AMENDED
AND RESTATED




CERTIFICATE
OF INCORPORATION




OF




JERSEY
CENTRAL POWER & LIGHT COMPANY




Charter Number
0002020200




Filed:  February
14, 2008




Pursuant to Section
14A:9-5 of the New Jersey Business Corporation Act, Jersey Central Power &
Light Company (hereinafter referred to as the “Corporation”) amends, restates,
and integrates its Certificate of Incorporation, as heretofore amended and
restated, to read as follows:




ARTICLE
I




The name of the
Corporation is JERSEY CENTRAL POWER & LIGHT COMPANY.




ARTICLE
II




The address of the
Corporation’s current registered office is:




Jersey Central Power
& Light Company




c/o
The Corporation Trust Company




820
Bear Tavern Road




West Trenton, New
Jersey  08628




The name of the
Corporation’s current registered agent at such address is:  The
Corporation Trust Company.




ARTICLE
III




The purpose or
purposes for which the Corporation is organized 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 activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act, Title 14A New Jersey
Statutes.















ARTICLE
IV




The aggregate number
of shares which the Corporation is authorized to issue shall be thirty-one
million six hundred thousand (31,600,000) shares, classified as
follows:




A.           Common Stock, sixteen million
(16,000,000) shares, with a par value of ten dollars ($10) each;
and




B.           Cumulative Preferred Stock,
fifteen million six hundred thousand (15,600,000) shares, with no par value, and
with such stated value as may be determined by the Board of
Directors.




ARTICLE
V




The Board of
Directors may adopt an amendment to this Certificate of Incorporation
determining, in whole or in part, the express terms, within the limits set forth
in this Certificate of Incorporation or the New Jersey Business Corporation Act,
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.




ARTICLE
VI




A director or
officer of the Corporation shall not be personally liable to the Corporation or
its shareholders for damages for breach of any duty owed to the Corporation or
its shareholders; except that this Article shall not relieve a director or
officer from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing violation of law or
(c) resulting in receipt by such person of an improper personal
benefit.  As used herein, an act or omission in breach of a person's
duty of loyalty means an act or omission which that person knows or believes to
be contrary to the best interests of the Corporation or its shareholders in
connection with a matter in which he has a material conflict of interest.[NJ
Stat. 14A:2-7(3)]




ARTICLE
VII




The Corporation may
wind up its affairs and dissolve pursuant to a resolution adopted, at a meeting
of shareholders called for such purpose, by the affirmative vote of the holders
of record of shares entitling them to exercise the majority of the voting power
of the Corporation.






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ARTICLE
VIII




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;
provided, however, that the Corporation shall not purchase any of its shares if,
after such purchase, either (a) the Corporation would be unable to pay its debts
as they become due or (b) the Corporation's total assets would be less than its
total liabilities.




ARTICLE
IX




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




ARTICLE
X




The shareholders
shall have no preemptive rights to subscribe for or to purchase from the
Corporation any of the shares of any class of the Corporation hereafter issued
or sold.




ARTICLE
XI




The number of
Directors constituting the current Board of Directors is six, and their names
and addresses are as follows:











Bradley S.
      Ewing
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911
            Mark A.
      Julian
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911Stephen E.
      Morgan
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911
            Gelorma E.
      Persson
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911Donald R.
      Schneider
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911
            Jesse T.
      Williams, Sr
              300 Madison
      Avenue
              Morristown, NJ
      07962-1911





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