENIOR NOTE SERIES E BONDS

         SECTION 1. The  Company  hereby  creates a series of bonds to be issued
under and secured by the Mortgage, to be designated and to be distinguished from
bonds of all other series by the title "First Mortgage Bonds, Senior Note Series
E."

         SECTION 2. An unlimited principal amount of Senior Note Series E Bonds,
being  authenticated  and delivered from time to time, may forthwith be executed
by the Company and  delivered to the Trustee and shall be  authenticated  by the
Trustee and delivered (either before or after the filing or recording hereof) to
or  upon  the  order  of the  designated  officer  or  officers  of the  Company
specifying,  among other things, the principal amount of the Senior Notes Series
E  Bonds  to  be  issued  on  the  specified  date  of  issuance,  the  numbers,
denominations,  date or dates  from which  interest  shall  accrue,  maturities,
interest rates (or method of determination thereof),  interest payment dates and
other terms of such Senior Note Series E Bonds,  upon  receipt by the Trustee of
the cash,  resolutions,  certificates,  opinions  and  documents  required to be
delivered upon the issue of bonds from time to time as provided in the Mortgage.

         SECTION 3. Each  Senior  Note  Series E Bond shall be dated the date of
its authentication ("issue date") and shall bear interest from the issue date of
said bond or from the most recent  interest  payment date to which  interest has
been paid or duly  provided  for with respect to the Senior Note Series E Bonds,
except that so long as there is no  existing  default in the payment of interest
on the Senior Note Series E Bonds,  any Senior Note Series E Bond  authenticated
by the Trustee between the record date (as hereinafter defined) for any interest
payment date for such bond and such  interest  payment date shall bear  interest
from such interest payment date;  provided,  however,  that if and to the extent
the  Company  shall  default  in payment of the  interest  due on such  interest
payment  date,  then any such Senior Note Series E Bond shall bear interest from
the most recent  interest  payment date to which  interest has been paid or duly
provided for with respect to the Senior Note Series E Bonds,  or, if no interest
has been paid on the  Senior  Note  Series E Bonds,  then  from its issue  date.
Unless  previously  redeemed  pursuant  to  the  provisions  hereof  and  of the
Mortgage,  each Senior  Note Series E Bond shall be payable on their  respective
maturity  dates,  in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts,
and shall bear  interest  payable in like coin or currency at the interest  rate
specified  in such Senior Note  Series E Bonds from the date  specified  in such
Senior Note Series E Bonds, payable  semi-annually on each interest payment date
specified in such Senior Note Series E Bonds,  until the maturity date specified
in such  Senior Note  Series E Bonds,  and at  maturity  at the highest  rate of
interest borne by any of the bonds outstanding under the Mortgage from such date
of  maturity  until they shall be paid or payment  thereof  shall have been duly
provided  for, and (to the extent that payment of such  interest is  enforceable
under  applicable law) interest on any overdue  installment of interest shall be

                                       2

<PAGE>

payable at the highest  rate of interest  borne by any of the bonds  outstanding
under the Mortgage.  Principal of and interest on the Senior Note Series E Bonds
shall be  payable  at the  office or agency of the  Company  in the  Borough  of
Manhattan, The City of New York.

         The  persons  in  whose  names  the  Senior  Note  Series  E Bonds  are
registered at the close of business on any record date (as hereinafter  defined)
with  respect to any  interest  payment  date shall be  entitled  to receive the
interest  payable on such  interest  payment  date  (except  that in case of any
redemption  of the Senior Note  Series E Bonds as provided  for herein on a date
subsequent to the record date and prior to such interest payment date,  interest
on such  redeemed  bonds shall be payable only to the date fixed for  redemption
thereof and only against  surrender of such bonds for  redemption  in accordance
with the notice of such  redemption)  notwithstanding  the  cancellation  of any
Senior  Note  Series E Bonds  upon any  registration  of  transfer  or  exchange
subsequent to the record date and prior to such interest payment date; provided,
however, that if, and to the extent, the Company shall default in the payment of
the interest due on any interest payment date, such defaulted  interest shall be
paid to the  persons in whose names  outstanding  Senior Note Series E Bonds are
registered  on the  day  immediately  preceding  the  date  of  payment  of such
defaulted  interest or, at the election of the Company,  on a subsequent  record
date  established  by notice given by mail by or on behalf of the Company to the
holders of Senior Note Series E Bonds not less than fifteen (15) days  preceding
such subsequent record date.

         Unless  otherwise  specified  in  the  written  order  of  the  Company
delivered  pursuant to Section 4.07(a) of the Original Indenture with respect to
any Senior Note Series E Bonds,  the term "record date" shall mean, with respect
to any regular  interest  payment date, the close of business on the 15th day of
the calendar month next preceding such interest  payment date or, in the case of
defaulted  interest,  the  close  of  business  on any  subsequent  record  date
established as provided above.

         SECTION 4. Upon any payment of the principal of,  premium,  if any, and
interest on, all or any portion of the New Senior Notes,  whether at maturity or
prior to maturity by redemption  or otherwise or upon  provision for the payment
thereof having been made in accordance  with Section  5.01(a) of the Senior Note
Indenture,  Senior  Note  Series  E Bonds  in a  principal  amount  equal to the
principal  amount of such New Senior Notes shall,  to the extent of such payment
of principal,  premium, if any, and interest,  be deemed paid and the obligation
of the Company  thereunder  to make such  payment  shall be  discharged  to such
extent and, in the case of the payment of principal  (and premium,  if any), the
Senior Note Series E Bonds in a principal amount equal to the related New Senior
Notes  shall be  surrendered  to the  Company  for  cancellation  as provided in
Section 4.06 of the Senior Note  Indenture.  The Trustee may at any time and all
times  conclusively  assume that the  obligation of the Company to make payments
with  respect to the  principal of and premium,  if any,  and  interest,  on the
Senior Note Series E Bonds, so far as such payments at the time have become due,
has been fully  satisfied  and  discharged  pursuant to the  foregoing  sentence
unless and until the  Trustee  shall have  received  a written  notice  from the
Senior  Note  Trustee  signed by one of its  officers  stating  (i) that  timely
payment of principal of, or premium or interest on, the New Senior Notes has not
been so made, (ii) that the Company is in arrears as to the payments required to
be made by it to the Senior Note Trustee  pursuant to the Senior Note Indenture,
and (iii) the amount of the arrearage.

                                       3
<PAGE>

         SECTION  5.  Each  Senior  Note  Series E Bond is to be  issued  to and
registered in the name of The Bank of New York, as the Senior Note Trustee, or a
successor trustee thereto, under the Senior Note Indenture to secure any and all
obligations  of the Company  under the New Senior  Notes and any other series of
Senior Notes from time to time outstanding under the Senior Note Indenture.

         SECTION  6.  Except  (i) as  required  to  effect  an  assignment  to a
successor Trustee under the Senior Note Indenture, (ii) pursuant to Section 4.03
or Section  4.06 of the Senior Note  Indenture,  or (iii) in  compliance  with a
final  order  of a court  of  competent  jurisdiction  in  connection  with  any
bankruptcy or reorganization proceeding of the Company, the Senior Note Series E
Bonds are not transferable. The Senior Note Series E Bonds shall be exchangeable
for  other  registered  bonds of the  same  series  and for the  same  aggregate
principal  amount,  in the  manner  and upon the  conditions  prescribed  in the
Mortgage,  upon the  surrender  of such bonds at the  "office"  or agency of the
Company in the Borough of Manhattan, The City of New York. The Company covenants
and agrees that, notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in  connection  with any  exchange  or transfer of any
Senior Note Series E Bond.

         SECTION 7. (a) Senior Note Series E Bonds shall not be redeemed  except
(i) as set forth in  Article  I,  Section 8  hereof;  and (ii) by the  surrender
thereof  by the  Senior  Note  Trustee  to the  Trustee  for  cancellation  at a
redemption  price of zero upon  redemption of all other series of bonds pursuant
to Section 8.08 of the Mortgage.

            (b) In the event the Company  redeems any New Senior  Notes prior to
maturity in accordance  with the  provisions of the Senior Note  Indenture,  the
Senior  Note  Trustee  shall on the same date  deliver to the Company the Senior
Note Series E Bonds in principal  amounts  corresponding to the New Senior Notes
so redeemed, as provided in Section 4.06 of the Senior Note Indenture.

            (c) Senior Note Series E Bonds are not  redeemable  by the operation
of the  improvement  fund  pursuant  to  Section  5.07 and  Section  9.06 of the
Mortgage  or  otherwise,   by  operation  of  the  maintenance  and  replacement
provisions  pursuant to Sections 5.08 and 9.06 of the Mortgage or otherwise,  or
with the proceeds of released  property pursuant to Section 9.06 of the Mortgage
or otherwise.

         SECTION 8. The Senior Note Series E Bonds shall be immediately redeemed
at a redemption  price of 100% of the principal  amount  thereof,  plus interest
accrued to the redemption  date, in whole,  upon a written demand for redemption
by the Senior Note Trustee  stating that the  principal of all Senior Notes then
outstanding  under the Senior Note Indenture has been declared to be immediately
due and payable  pursuant  to the  provisions  of the first  sentence of Section
8.01(a) thereof.

         SECTION 9. For purposes of Section  4.07 of the Senior Note  Indenture,
the Senior Note Series E Bonds  shall be deemed to be the  "Related  Senior Note
First Mortgage Bonds" in respect of the New Senior Notes.


                                       4

<PAGE>

         SECTION 10. At any time a New Senior Note shall cease to be entitled to
any lien,  benefit or  security  under the Senior  Note  Indenture  pursuant  to
Section  5.01(b)  thereof and the Company  shall have  provided  the Senior Note
Trustee with notice  thereof,  the Senior Note Trustee shall  surrender an equal
principal amount of the Related Senior Note First Mortgage Bonds, subject to the
limitations  of Section  4.06 of the Senior Note  Indenture,  to the Company for
cancellation.

         SECTION 11. As provided in Section  4.09 of the Senior Note  Indenture,
from and after the Release Date, the  obligations of the Company with respect to
the Senior Note Series E Bonds shall be deemed to be satisfied  and  discharged,
the Senior  Note  Series E Bonds  shall cease to secure in any manner any Senior
Notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.06
of the Senior Note Indenture,  the Senior Note Trustee shall  forthwith  deliver
the Senior Note Series E Bonds to the Company for cancellation.

                                   Article II

                     FORM OF THE SENIOR NOTE SERIES E BONDS

         SECTION 1.  Unless  otherwise  specified  in the  written  order of the
Company  delivered  pursuant to Section  4.07(a) of the Original  Indenture with
respect to any Senior Note Series E Bonds,  the form of the Senior Note Series E
Bonds and the Trustee's authentication  certificate to be endorsed thereon shall
be substantially as follows, the maturity date or dates, denominations, interest
rates (or a method of determination thereof), other terms and numbers thereof to
be appropriately inserted as provided in Section 2.01 of the Original Indenture:



                      [FORM OF SENIOR NOTE SERIES E BONDS]

                           METROPOLITAN EDISON COMPANY

                    FIRST MORTGAGE BOND, SENIOR NOTE SERIES E

         $                                                       No.

         ORIGINAL ISSUE DATE:                                    MATURITY DATE:

         INTEREST RATE:

         INTEREST PAYMENT DATES:


         METROPOLITAN  EDISON  COMPANY,  a corporation  of the  Commonwealth  of
Pennsylvania  (hereinafter  called the "Company"),  for value  received,  hereby
promises  to pay to The  Bank  of New  York,  as  successor  Trustee  under  the
Company's Indenture dated as of July 1, 1999, or registered assigns ___________,
Dollars on the Maturity  Date set forth above,  unless this Bond shall have been
duly  called  for  previous  redemption  in whole or in part and  payment of the

                                       5

<PAGE>

redemption  price  shall have been duly made or  provided  for, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private  debts,  and to pay to the
registered holder hereof interest thereon  semi-annually on the Interest Payment
Dates set forth above (commencing with the Interest Payment Date next succeeding
the Original Issue Date  specified  above) at the Interest Rate set forth above,
at said office or agency, in like coin or currency, from the Original Issue Date
specified above, or from the most recent interest payment date to which interest
has been paid or duly  provided for (subject to certain  exceptions  provided in
the Mortgage hereinafter mentioned),  until maturity, and at maturity, according
to its terms or on prior  redemption or by declaration or otherwise,  and at the
highest  rate of  interest  borne  by any of the  bonds  outstanding  under  the
Mortgage hereinafter  mentioned from such date of maturity until this bond shall
be paid or the payment  hereof  shall have been duly  provided  for,  and to the
extent permitted by law, to pay interest on overdue interest at the highest rate
of interest borne by any of the bonds outstanding under the Mortgage hereinafter
mentioned.

         This  bond is one of an  issue of  bonds  of the  Company  (hereinafter
referred to as the "bonds"), not limited in principal amount, except as provided
in the Mortgage  hereinafter  defined which may mature at different  times,  may
bear  interest at different  rates,  and may  otherwise  vary as in the Mortgage
hereinafter  mentioned  provided,  and is one of a  series  known  as its  First
Mortgage  Bonds,  Senior Note Series E (herein  called the "Senior Note Series E
Bonds"), all bonds issued and to be issued under and equally and ratably secured
(except insofar as any sinking fund or analogous fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may afford additional
security  for the  bonds of any  particular  series)  by an  Indenture  (herein,
together with any indentures  supplemental  thereto,  including the Supplemental
Indenture hereinafter mentioned,  called the "Mortgage") dated November 1, 1944,
executed by the Company to  GUARANTY  TRUST  COMPANY OF NEW YORK under which THE
BANK OF NEW YORK (as successor to United  States Trust Company of New York),  is
Successor Trustee (herein called the "Trustee"),  to which Mortgage reference is
made for a description  of the property  mortgaged  and pledged,  the nature and
extent of the security,  the rights and  limitations of rights of the holders of
the  bonds and of the  Company  in  respect  thereof,  the  rights,  duties  and
immunities  of the Trustee,  and the terms and  conditions  upon which the bonds
are,  and are to be,  issued and  secured.  The Senior  Note  Series E Bonds are
described in the  Supplemental  Indenture  dated as of March 1, 2003 between the
Company and the Trustee (the "Supplemental Indenture").

         Under an  Indenture  dated as of July 1,  1999  (hereinafter  sometimes
referred to as the "Senior Note Indenture"), between the Company and The Bank of
New York (as  successor  to  United  Trust  Company  of New  York),  as  trustee
(hereinafter  sometimes  called the "Senior  Note  Trustee"),  the Company  will
issue,  concurrently with the issuance of this bond, an issue of notes under the
Senior  Note  Indenture  entitled  " % Senior  Notes due 20 " (the  "New  Senior
Notes").  Pursuant  to  Article IV of the Senior  Note  Indenture,  this bond is
issued to the  Senior  Note  Trustee to secure  any and all  obligations  of the
Company under the New Senior Notes. Payment of principal of, or premium, if any,
or interest on, the New Senior Notes shall  constitute  payments on this bond as
further provided herein and in the Supplemental Indenture.

         As provided  in Section  4.09 of the Senior  Note  Indenture,  from and
after  the  Release  Date  (as  defined  in  the  Senior  Note  Indenture),  the


                                       6

<PAGE>

obligations  of the  Company  with  respect  to this bond  shall be deemed to be
satisfied  and  discharged,  this bond  shall  cease to secure in any manner any
senior  notes  outstanding  under the Senior Note  Indenture,  and,  pursuant to
Section  4.06 of the Senior  Note  Indenture,  the  Senior  Note  Trustee  shall
forthwith deliver this bond to the Company for cancellation.

         Upon any payment of the principal of, premium, if any, and interest on,
all or any  portion of the New Senior  Notes,  whether at  maturity  or prior to
maturity by  redemption or otherwise or upon  provision for the payment  thereof
having  been  made  in  accordance  with  Section  5.01(a)  of the  Senior  Note
Indenture,  Senior  Note  Series  E Bonds  in a  principal  amount  equal to the
principal  amount of such New  Senior  Notes  and  having  both a  corresponding
maturity  date and  interest  rate  shall,  to the  extent  of such  payment  of
principal,  premium, if any, and interest,  be deemed paid and the obligation of
the Company  thereunder  to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium, if any)), Senior Note
Series E Bonds in a principal amount equal to the related New Senior Notes shall
be  surrendered to the Company for  cancellation  as provided in Section 4.06 of
the  Senior  Note  Indenture.  The  Trustee  may  at  any  time  and  all  times
conclusively  assume that the  obligation  of the Company to make  payments with
respect to the principal of and premium, if any, and interest on the Senior Note
Series E Bonds,  so far as such  payments at the time have become due,  has been
fully  satisfied and discharged  pursuant to the foregoing  sentence  unless and
until the  Trustee  shall have  received a written  notice  from the Senior Note
Trustee  signed  by one of its  officers  stating  (i) that  timely  payment  of
principal of, or premium or interest on, the New Senior Notes has not been made,
(ii) that the Company is in arrears as to the payments required to be made by it
to the Senior Note Trustee pursuant to the Senior Note Indenture,  and (iii) the
amount of the arrearage.

         For  purposes of Section 4.07 of the Senior Note  Indenture,  this bond
shall be deemed to be the "Related  Senior Note First  Mortgage Bond" in respect
of the New Senior Notes.

         The Mortgage  contains  provisions  permitting  the holders of not less
than  seventy-five  per centum (75%) in principal amount of all the bonds at the
time  outstanding,  determined and evidenced as provided in the Mortgage,  or in
case the rights under the  Mortgage of the holders of bonds of one or more,  but
less than all, of the series of bonds outstanding  shall be affected,  then with
the consent of the  holders of not less than  seventy-five  per centum  (75%) in
principal  amount of the outstanding  bonds of such one or more series affected,
except that if any such action would affect the bonds of two or more series, the
holders of not less than  seventy-five  per centum (75%) in principal  amount of
outstanding  bonds  of  such  two  or  more  series,   which  need  not  include
seventy-five per centum (75%) in principal  amount of outstanding  bonds of each
of such series,  determined and evidenced as provided in the Mortgage, on behalf
of the holders of all the bonds,  to waive any past  default  under the Mortgage
and its consequences except a completed default, as defined in the Mortgage,  in
respect of the payment of the  principal of or interest on any bond or a default
arising from the creation of any lien ranking prior to or equal with the lien of
the Mortgage on any of the mortgaged property, subject to the condition that, in
case  the  rights  of the  holders  of less  than  all of the  series  of  bonds
outstanding shall be affected, no waiver of any past default or its consequences
shall be effective unless approved by the holders of not less than a majority of


                                       7

<PAGE>

all the bonds at the time  outstanding.  The Mortgage also  contains  provisions
permitting  the Company and the Trustee,  with the consent of the holders of not
less than  seventy-five per centum (75%) in principal amount of all the bonds at
the time outstanding,  determined and evidenced as provided in the Mortgage,  or
in case the rights  under the  Mortgage  of the holders of bonds of one or more,
but less than all, of the series of bonds  outstanding  shall be affected,  then
with the consent of the holders of not less than  seventy-five  per centum (75%)
in  principal  amount  of the  outstanding  bonds  of such  one or  more  series
affected,  except that if any such action  would affect the bonds of two or more
series,  the holders of not less than seventy-five per centum (75%) in principal
amount of outstanding  bonds of such two or more series,  which need not include
seventy-five per centum (75%) in principal  amount of outstanding  bonds of each
of such series, determined and evidenced as provided in the Mortgage, to execute
supplemental  indentures  adding any  provisions to or changing in any manner or
eliminating any of the provisions of the Mortgage or modifying in any manner the
rights of the holders of the bonds and coupons thereunto appertaining; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any bonds,  or reduce  the rate or extend  the time of  payment  of  interest
thereon,  or reduce the principal amount thereof,  or, subject to the provisions
of the  Mortgage,  limit the right of a  bondholder  to  institute  suit for the
enforcement of payment of principal or interest in accordance  with the terms of
the bonds,  without the express  consent of the holder of each bond so affected,
or (ii)  reduce the  aforesaid  percentage  of bonds,  the  holders of which are
required to consent to any such supplemental  indenture,  without the consent of
the holders of all bonds then  outstanding,  or (iii) permit the creation of any
lien  ranking  prior to or equal  with  the lien of the  Mortgage  on any of the
mortgaged  property  without  the  consent  of the  holders  of all  bonds  then
outstanding,  or (iv) deprive the holder of any outstanding  bond of the lien of
the Mortgage on any of the mortgaged property. Any such waiver or consent by the
holder of this bond  (unless  effectively  revoked as provided in the  Mortgage)
shall be conclusive  and binding upon such holder and upon all future holders of
this bond, irrespective of whether or not any notation of such waiver or consent
is made upon this bond.

         No reference herein to the Mortgage and no provision of this bond or of
the  Mortgage  shall alter or impair the  obligation  of the  Company,  which is
absolute and unconditional, to pay the principal of and interest on this bond at
the  time  and  place  and  at the  rate  and in the  coin  or  currency  herein
prescribed.

         The Senior Note Series E Bonds are  issuable  only in fully  registered
form in denominations of $1,000 and integral multiples thereof.

         The Senior  Note  Series E Bonds  shall not be  redeemed  except as set
forth below and except by the  surrender  thereof by the Senior Note  Trustee to
the Trustee for  cancellation  at a redemption  price of zero upon redemption of
all other series of bonds pursuant to Section 8.08 of the Mortgage. In the event
the Company  redeems any New Senior Notes prior to maturity in  accordance  with
the  provisions of the Senior Note  Indenture,  the Senior Note Trustee shall on
the same date  deliver to the Company  Senior  Note Series E Bonds in  principal
amounts  corresponding  to the New Senior  Notes so  redeemed,  as  provided  in
Section  4.06 of the Senior Note  Indenture.  Senior Note Series E Bonds are not
redeemable by the operation of the improvement fund pursuant to Section 5.07 and
Section 9.06 of the Mortgage or otherwise,  by operation of the  maintenance and
replacement  provisions  pursuant to Sections  5.08 and 9.06 of the  Mortgage or
otherwise, or with the proceeds of released property pursuant to Section 9.06 of
the Mortgage or otherwise.

                                       8

         The Senior  Note  Series E Bonds  shall be  immediately  redeemed  at a
redemption price of 100% of the principal amount thereof,  plus interest accrued
to the  redemption  date, in whole,  upon a written demand for redemption by the
Senior  Note  Trustee  stating  that the  principal  of all  Senior  Notes  then
outstanding under the Senior Note Indenture have been declared to be immediately
due and payable  pursuant  to the  provisions  of the first  sentence of Section
8.01(a) thereof.

         The  Mortgage  provides  that if the  Company  shall  deposit  with the
Trustee in trust for the purpose funds sufficient to pay the principal of all of
the bonds of any series,  or such of the bonds of any series as have been or are
to be called for  redemption,  and premium,  if any,  thereon,  and all interest
payable  on such  bonds to the date on which they  become  due and  payable,  at
maturity or upon redemption or otherwise, and complies with the other provisions
of the  Mortgage in respect  thereof,  then from the date of such  deposit  such
bonds shall no longer be secured by the lien of the Mortgage.

         The  principal  hereof may be  declared  or may become due prior to the
express date of the maturity hereof on the conditions,  in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.

         This  bond is not  transferable  except  (i) as  required  to effect an
assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant
to  Section  4.03 or  Section  4.06 of the Senior  Note  Indenture,  or (iii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company. This bond shall
be exchangeable  for other  registered bonds of the same series and for the same
aggregate principal amount, in the manner and upon the conditions  prescribed in
the Mortgage,  upon the surrender of such bonds at the "office" or agency of the
Company  in  the  Borough  of  Manhattan,   the  City  of  New  York.   However,
notwithstanding the provisions of Section 2.05 of the Mortgage,  no charge shall
be made upon any  registration  of transfer or exchange of bonds of said series.
The Company and the Trustee,  any paying agent and any bond  registrar  may deem
and treat the person in whose name this bond is registered as the absolute owner
hereof,  whether or not this bond shall be overdue, for the purpose of receiving
payment and for all other  purposes  and neither the Company nor the Trustee nor
any paying agent nor any bond  registrar  shall be affected by any notice to the
contrary.

         No  recourse  under  or upon  any  obligation,  covenant  or  agreement
contained in the Mortgage,  or in any bond or coupon thereby secured, or because
of any indebtedness thereby secured,  shall be had against any incorporator,  or
against any past, present or future stockholder,  officer or director,  as such,
of the Company or of any successor  corporation,  either directly or through the
Company  or any  successor  corporation  under  any  rule  of  law,  statute  or
constitution,  or by the  enforcement  of any  assessment  or by  any  legal  or
equitable proceeding or otherwise; it being expressly agreed and understood that
the  Mortgage,  and  the  obligations  thereby  secured,  are  solely  corporate
obligations,  and that no personal  liability  whatever  shall  attach to, or be
incurred by, such incorporators,  stockholders,  officers or directors, as such,
of the Company or of any  successor  corporation,  or any of them because of the
incurring of the indebtedness thereby authorized or under or by reason of any of
the obligations,  covenants or agreements contained in the Mortgage or in any of
the bonds or coupons thereby secured, or implied therefrom.

                                       9

<PAGE>

         This bond shall not become valid or  obligatory  for any purpose  until
THE  BANK  OF NEW  YORK,  the  Trustee  under  the  Mortgage,  or its  successor
thereunder, shall have signed the certificate of authentication endorsed hereon.

                                       10

<PAGE>


         IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY has caused this bond to
be signed in its name by the manual or facsimile  signature of its  President or
one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
affixed  hereto  and  attested  by the  manual  or  facsimile  signature  of its
Secretary or one of its Assistant Secretaries.

Dated:

                           METROPOLITAN EDISON COMPANY


                                                 By
                                                    -------------------------
                                                    (Vice President)

Attest:


----------------------------------
(Assistant) Secretary

                                       11

<PAGE>


                         [FORM OF TRUSTEE'S CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This bond is one of the bonds of the series herein designated, provided
for in the within-mentioned Mortgage.

                                            THE BANK OF NEW YORK


                                            By:
                                               ---------------------------------
                                                 Authorized Officer

                   [END OF FORM OF SENIOR NOTE SERIES E BOND]



                                  Article III

                    Subjecting Certain Property Specifically
                           to the Lien Of The Mortgage

         AND  THIS   SUPPLEMENTAL   INDENTURE   FURTHER   WITNESSETH:   That  in
consideration  of the  premises,  and of the sum of One  Dollar  ($1.00)  to the
Company  duly paid by the  Trustee at or before the  ensealing  and  delivery of
these  presents,  Metropolitan  Edison  Company has  granted,  bargained,  sold,
aliened, enfeoffed, released, conveyed, assigned, transferred, pledged, set over
and confirmed,  and by these presents does grant, bargain, sell, alien, enfeoff,
release, convey, assign,  transfer,  pledge, set over and confirm, unto The Bank
of New York, as Trustee,  and to its successors and assigns forever,  all of the
following described property, to wit:

         All property, real, personal and mixed, tangible and intangible,  owned
by the Company,  or in which it owns an interest,  on the date of the  execution
hereof, or (subject to the provisions of Article XIII of the Mortgage) which may
hereafter be acquired by it, wheresoever  situate,  and necessary or appropriate
to the public  utility plant and business of the Company and to its operation as
a going concern,  except such property as is hereinafter  expressly  excepted an
excluded from the lien and operation of the Mortgage.

         The  property  covered  by the  lien  of  the  Mortgage  shall  include
particularly,  among other property,  without prejudice to the generality of the
language  hereinbefore  or  hereinafter   contained,   the  following  described
property:

                                       12

<PAGE>


                                     FIRST.

         Also  all  power  houses,  plants,  buildings,  distributing  stations,
substations,  transforming  stations  and  other  structures  for or used for or
intended for use in connection with the manufacture, generation, transmission or
furnishing of electricity,  and the machinery,  fixtures, fittings and equipment
thereof or appurtenant  thereto,  including,  without limiting the generality of
the foregoing,  all dynamos,  engines,  turbines,  boilers,  pumps,  generators,
transformers, converters, regulators, exciters, meters, shafting and belting and
all other  apparatus and  appliances  for  generating or producing  electricity,
which are owned by the Company, or in which it owns an interest,  on the date of
the  execution  hereof or  (subject  to the  provision  of  Article  XIII of the
Mortgage)  which may be  hereafter  acquired  by it,  wheresoever  situate,  and
necessary or appropriate to the public utility plant and business of the Company
and to its operation as a going concern,  except such property as is hereinafter
expressly excepted and excluded from the lien and operation of the Mortgage.

                                     SECOND.

         Also all  transmission  and  distribution  lines and  systems,  whether
underground,  surface  or  overhead,  for or  used  for or  intended  for use in
connection  with the  transmission  and  distribution  of  electricity,  and the
conduits,  poles, cross arms, insulators,  transformers,  cables, wires, meters,
fixtures,  tools,  supplies and all other  apparatus  and  appliances  connected
therewith or appurtenant  thereto which are owned by the Company, or in which it
owns an  interest,  on the  date of the  execution  hereof  or  (subject  to the
provisions of Article XIII of the Mortgage)  which may be hereafter  acquired by
it.

                                     THIRD.

         Also  all  franchises,   immunities,   privileges,  permits,  licenses,
easements  and  rights  of  way  authorizing,  permitting  or  facilitating  the
erection,  maintenance or operation  upon,  over or under any streets,  avenues,
highways,  alleys,  lanes,  walks,  parks and other public places in any county,
city,  borough,  town,  township  or village or upon,  over or under any private
property of poles, towers, wires, conduits,  mains, pipes or other structures or
apparatus for the  transmission  or  distribution  of  electricity  or otherwise
relating  to  the  business  of   producing,   transmitting   and   distributing
electricity, which are owned by the Company, or in which it owns an interest, on
the date of the execution  hereof or (subject to the  provisions of Article XIII
of the Mortgage) which may be hereafter acquired by it.

                            GENERAL SUBJECT CLAUSES.

         SUBJECT,  HOWEVER,  to the  reservations,  mining  rights,  exceptions,
conditions,  limitations  and  restrictions  contained  in  the  several  deeds,
franchises and contracts or other instruments through which the Company acquired
or claims  title to or  enjoys  the use of said  properties;  to  statutory  and
municipal  requirements  relating  to land and  buildings;  to the rights of the
public  and  others in  streets,  roads and  highways,  opened,  or laid out but
unopened,  crossing or bounding any of the said parcels; to the rights of owners
abutting  thereon in any stream,  drain or ditch crossing or bounding any of the
said parcels; to the rights of the Commonwealth of Pennsylvania in and to any of
the lands located in any streams or rivers abutting any of the said parcels; and

                                       13

<PAGE>

to the rights of electric,  gas, telephone,  telegraph and pipeline companies to
maintain and operate pole lines and gas and petroleum  products  mains and pipes
over or  through  any of the  said  parcels  or on or in the  streets,  roads or
highways abutting thereon as the same existed at the time of acquisition of said
parcels by the Company;  and to any easements  visible on the ground at the time
of such acquisition, but not evidenced by recorded agreements or grants.

                                EXCEPTED PROPERTY

         EXPRESSLY  EXCEPTING,  AND EXCLUDING,  HOWEVER,  from this Supplemental
Indenture and from the lien and operation hereof, all property of every kind and
type excepted and excluded from the Mortgage by  subdivisions  II (to the extent
that such real estate is still owned by the  Company)  and III under the heading
"Excepted  Property"  therein to the extent  there  indicated  and  reference is
hereby made to said Mortgage for a description thereof.

         TOGETHER  WITH  all  and  singular  the  tenements,  hereditaments  and
appurtenances  belonging or in any wise  appertaining to the property covered by
this Supplemental  Indenture or intended so to be, or any part thereof, with the
reversion  and  reversions,   remainder  and  remainders  and  (subject  to  the
provisions of Section 9.01 of the Mortgage) the tolls, rents, revenues,  issues,
earnings,  income, product and profits thereof, and all the estate, right, title
and interest an claim whatsoever, at law as well as in equity, which the Company
now  has or may  hereafter  acquire  in and to  the  property  covered  by  this
Supplemental Indenture or intended so to be and every part and parcel thereof.

         TO HAVE AND TO HOLD the property covered by this Supplemental Indenture
or intended so to be to the Trustee, its successors and assigns,  forever,  upon
and subject to the trusts,  uses,  condition,  covenants  and  provisions of the
Mortgage.

                                   ARTICLE IV

                                  MISCELLANEOUS

         SECTION 1. The Trustee,  for itself and its  successors in said trusts,
hereby accepts the conveyance,  transfer and assignment of the property included
in this Supplemental  Indenture upon the trusts,  terms and conditions expressed
in the Mortgage.

         SECTION 2. For all purposes  hereof except as the context may otherwise
require, (a) all terms contained herein shall have the meanings given such terms
in, and (b) all references herein to sections of the Original Indenture shall be
deemed to be to such sections of, the Original  Indenture as the same heretofore
has been or hereafter may be amended by an indenture or indentures  supplemental
thereto.

         SECTION 3. As amended  and  supplemented  by the  aforesaid  indentures
supplemental thereto and by this Supplemental Indenture,  the Original Indenture
is in all respects  ratified and  confirmed  and the Original  Indenture and the
aforesaid indentures  supplemental thereto and this Supplemental Indenture shall
be read, taken and construed as one and the same instrument.

                                       14

<PAGE>

         SECTION 4. This Supplemental Indenture shall be simultaneously executed
in several counterparts,  and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.

         SECTION 5. The recitals of fact contained herein and in the Senior Note
Series E Bonds  (other than the  Trustee's  certificate  of  authentication  and
certification  of residence) shall be taken as the statements of the Company and
the Trustee assumes no responsibility for the correctness of the same.

                                       15

<PAGE>


         IN WITNESS  WHEREOF,  METROPOLITAN  EDISON COMPANY,  party of the first
part,  has  caused  this  instrument  to be signed in its name and behalf by its
President or a Vice President, and its corporate seal to be hereunto affixed and
attested by its Corporate Secretary or an Assistant Corporate Secretary, and THE
BANK OF NEW YORK, as Successor  Trustee as aforesaid,  party of the second part,
has caused this  instrument to be signed in its name and behalf by an Authorized
Officer  and its  corporate  seal to be  hereunto  affixed  and  attested  by an
Authorized Officer, all as of the day and year first above written.

ATTEST:                         METROPOLITAN EDISON COMPANY

                                By:
------------------------            ----------------------------------------
David W. Whitehead                    Richard H. Marsh
Corporate Secretary                   Senior Vice President and
                                      Chief Financial Officer



[CORPORATE SEAL]



Signed, sealed and delivered by said
Metropolitan Edison Company
in the presence of:


-------------------------------------
Amit D. Patel


-------------------------------------
Carol L. Daniels

                                       16

<PAGE>




ATTEST:                                     THE BANK OF NEW YORK
                                              As Successor Trustee as aforesaid


                                            By:
-------------------------------------            -------------------------------
Print Name:                                        Print Name:
Assistant Secretary                                Vice President



[CORPORATE SEAL]



Signed, sealed and delivered by said
The Bank of New York
in the presence of:


-------------------------------------
Print Name:


-------------------------------------
Print Name:

                                       17

<PAGE>


STATE OF OHIO                      )
                                   :  ss.:
COUNTY OF SUMMIT                   )

         On the 13 day of March in the year 2003  before  me,  the  undersigned,
personally appeared Richard H. Marsh and David W. Whitehead, personally known to
me or proved to me on the basis of  satisfactory  evidence to be the individuals
whose names are subscribed to the within  instrument and acknowledged to me that
they executed the same in their  capacity,  and that by their  signatures on the
instrument, the individuals,  or the person upon behalf of which the individuals
acted, executed the instruments.

                                      ----------------------------------
                                      Susie M. Hoisten, Notary Public
                                      Residence Summit County
                                      Statewide Jurisdiction Ohio
                                      My commission expires Dec. 9, 2006
                                                                          [SEAL]


<PAGE>


STATE OF NEW YORK                  )
                                   :ss..
COUNTY OF NEW YORK                 )


         On the 13th day of March in the year 2003 before me, the undersigned,
personally appeared ______________ and _______________, personally known to me
or proved to me on the basis of satisfactory evidence to be the individuals
whose names are subscribed to the within instrument and acknowledged to me that
they executed the same in their capacity, and that by their signatures on the
instrument, the individuals, or the person upon behalf of which the individuals
acted, executed the instruments.



                                            ---------------------------------
                                            [name]
                                            Notary Public, State of New York
                                            No. ___________
                                            Qualified in _________ County
                                            Commission Expires ___________

                                            [SEAL]


<PAGE>


                            CERTIFICATE OF RESIDENCE



         The Bank of New  York,  Mortgagee  and  Trustee  within  named,  hereby
certifies    that   its   precise    residence    is   101    Barclay    Street,
_______________________,  in the Borough of Manhattan,  in The City of New York,
in the State of New York.

                                            THE BANK OF NEW YORK


                                            By
                                               ----------------------
                                            Print Name:
                                            Vice President











                 This document was prepared by FirstEnergy Corp.