EXECUTED IN 50 COUNTERPARTS OF
                                                WHICH THIS IS COUNTERPART  NO.








                           METROPOLITAN EDISON COMPANY

                                       AND

          UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TRUSTEE

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


                             SUPPLEMENTAL INDENTURE


           (First Mortgage Bonds, Senior Note Bank Series due 2002)


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


                             Dated as of May 1, 2001


<PAGE>


                                TABLE OF CONTENTS
                                                                            Page

Parties...................................................................... 1
Recitals .................................................................... 1
Granting Clauses............................................................. 3
Excepted Property ........................................................... 5
Habendum..................................................................... 5
Subject Clause .............................................................. 5
Grant in Trust .............................................................. 5

ARTICLE I.  SENIOR NOTE BANKS BONDS.......................................... 9
   SECTION 1.01. Creation of Senior Note Bank Bonds............ ............. 9
   SECTION 1.02. Dating of Senior Note Bank Bonds............... ............ 9
   SECTION 1.03. Payment of Principal and Interest............... ........... 9
   SECTION 1.04. Credits with Respect to Senior Note Bank Bonds... .......... 9
   SECTION 1.05. Registration of Senior Note Bank Bonds............ .........10
   SECTION 1.06. Transferability and Assignability of Senior Note Bank Bonds.10
   SECTION 1.07. Redemption of Senior Note Bank Bonds............... ........10
   SECTION 1.08. Mandatory Redemption of Senior Note Bank Bonds..............11
   SECTION 1.09. Related Series of Senior Note First Mortgage Bonds..........11
   SECTION 1.10. Satisfaction and Discharge..................................11
ARTICLE II.  FORM OF THE SENIOR NOTE BANK BONDS..............................11
   SECTION 2.01. Form of Senior Note Bank Bonds..............................11
ARTICLE III.  MISCELLANEOUS..................................................17
   SECTION 3.01. Covenants of the Company............................. ......17
   SECTION 3.02  Indemnification of the Trustee........................ .....17
   SECTION 3.03  Table of Contents and Titles of Articles Not Part...... ....17
   SECTION 3.04. Original Indenture Confirmed as Amended and Supplemented....17
   SECTION 3.05  Execution in Counterparts...................................18

Names and Addresses of debtor and secured party..............................15
Testimonium..................................................................16
Signatures and seals.........................................................17
Acknowledgments..............................................................18
Certificate of Residence.....................................................20


<PAGE>


      THIS  SUPPLEMENTAL  INDENTURE,  dated as of May 1, 2001,  made and entered
into  by  and  between   METROPOLITAN  EDISON  COMPANY,  a  corporation  of  the
Commonwealth of Pennsylvania  (hereinafter sometimes called the "Company"),  and
UNITED STATES TRUST COMPANY OF NEW YORK, a company  organized  under the laws of
the State of New York (hereinafter sometimes called the "Trustee"), as successor
trustee under the Indenture hereinafter referred to.

      WHEREAS,  the Company  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, to secure the
First Mortgage Bonds of the Company, unlimited in aggregate principal amount and
issuable  in  series,  from  time to time,  in the  manner  and  subject  to the
conditions  set  forth in the  Mortgage  (as  hereinafter  defined)  and by said
Original Indenture granted and conveyed unto the Trustee,  upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein  described,  including  property  acquired after the date
thereof, except as therein otherwise provided; and

      WHEREAS,  the Original Indenture,  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 Original Indenture,  certain of said Supplemental  Indentures
and an Instrument of Resignation, Appointment and Acceptance dated as of October
27, 1995 among the Company,  IBJ Schroder Bank & Trust Company and United States
Trust  Company  of New York have been duly  recorded  in  mortgage  books in the
respective  Offices  of the  Recorders  of  Deeds  in and  for the  Counties  of
Pennsylvania in which this Supplemental  Indenture is to be recorded, and in the
mortgage records of Warren County, New Jersey; and

      WHEREAS, the Mortgage provides for the issuance of bonds thereunder in one
or more  series,  the form of each  series  of bonds  and of the  coupons  to be
attached to the coupon bonds, if any, of each series to be  substantially in the
forms set forth therein with such  omissions,  variations  and insertions as are
authorized  or permitted by the Mortgage  and  determined  and  specified by the
Board of Directors of the Company; and

      WHEREAS,  the Company has entered  into an  Indenture  dated as of July 1,
1999 (the "Senior Note Indenture") with 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 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 Bank  Series due 2002"
(hereinafter  sometimes referred to as the "Senior Note Bank Bonds"), which said
Senior Note Bank Bonds are to be  substantially in the form set forth in Article
II hereof with the insertion of numbers, denominations, dated dates, maturities,
redemption  prices and interest rates as determined in accordance with the terms
of the Mortgage; and


<PAGE>


      WHEREAS,  the Senior  Note Bank Bonds  shall be issued to the Senior  Note
Trustee in connection with the issuance by the Company of its Senior Notes, Bank
Series (the "Bank 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 Bank  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 Bank Bonds by the Company and
authentication thereof by the Trustee;

      WHEREAS,  provision  is made in  Sections  5.11 and 17.01 of the  Original
Indenture  for such  further  instruments  and  indentures  supplemental  to the
Original  Indenture  as  may be  necessary  or  proper  (a) to  carry  out  more
effectually the purposes of the Original Indenture;  (b) expressly to subject to
the lien of the Original  Indenture any property  acquired after the date of the
Original  Indenture and intended to be covered thereby,  with the same force and
effect as though included in the granting clauses thereof;  (c) to set forth the
terms and  provisions  of any  series of bonds to be issued and the forms of the
bonds and coupons,  if any, of such series;  (d) to add such further  covenants,
restrictions  or  conditions  for the  protection  of the  mortgaged and pledged
property  and the holders of bonds as the Board of  Directors of the Company and
the Trustee shall consider to be for the protection of the holders of bonds; and
(e) to cure any  ambiguity of the Original  Indenture  which shall not adversely
affect the interests of the holders of the bonds; and

      WHEREAS,  the Company desires to issue the Senior Note Bank Bonds; and the
Company  and the  Trustee  deem it  advisable  to enter  into this  Supplemental
Indenture  for the  purposes  of  carrying  out  the  purposes  of the  Original
Indenture  of setting  forth the terms and  provisions  of the Senior  Note Bank
Bonds, and the form of the Senior Note Bank Bonds; and

      WHEREAS,  it was  intended by the  execution  and delivery of the Original
Indenture  and the aforesaid  Supplemental  Indentures to subject to the lien of
the Original Indenture,  and to grant to the Trustee a security interest in, all
of the  property,  real,  personal  and  mixed,  then  owned by the  Company  or
thereafter  acquired  by the  Company,  as and to the extent set forth  therein,
subject to the provisions thereof, except such property as was therein expressly
excepted  and  excluded  from  the  lien and  operation  thereof;  and it is the
intention  of the  parties  hereto,  by  the  execution  and  delivery  of  this
Supplemental  Indenture,  to provide the Trustee with further assurances by also
creating in favor of the Trustee a security interest, pursuant to the provisions
of the Uniform  Commercial Code, in such of the aforesaid property as may by law
be  subjected to such a security  interest,  except such thereof as is expressly
excepted and excluded as aforesaid or herein; and

      WHEREAS,  the execution and delivery of this  Supplemental  Indenture have
been duly  authorized by the Board of Directors of the Company at a meeting duly
called and held according to law, and all conditions and requirements  necessary
to make this  Supplemental  Indenture a valid,  binding and legal  instrument in
accordance with its terms, for the purposes herein expressed,  and the execution
and delivery  hereof,  in the form and terms  hereof,  have been in all respects
duly authorized;
                                        2


<PAGE>


      NOW,  THEREFORE,  in order  further to secure the payment of the principal
and interest of all bonds  issued and to be issued under the Original  Indenture
and any indenture supplemental thereto,  including this Supplemental  Indenture,
according to their tenor,  purport and effect and the performance and observance
of all the covenants and conditions in said bonds and the Original Indenture and
indentures   supplemental  thereto,   including  this  Supplemental   Indenture,
contained,  and for and in  consideration  of the premises and of the sum of One
Dollar  ($1.00),  lawful money of the United  States of America,  to the Company
duly paid by the Trustee at or before the  unsealing  and delivery  hereof,  and
other valuable  consideration,  the receipt whereof is hereby acknowledged,  and
intending to be legally  bound  hereby,  the Company has executed and  delivered
this  Supplemental  Indenture,  and hath  granted,  bargained,  sold,  released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and
granted a security interest therein, and by these presents doth grant,  bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm,
and  grant  a  security  interest  therein,  subject  to the  provisions  of the
Mortgage,  unto United States Trust Company of New York, as Trustee,  and to its
successors in the trust and to its and their assigns forever, all the properties
of the Company described or mentioned below, that is to say:

      All property, real, personal and mixed, tangible and intangible,  owned by
the  Company  on the date of the  execution  hereof  or which  may be  hereafter
acquired by it (except such  property as is in the Original  Indenture or in any
indenture supplemental thereto, including this Supplemental Indenture, expressly
excepted from the lien and operation of the Original Indenture).

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

      All the electric generating stations,  station sites,  stations,  electric
reserve generating  stations,  substations,  substation sites, steam plants, hot
water plants,  hydro-electric  stations,  hydro-electric station sites, electric
transmission lines, electric  distribution systems,  steam distribution systems,
hot water distribution  systems,  regulator  stations,  regulator station sites,
office  buildings,  storeroom  buildings,  warehouse  buildings,  boiler houses,
plants,  plant sites, service plants, coal, other mineral land mining rights and
privileges,  coal storage  yards,  pole yards,  electric  works,  power  houses,
generators,   turbines,   boilers,  engines,   furnaces,   dynamos,   buildings,
structures,  transformers,  meters,  towers,  poles, tower lines,  cables,  pole
lines,  tanks,  storage holders,  regulators,  pipes,  pipe-lines,  mains,  pipe
fittings,  valves, drips, connections,  tunnels, conduits, gates, motors, wires,
switch racks, switches, brackets,  insulators, and all equipment,  improvements,
machinery,  appliances,  devices,  appurtenances,   supplies  and  miscellaneous
property  for  generating,  producing,  transforming,  converting,  storing  and
distributing  electric energy, steam and hot water,  together with all furniture
and fixtures located in the aforesaid buildings,  and all land on which the same
or any part thereof are situated;

      And all of the real estate, leases, leaseholds (except the last day of the
term of each lease and  leasehold),  and lands owned by the  Company,  including
land located on or adjacent to any river,  stream or other water,  together with
all flowage rights, flooding rights, water rights, riparian rights, dams and dam
sites and rights,  flumes,  canals,  races,  raceways,  head works and diversion
works;
                                        3


<PAGE>


      And  all  of the  municipal  and  other  franchises,  licenses,  consents,
ordinances, permits, privileges, rights, servitudes, easements and rights-of-way
and other  rights in or relating to real  estate or the  occupancy  of the same,
owned by the Company;

      And all of the other  property,  real,  personal  or  mixed,  owned by the
Company,  forming a part of any of the foregoing  property or used or enjoyed or
capable  of  being  used  or  enjoyed  in  connection  therewith  or in  anywise
appertaining thereto, whether developed or undeveloped,  or partially developed,
or whether now equipped and operating or not and wherever  situated,  and all of
the Company's right,  title and interest in and to the land on which the same or
any part thereof are situated or adjacent thereto;

      And  all  rights  for or  relating  to the  construction,  maintenance  or
operation of any of the  foregoing  property  through,  over,  under or upon any
public streets or highways or other lands, public or private;

      And (except as in the Original Indenture or in any indenture  supplemental
thereto,  including this  Supplemental  Indenture,  expressly  excepted) all the
right, title and interest of the Company presently held or hereafter acquired in
and to all other  property  of any of the  foregoing  kinds or any other kind or
nature  appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore described;

      And all the  items of the  kinds  hereinabove  mentioned  including  those
thereof  now owned by the Company and those  thereof  hereafter  acquired by the
Company;

      Also all other land and the buildings  and  improvements  thereon  erected
hereafter acquired;

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

      IT IS HEREBY  AGREED by the  Company  that all the  property,  rights  and
franchises  hereafter  acquired  by the  Company  (except  any  in the  Original
Indenture or in any indenture supplemental thereto,  including this Supplemental
Indenture,  expressly excepted) shall (subject to the provisions of Section 9.01
of the Original Indenture), to the extent permitted by law, be as fully embraced
within this  Supplemental  Indenture as if such property,  rights and franchises
were now owned by the Company and/or specifically  described herein and conveyed
hereby;

                                        4


<PAGE>


      PROVIDED  THAT,  in addition to the  reservations  and  exceptions  herein
elsewhere contained, any property hereinbefore mentioned which has been released
by the  Trustee  from the lien of the  Mortgage or disposed of by the Company in
accordance  with  the  provisions  of the  Mortgage  prior  to the  date  of the
execution and delivery of this Supplemental  Indenture,  and the following,  are
not and are not intended to be granted,  bargained,  sold,  released,  conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed hereunder or to
have a security interest created therein, and are hereby expressly excepted from
this  Supplemental  Indenture  and from the lien and  operation of the Mortgage,
viz.:  (1) cash and shares of stock and  certificates  or  evidence  of interest
therein and obligations (including bonds, notes and other securities) not in the
Original  Indenture or in any indenture  supplemental  thereto,  including  this
Supplemental Indenture, specifically pledged or covenanted so to be or deposited
or delivered hereunder or under any other supplemental indenture; (2) any goods,
wares,  merchandise,  equipment,  materials or supplies held or acquired for the
purpose of sale or resale in the usual course of business or for  consumption in
the operation of any properties of the Company,  and automobiles and trucks; and
(3) all  judgments,  contracts,  accounts and choses in action,  the proceeds of
which the Company is not  obligated  as in the  Original  Indenture  provided to
deposit with the Trustee  hereunder;  provided,  however,  that the property and
rights  expressly  excepted  from  this  Supplemental  Indenture  in  the  above
subdivisions  (2) and (3) shall (to the extent  permitted by law) cease to be so
excepted,  in the event that the  Trustee or a  receiver  or trustee  shall take
possession  of the  mortgaged  and pledged  property  in the manner  provided in
Article X of the Original Indenture,  by reason of the occurrence of a completed
default, as defined in said Article X of the Original Indenture;

      TO HAVE  AND TO HOLD  all  such  properties,  real,  personal  and  mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,  mortgaged,
pledged,  set  over or  confirmed,  or in  which a  security  interest  has been
granted, by the Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust created in the Original  Indenture and its and their
assigns forever;

      SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations
and  restrictions  contained in the several  deeds,  servitudes,  franchises and
contracts or other instruments  through which the Company acquired and/or claims
title to and/or enjoys the use of the properties  mentioned  above;  and subject
also to such servitudes,  easements,  rights and privileges in, over, on, and/or
through said  properties as have been granted to other persons prior to the date
of the execution and delivery of this Supplemental  Indenture;  and subject also
to encumbrances of the character in the Original  Indenture defined as "excepted
encumbrances"  insofar  as the same may attach to any of the  property  embraced
herein;

      IN  TRUST  NEVERTHELESS  upon  the  terms,  trusts,  uses  and  purposes
specifically set forth in the Mortgage;

      AND IT IS HEREBY FURTHER  COVENANTED  AND AGREED,  and the Company and the
Trustee have mutually agreed, in consideration of the premises, as follows:

                                        5

<PAGE>


                                     ARTICLE I.

                               SENIOR NOTE BANK BONDS

SECTION 1.01.  ...Creation of Senior Note Bank Bonds. The Company hereby creates
                  ----------------------------------
a series  of  bonds to be  issued  under  and  secured  by the  Mortgage,  to be
designated and distinguished  from bonds of all other series by the title "First
Mortgage  Bonds,  Senior  Note Bank  Series due 2002." The  aggregate  principal
amount of the Senior Note Bank Bonds which may be  initially  authenticated  and
delivered shall be limited to One Hundred Fifty Million Dollars  ($150,000,000),
shall mature on February 1, 2002, and shall be issued in denominations of $1,000
and any amount in excess thereof. The serial numbers of bonds of the Senior Note
Bank Bonds shall be such as may be approved by any officer of the  Company,  the
execution thereof by any such officer either manually or by facsimile  signature
to be  conclusive  evidence of such  approval.  The Senior Note Bank Bonds shall
bear  interest  at the rate of ten per centum  (10%) per annum;  interest  shall
accrue from and including the date of the first  authentication  and delivery of
the Senior Note Bank Bonds, except as otherwise provided in the form of bond set
forth in Article II hereof and shall be payable on each  Interest  Payment  Date
(as  defined in the Bank  Senior  Notes)  and at  maturity  or upon  redemption.
Interest  on the Senior Note Bank Bonds  during any period for which  payment is
made shall be  computed  in  accordance  with the Bank  Senior  Notes  until the
principal thereof shall have become due and payable. The regular record date for
the  interest  payable  on each  Interest  Payment  Date  shall  be the day next
preceding such Interest Payment Date. Interest payable at maturity shall be paid
to the person to whom  principal  shall be paid.  Interest  on overdue  interest
shall be payable at the rate per annum specified in this Section 1.01. Except as
provided in Sections 2.03, 2.04, 2.05, 8.03 and 17.04 of the Original Indenture,
no Senior  Note Bank  Bonds  shall be  authenticated  and  delivered  after such
initial issue.

      SECTION  1.02.  Dating of Senior Note Bank Bonds.  Each Senior Note Bank
                      --------------------------------
Bond shall be dated the date of its authentication.

      SECTION 1.03.  Payment of Principal  and  Interest.  The principal of, and
                     -----------------------------------
interest on any Senior Note Bank Bond shall be payable, 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 shall be  payable  at the
"office" or agency of the Company in the Borough of  Manhattan,  The City of New
York.

      SECTION  1.04.  Credits with  Respect to Senior Note Bank Bonds.  Upon any
                      -----------------------------------------------
payment (or any deemed payment) of the principal of, and interest on, all or any
portion of the Bank  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 Bank Bonds in a principal amount equal to the principal amount of such Bank
Senior Notes shall, to the extent of such payment of principal, 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,
the Senior  Note Bank Bonds in an equal  principal  amount of the  related  Bank


                                        6

<PAGE>


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 anytime and all
times  conclusively  assume that the  obligation of the Company to make payments
with respect to the principal of, and interest on the Senior Note Bank 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, or premium or interest on, the Bank
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.

      SECTION  1.05.  Registration  of Senior Note Bank Bonds.  Senior Note Bank
                      ---------------------------------------
Bonds are to be  issued to and  registered  in the name of United  States  Trust
Company 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 Bank Senior  Notes and any other  series of Senior  Notes from time to
time outstanding under the Senior Note Indenture.

      SECTION 1.06. Transferability and Assignability of Senior Note Bank Bonds.
                    -----------------------------------------------------------
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 Bank Bonds are not transferable.  The
Senior Note Bank 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 Bank Bond,  but may require the payment
of a sum  sufficient  to cover  any tax or taxes or other  governmental  charges
incident to any exchange, transfer or registration thereof.

      SECTION  1.07.  Redemption  of Senior  Note Bank  Bonds.  Senior Note Bank
                      ---------------------------------------
Bonds  shall  not be  redeemable,  in  whole or in part,  at the  option  of the
Company.

      Senior Note Bank Bonds shall not be  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 1.08.  Mandatory  Redemption of Senior Note Bank Bonds. The Senior
                     -----------------------------------------------
Note Bank Bonds shall be immediately redeemable 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 (i) the Bank  Senior  Notes  have been  called for  redemption  or (ii) 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.

                                        7


<PAGE>


      SECTION 1.09.  Related  Series of Senior Note First  Mortgage  Bonds.  For
                     -----------------------------------------------------
purposes of Section 4.07 of the Senior Note Indenture, this bond shall be deemed
to be the "Related Series of Senior Note First Mortgage Bonds" in respect of the
Bank Senior Notes.

      SECTION 1.10.  Satisfaction and Discharge.  At any time a Bank 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 Series of Senior Note
First Mortgage  Bonds,  subject to the limitations of Section 4.06 of the Senior
Note Indenture, to the Company for cancellation.


                                 ARTICLE II.

                       FORM OF THE SENIOR NOTE BANK BONDS

      SECTION 2.01. Form of Senior Note Bank Bonds.  The form of the Senior Note
                    ------------------------------
Bank Bonds and the Trustee's  authentication  certificate to be endorsed thereon
shall be  substantially as follows,  the maturity date or dates,  denominations,
redemption prices and interest rates thereof to be appropriately inserted.


                       [FORM OF SENIOR NOTE BANK BONDS]

                           METROPOLITAN EDISON COMPANY

            FIRST MORTGAGE BOND, SENIOR NOTE BANK SERIES DUE 2002

$                                                           No.

      METROPOLITAN   EDISON  COMPANY,  a  corporation  of  the  Commonwealth  of
Pennsylvania  (hereinafter  called the "Company"),  for value  received,  hereby
promises to pay to United States Trust Company of New York, as Trustee under the
Company's Indenture dated as of July 1, 1999, or registered assigns,  Dollars on
February  1, 2002,  unless  this Bond shall have been duly  called for  previous
redemption  in whole or in part and payment of the  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,  at said office or agency, in like coin or currency,  from the
date hereof until said  principal sum has been paid or provided for, at the rate
or rates per annum provided for in Section 1.01 of the  Supplemental  Indenture,
dated as of May 1, 2001,  supplementing  the Mortgage,  on the interest  payment
dates provided in said Section 1.01 and, to the extent  permitted by law, to pay
interest on overdue interest at the rate per annum above specified.

                                        8


<PAGE>


      This bond is one of an issue of bonds of the Company (hereinafter referred
to as the "bonds"),  not limited in principal amount,  issuable in series, which
different  series 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 Bank
Series due 2002 (herein  called the "Senior Note Bank Bonds"),  all bonds of all
series  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, called the "Mortgage") dated
November 1, 1944,  executed by the Company to UNITED STATES TRUST COMPANY OF NEW
YORK, as successor  Trustee to GUARANTY TRUST COMPANY OF NEW YORK (herein called
the  "Trustee"),  to which  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 Bank Bonds are described in the  Supplemental  Indenture dated as of
May 1, 2001, 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 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,
Bank Series (the "Bank 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 Bank Senior Notes and any other series of
senior  notes from time to time  outstanding  under the Senior  Note  Indenture.
Payment of principal of, or interest on, the Bank Senior Notes shall  constitute
payments  on this  bond  as  further  provided  herein  and in the  Supplemental
Indenture.

      Interest on this bond shall be computed in accordance with the Bank Senior
Notes.

      Upon any payment of the  principal of, and interest on, all or any portion
of the Bank 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 Bank
Bonds in a principal  amount equal to the  principal  amount of such Bank Senior
Notes shall, to the extent of such payment of principal 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  such
bonds of said series shall be  surrendered  to the Company for  cancellation  as
provided  in Section  4.06 of the Senior  Note  Indenture.  The  Trustee  may at
anytime and all times conclusively  assume that the obligation of the Company to
make  payments with respect to the principal of, and interest on the Senior Note
Bank 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
interest on, the Bank 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.
                                        9


<PAGE>


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

      The Mortgage contains  provisions  permitting the Company and the Trustee,
with the consent of the holders of not less than  seventy-five per cent (75%) in
principal  amount  of all the  bonds  at the  time  outstanding  (determined  as
provided in the Mortgage) evidenced as in the Mortgage provided,  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 centime  (75%) in  principal
amount of the bonds at the time  outstanding of the series affected  (determined
as provided in the Mortgage)  evidenced as in the Mortgage provided,  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,  without the 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.  Any
such consent by the registered 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 Bank Bonds are issuable only in fully  registered  form in
denominations of $1,000 and any amount in excess 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 entitled to any lien or benefit under the Mortgage.

      The  Senior  Note  Bank  Bonds  shall be  redeemable  as  provided  in the
Supplemental Indenture.

      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.

                                       10


<PAGE>


      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
other than for any tax or taxes or other governmental charge required to be paid
by the  Company.  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  shall be had for the payment of the  principal of or interest
on this bond, or for any claim based hereon,  or otherwise in respect hereof, or
based on or in respect of the Mortgage,  against any  incorporator  or any past,
present or future  subscriber  to the  capital  stock,  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
otherwise,  all such  liability  of  incorporators,  subscribers,  stockholders,
officers  and  directors,  as such,  being waived and released by the holder and
owner  hereof  by the  acceptance  of this bond and being  likewise  waived  and
released by the terms of the Mortgage.

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

                                       11


<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

                                       12

<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.


                        UNITED STATES TRUST COMPANY OF NEW YORK


                        By: ____________________________________
                           Authorized Officer


                    [END OF FORM OF SENIOR NOTE BANK BOND]

                                       13


<PAGE>


                                   ARTICLE III

                                  MISCELLANEOUS

      Section 3.01.. Covenants of the Company. So long as any of the senior note
                     ------------------------
bank bonds shall be secured by the lien of the mortgage:

            (a) The term "minimum  provision for depreciation" when used for any
purposes  under the Mortgage and with reference to any period of time shall mean
an amount  computed  pursuant to the  provisions  of Article I, Section 5 of the
Supplemental Indenture dated March 1, 1952.

            (b) Clause (A)(II) of Section 1.06 of the Original  Indenture  shall
be deemed amended as set forth in the quotation  contained in Article I, Section
4 of the Supplemental Indenture dated May 1, 1960.

            (c) The first  sentence of Section  5.20 of the  Original  Indenture
shall be deemed  amended as set forth in the  quotation  contained in Article I,
Section 6 of the Supplemental Indenture dated December 1, 1950.

            (d) The Company will keep and perform the covenants  and  agreements
set forth in Article I, Section 7 of the  Supplemental  Indenture  dated June 1,
1957,  irrespective  of whether  any of the bonds of the series  created by such
Supplemental Indenture shall be then outstanding.

            (e) The Company  will keep and perform  the  covenants  set forth in
Article  I,  Section  4 of the  Supplemental  Indenture  dated  March  1,  1952,
irrespective  of  whether  any of  the  bonds  of the  series  created  by  such
Supplemental Indenture shall be then outstanding.
Indemnification of the Trustee

      SECTION  3.02.  Indemnification  of the  Trustee.  The  Trustee  shall  be
                      --------------------------------
entitled to rely  conclusively on each notice delivered to it by the Senior Note
Trustee or the Company pursuant to the terms of this Supplemental  Indenture for
all  purposes   under  the   Mortgage.   The  Trustee  shall  have  no  duty  or
responsibility  to the  Company or to the  holder or holders of the Senior  Note
Bank Bonds from time to time to verify  independently the information  contained
in any such notice or with  respect to the  determinations  or  calculations  of
interest  which may from time to time or at any given  time be due on the Senior
Note Bank Bonds.

      SECTION 3.03. Table of Contents and Titles of Articles Not Part. The table
                    -------------------------------------------------
of contents and the titles of the Articles of this Supplemental  Indenture shall
not be deemed to be any part thereof.

      SECTION 3.04. Original Indenture Confirmed as Amended and Supplemented. 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 3.05. Execution in Counterparts. 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.

      The debtor and its mailing address are Metropolitan  Edison Company,  2800
Pottsville Pike,  Reading,  Pennsylvania 19605. The secured party and an address
of the secured party from which information concerning the security interest may
be obtained are United States Trust Company of New York, Trustee,  114 West 47th
Street, New York, New York 10036.

                                       15


<PAGE>


      IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY 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 Secretary or an
Assistant Secretary, and UNITED STATES TRUST COMPANY OF NEW YORK has caused this
instrument  to be  signed  in its  name and  behalf  by a Vice  President  or an
Assistant  Vice  President  and its  corporate  seal to be hereunto  affixed and
attested by an Assistant Vice President or an Assistant Secretary, all as of the
day and year first above written.


ATTEST                                    METROPOLITAN EDISON COMPANY


_______________________________           By:________________________________
M. E. Gramlich                               T. G. Howson
Assistant Secretary                          Vice President



Signed, sealed and delivered by said                  [CORPORATE SEAL]
Metropolitan Edison Company
in the presence of


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


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

                                       16


<PAGE>



ATTEST                              UNITED STATES TRUST COMPANY
                                          OF NEW YORK

_______________________________     By:_______________________________
Kevin Fox                              Louis P. Young
Assistant Secretary                    Vice President



Signed,  sealed and delivered by said
United States Trust Company of New York
in the presence of:


                                               [CORPORATE SEAL]
---------------------------------


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


                                       17


<PAGE>


STATE OF NEW JERSEY     :
                        :  ss:
COUNTY OF MORRIS        :

      On this 26th day of April,  2001,  before me,  Barbara  E. Jost,  a Notary
Public for the State and County aforesaid,  the undersigned officer,  personally
appeared  T.G.  Howson,  who  acknowledged  himself  to be a Vice  President  of
Metropolitan Edison Company, a corporation,  and that he as such Vice President,
being  authorized to do so,  executed the foregoing  instrument for the purposes
therein  contained  by signing  the name of the  corporation  by himself as Vice
President.

      IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                       -------------------------------------
                                       Barbara E. Jost
                                       Notary Public of New Jersey
                                       My Commission Expires August 12, 2001
[NOTARIAL SEAL]

                                       18


<PAGE>


STATE OF NEW YORK       :
                        :  ss:
COUNTY OF NEW YORK      :
      On this 26th day of April, 2001, before me, Christine C. Collins, a Notary
Public for the State and County aforesaid,  the undersigned officer,  personally
appeared  Louis P. Young,  who  acknowledged  himself to be a Vice  President of
United States Trust Company of New York, a corporation, and that he as such Vice
President,  being authorized to do so, executed the foregoing instrument for the
purposes therein  contained by signing the name of the corporation by himself as
Vice President.

      IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                       ---------------------------------
                                       Christine C. Collins
                                       Notary Public, State of New York
                                       No. 03-4624735
                                       Qualified in Bronx County
                                       Certificate filed in New York County
                                       Commission Expires March 30, 2002

[NOTARIAL SEAL]

                                       19


<PAGE>


                            CERTIFICATE OF RESIDENCE

      United  States Trust  Company of New York,  Mortgagee  and Trustee  within
named,  hereby certifies that its precise  residence is 114 West 47th Street, in
the Borough of Manhattan, in the City of New York, in the State of New York.


                              UNITED STATES TRUST COMPANY
                              OF NEW YORK


                              By:------------------------------------
                                 Vice President

                                       20