Executed in 50 Counterparts of which
                         this is Counterpart No. ______



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


                                    MORTGAGE


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

                      JERSEY CENTRAL POWER & LIGHT COMPANY

                                       to

                   UNITED STATES TRUST COMPANY OF NEW YORK,
                                Successor Trustee


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


                       FIFTY-FOURTH SUPPLEMENTAL INDENTURE
                              FIRST MORTGAGE BONDS,
                 DESIGNATED SENIOR NOTE BANK SERIES DUE 2002


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


                             Dated as of May 1, 2001



      -------------------------------------------------------------------------
                          This instrument prepared by:

                               Marc B. Lasky, Esq.



<PAGE>


                                TABLE OF CONTENTS

PARTIES ...................................................................  1

RECITALS ..................................................................  1

GRANT .....................................................................  5

EXPECTED PROPERTY..........................................................  5

GENERAL SUBJECT CLAUSES....................................................  5

ARTICLE I CONCERNING THE TRUSTEE...........................................  6

   Section 1.01.Acceptance by Trustee of Property in Trust.................  6
   Section 1.02.Recitals by Company........................................  6

ARTICLE II CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE
   BANK BONDS  ............................................................  6

   Section 2.01 Creation of Senior Note Bank Bonds.........................  6
   Section 2.02 Dating of Senior Note Bank Bonds...........................  7
   Section 2.03 Payment of Principal and Interest..........................  7
   Section 2.04 Credits with Respect to Senior Note Bank Bonds ............  7
   Section 2.05 Registration of Senior Note Bank Bonds.....................  7
   Section 2.06.Transferability and Assignability of Senior Note Bank Bonds  7
   Section 2.07 Redemption of Senior Note Bank Bonds.......................  8
   Section 2.08 Mandatory Redemption of Senior Note Bank Bonds.............  8
   Section 2.09 Related Series of Senior Note First Mortgage Bonds.........  8
   Section 2.10 Satisfaction and Discharge.................................  8
   Section 2.11 Form of Senior Note Bank Bonds..... .......................  8

ARTICLE III MISCELLANEOUS.................................................. 14

   Section 3.01 Meaning of Certain Terms................................... 14
   Section 3.02 Original Indenture and Supplemental Indentures
     Ratified and Confirmed................................................ 14
   Section 3.03 Execution in Counterparts.................................. 14

TESTIMONIUM................................................................ 15

SIGNATURES AND SEALS....................................................... 16

ACKNOWLEDGMENTS   ......................................................... 17

CERTIFICATE OF RESIDENCE................................................... 21


<PAGE>


                                    MORTGAGE
                                    --------

      FIFTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 2001,
made and entered into by and between  JERSEY  CENTRAL POWER & LIGHT  COMPANY,  a
corporation  organized  and  existing  under the laws of the State of New Jersey
(hereinafter  called the "Company"),  party of the first part, and UNITED STATES
TRUST COMPANY OF NEW YORK, a bank and trust company organized under the State of
New York bank law,  with its principal  corporate  trust office at 114 West 47th
Street, New York, New York, 10036-1532,  as Successor Trustee under the Original
Indenture   hereinafter  mentioned  (the  Successor  Trustee  being  hereinafter
sometimes called "Trustee"), party of the second part.

      WHEREAS,  the Company has  heretofore  executed and delivered to City Bank
Farmers Trust Company an Indenture dated as of March 1, 1946 (hereinafter called
the  "Original  Indenture"),  to secure the  principal  of and the  interest and
premium (if any) on all bonds at any time issued and outstanding thereunder,  to
declare the terms and  conditions  upon which bonds are to be issued  thereunder
and to subject to the lien thereof certain property therein described; and

      WHEREAS,  United  States  Trust  Company  of New  York  is now  acting  as
Successor Trustee under the Original  Indenture and the indentures  supplemental
thereto hereinafter enumerated; and

      WHEREAS,  the Original  Indenture has heretofore  been  supplemented  by a
First Supplemental Indenture dated as of December 1, 1948, a Second Supplemental
Indenture dated as of April 1, 1953, a Third Supplemental  Indenture dated as of
June 1, 1954, a Fourth  Supplemental  Indenture dated as of May 1, 1955, a Fifth
Supplemental  Indenture  dated  as of  August  1,  1956,  a  Sixth  Supplemental
Indenture dated as of July 1, 1957, a Seventh Supplemental Indenture dated as of
July 1, 1959, an Eighth Supplemental Indenture dated as of June 1, 1960, a Ninth
Supplemental  Indenture  dated as of  November  1,  1962,  a Tenth  Supplemental
Indenture dated as of October 1, 1963, an Eleventh Supplemental  Indenture dated
as of October 1, 1964, a Twelfth Supplemental  Indenture dated as of November 1,
1965,  a  Thirteenth  Supplemental  Indenture  dated as of  August  1,  1966,  a
Fourteenth  Supplemental  Indenture  dated as of  September 1, 1967, a Fifteenth
Supplemental  Indenture  dated as of October 1, 1968,  a Sixteenth  Supplemental
Indenture  dated as of October 1, 1969,  a  Seventeenth  Supplemental  Indenture
dated as of June 1,  1970,  an  Eighteenth  Supplemental  Indenture  dated as of
December 1, 1970, a Nineteenth  Supplemental  Indenture  dated as of February 1,
1971,  a  Twentieth  Supplemental  Indenture  dated as of  November  1, 1971,  a
Twenty-first  Supplemental Indenture dated as of August 1, 1972, a Twenty-second
Supplemental  Indenture dated as of August 1, 1973, a Twenty-third  Supplemental
Indenture  dated as of October 1, 1973, a Twenty-fourth  Supplemental  Indenture
dated as of December 1, 1973, a Twenty-fifth  Supplemental Indenture dated as of
November 1, 1974, a  Twenty-sixth  Supplemental  Indenture  dated as of March 1,
1975,  a  Twenty-seventh  Supplemental  Indenture  dated as of July 1,  1975,  a
Twenty-eighth Supplemental Indenture dated as of October 1, 1975, a Twenty-ninth
Supplemental  Indenture  dated as of February 1, 1976, a Supplemental  Indenture
No. 29A dated as of May 31, 1976, a Thirtieth Supplemental Indenture dated as of



<PAGE>


June 1, 1976, a Thirty-first  Supplemental  Indenture dated as of May 1, 1977, a
Thirty-second   Supplemental   Indenture   dated  as  of  January  20,  1978,  a
Thirty-third Supplemental Indenture dated as of January 1, 1979, a Thirty-fourth
Supplemental  Indenture  dated as of June 1, 1979, a  Thirty-fifth  Supplemental
Indenture dated as of June 15, 1979, a Thirty-sixth Supplemental Indenture dated
as of October 1,  1979,  a  Thirty-seventh  Supplemental  Indenture  dated as of
September 1, 1984, a  Thirty-eighth  Supplemental  Indenture dated as of July 1,
1985,  a  Thirty-ninth  Supplemental  Indenture  dated as of April  1,  1988,  a
Fortieth  Supplemental  Indenture  dated  as of June  14,  1988,  a  Forty-first
Supplemental  Indenture  dated as of April 1, 1989, a Forty-second  Supplemental
Indenture dated as of July 1, 1989, a Forty-third  Supplemental  Indenture dated
as of March 1, 1991, a Forty-fourth  Supplemental Indenture dated as of March 1,
1992,  a  Forty-fifth  Supplemental  Indenture  dated as of October  1, 1992,  a
Forty-sixth  Supplemental  Indenture  dated as of April 1, 1993, a Forty-seventh
Supplemental  Indenture dated as of April 10, 1993, a Forty-eighth  Supplemental
Indenture dated as of April 15, 1993, a Forty-ninth Supplemental Indenture dated
as of October 1, 1993, a Fiftieth  Supplemental  Indenture dated as of August 1,
1994,  a  Fifty-first  Supplemental  Indenture  dated as of August 15,  1996,  a
Fifty-second  Supplemental  Indenture dated as of July 1, 1999 and a Fifty-third
Supplemental  Indenture dated as of November 1, 1999  (hereinafter  respectively
called "First Supplemental  Indenture," "Second Supplemental  Indenture," "Third
Supplemental  Indenture," "Fourth  Supplemental  Indenture," "Fifth Supplemental
Indenture," "Sixth Supplemental  Indenture," "Seventh  Supplemental  Indenture,"
"Eighth   Supplemental   Indenture,"  "Ninth  Supplemental   Indenture,"  "Tenth
Supplemental    Indenture,"   "Eleventh   Supplemental    Indenture,"   "Twelfth
Supplemental   Indenture,"  "Thirteenth   Supplemental  Indenture,"  "Fourteenth
Supplemental   Indenture,"   "Fifteenth   Supplemental   Indenture,"  "Sixteenth
Supplemental  Indenture,"  "Seventeenth   Supplemental  Indenture,"  "Eighteenth
Supplemental   Indenture,"  "Nineteenth   Supplemental   Indenture,"  "Twentieth
Supplemental Indenture," "Twenty-first  Supplemental Indenture,"  "Twenty-second
Supplemental Indenture," "Twenty-third  Supplemental Indenture,"  "Twenty-fourth
Supplemental Indenture,"  "Twenty-fifth  Supplemental Indenture,"  "Twenty-sixth
Supplemental Indenture," "Twenty-seventh Supplemental Indenture," "Twenty-eighth
Supplemental Indenture,"  "Twenty-ninth  Supplemental Indenture,"  "Supplemental
Indenture   No.  29A,"   "Thirtieth   Supplemental   Indenture,"   "Thirty-first
Supplemental Indenture,"  "Thirty-second  Supplemental Indenture," "Thirty-third
Supplemental Indenture,"  "Thirty-fourth  Supplemental Indenture," "Thirty-fifth
Supplemental Indenture," "Thirty-sixth Supplemental Indenture,"  "Thirty-seventh
Supplemental Indenture,"  "Thirty-eighth  Supplemental Indenture," "Thirty-ninth
Supplemental   Indenture,"  "Fortieth  Supplemental   Indenture,"   "Forty-first
Supplemental  Indenture,"  "Forty-second  Supplemental  Indenture," "Forty-third
Supplemental  Indenture,"  "Forty-fourth  Supplemental  Indenture," "Forty-fifth
Supplemental  Indenture," "Forty-sixth  Supplemental Indenture,"  "Forty-seventh
Supplemental  Indenture,"  "Forty-eighth  Supplemental  Indenture," "Forty-ninth
Supplemental   Indenture,"  "Fiftieth  Supplemental   Indenture,"   "Fifty-first
Supplemental Indenture," "Fifty-second Supplemental Indenture," and "Fifty-third
Supplemental Indenture," collectively called "the Supplemental Indentures"), for
the purposes therein expressed; and

      WHEREAS,  the Original Indenture has been recorded in the proper recording
offices  of  the  following  counties  in  the  State  of  New  Jersey  and  the
Commonwealth  of  Pennsylvania  in Books of Mortgages at the pages  respectively
stated as follows:

                                        2


<PAGE>


                                   NEW JERSEY

                                       Mortgage
                    County               Book            Page
                    ------               ----            ----

                    Burlington          360              1 &c
                    Camden              2423             37 &c
                    Essex               I-103            155 &c
                    Hunterdon           439              284 &c
                    Mercer              732              280 &c
                    Middlesex           871              101 &c
                    Monmouth            1365             1 &c
                    Morris              Z-16             1 &c
                    Ocean               385              33 &c
                    Passaic             B-24             1 &c
                    Somerset            386              1 &c
                    Sussex              394              148 &c
                    Union               1474             1 &c
                    Warren              279              191 &c

                                  PENNSYLVANIA

                    Armstrong           213              421 &c
                    Bucks               2133             151 &c
                    Dauphin             N52              1 &c
                    Indiana             200              371 &c
                    Montgomery          7537             1287 &c
                    Northampton         1159             1 &c

; and

      WHEREAS,  the  Supplemental  Indentures  have been  recorded in the proper
recording offices of the appropriate counties in the State of New Jersey and the
Commonwealth of Pennsylvania; and

      WHEREAS,   the  Original  Indenture,   as  the  same  may  be  amended  or
supplemented  from  time  to  time  by  indentures   supplemental   thereto,  is
hereinafter referred to as "the Indenture"; 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 Indenture 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

                                        3


<PAGE>


      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
Indenture 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; and

      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 certificate of
incorporation  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
Indenture  provided,  valid,  binding  and  legal  obligations  of the  Company,
entitled in all respects to the security of the  Indenture,  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; and

      WHEREAS,  the Original Indenture authorizes the Company and the Trustee to
enter into supplemental  indentures for the purpose, among others, of conveying,
transferring  and assigning to the Trustee,  and subjecting to the lien thereof,
additional properties thereafter acquired by the Company; and

      WHEREAS,  the Company  desires to subject  specifically to the lien of the
Indenture  certain  property acquired by the Company since November 1, 1999; and

      WHEREAS,  by the  provisions  of Article XVII of the  Original  Indenture,
indentures  supplemental to the Original Indenture may be executed and delivered
for the purpose of setting  forth the terms,  provisions  and form of the Senior
Note Bank Bonds and  supplementing  the Original  Indenture in a manner which is
not inconsistent  with the provisions  thereof and does not adversely affect the
interests nor modify the rights of outstanding  bonds and for the other purposes
therein more fully set forth; and

      WHEREAS,  the  Company,  in the  exercise  of  the  powers  and  authority
conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate action of its Board of Directors, has fully resolved
and  determined  to make,  execute  and  deliver to the  Trustee a  Fifty-fourth
Supplemental Indenture in the form hereof for the purposes  herein provided; and

      WHEREAS,  the Company  represents  that all  conditions  and  requirements
necessary to make this Fifty-fourth Supplemental Indenture, in the form and upon
the terms hereof, a valid, binding and legal instrument,  in accordance with its
terms,  and for the purposes  herein  expressed,  have been done,  performed and
fulfilled, and the execution and delivery hereof, in the form and upon the terms
hereof, have been in all respects duly authorized.

                                        4


<PAGE>


      NOW THEREFORE, THIS FIFTY-FOURTH  SUPPLEMENTAL INDENTURE WITNESSETH:  That
Jersey Central Power & Light Company, in consideration of the premises,  and the
execution  and  delivery  by  the  Trustee  of  this  Fifty-fourth  Supplemental
Indenture  and for other good and valuable  considerations,  receipt of which is
hereby acknowledged, has granted, bargained, sold, aliened, enfeoffed, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
by these presents does grant, bargain,  sell, alien, enfeoff,  release,  convey,
mortgage,  assign,  transfer,  pledge,  set over and confirm unto United  States
Trust  Company  of New York,  as  Successor  Trustee  as  aforesaid,  and to its
successors in the trust  created by the Original  Indenture and to its and their
successors  and assigns  forever,  all the following  properties of the Company,
that is to say:

                                      FIRST

      All property additions,  as defined in and by Section 1.03 of the Original
Indenture,  acquired by the Company on or after  November 1, 1999,  and prior to
May 1, 2001, and now owned by the Company.

                                     SECOND

      Also all property of the character  and nature  specified in the "Second,"
"Third," "Fourth," "Fifth," and "Sixth"  subdivisions of the granting clauses of
the Original Indenture.

      EXPRESSLY  EXCEPTING  AND  EXCLUDING,   HOWEVER,  from  this  Fifty-fourth
Supplemental  Indenture  and from the lien and operation of the  Indenture,  all
property which, prior to the date of this Fifty-fourth  Supplemental  Indenture,
shall have been  released  from the lien of, or  disposed  of by the  Company in
accordance  with the provisions of the Indenture;  and all the tracts or parcels
of land and  premises  and all  property  of every  kind and type  excepted  and
excluded from, and not heretofore or hereby expressly  subjected to, the lien of
the Original  Indenture by the terms thereof  whether such property was owned by
the Company at the date thereof or has been acquired since that date.

      SUBJECT,   HOWEVER,   except  as  otherwise  expressly  provided  in  this
Fifty-fourth Supplemental Indenture, to the exceptions, reservations and matters
recited in the  Indenture,  to the  reservations,  exceptions,  limitations  and
restrictions contained in the several deeds, grants, franchises and contracts or
other  instruments  through  which the Company  acquired or claims  title to the
aforesaid  property;  and subject also to existing leases, to liens on easements
or rights-of-way  for transmission or distribution  line purposes,  to taxes and
assessments  not  in  default,  to  easements  for  alleys,  streets,  highways,
rights-of-way  and railroads that may run across or encroach upon said lands, to
joint pole and similar  agreements,  to undetermined liens and charges,  if any,
incidental to the construction and other permissible encumbrances, as defined in
the Original  Indenture,  and subject also to the provisions of Section 13.03 of
the original Indenture.

      In  trust,  nevertheless,  upon the  terms  and  trusts  set  forth in the
Indenture.

                                        5


<PAGE>


      AND THIS FIFTY-FOURTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:  That the
Company,  for the considerations  aforesaid,  hereby covenants and agrees to and
with the  Trustee  and its  successors  in the  trust  under the  Indenture,  as
follows:

ARTICLE I

                             CONCERNING THE TRUSTEE

            Section 1.01 Acceptance by Trustee of Property in Trust. The Trustee
                         ------------------------------------------
hereby  accepts the  properties  hereby  mortgaged  and  conveyed to it upon the
trusts  hereinbefore  referred  to and agrees to perform the same upon the terms
and conditions set forth in the Indenture.

            Section  1.02  Recitals  by  Company.   The  Trustee  shall  not  be
                           ---------------------
responsible  in any manner for or with respect to the validity or sufficiency of
this  Fifty-fourth  Supplemental  Indenture,  or the due execution hereof by the
Company, or for or with respect to the recitals and statements contained herein,
all of which recitals and statements are made solely by the Company.

                                   ARTICLE II

                        CREATION, DESCRIPTION AND FORM OF
                           THE SENIOR NOTE BANK BONDS

            Section 2.01 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  Two  Hundred   Sixty-Six   Million   Dollars
($266,000,000),  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 this  Article  I 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 2.01. 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.

                                        6


<PAGE>


            Section 2.02 Dating of Senior Note Bank Bonds. Each Senior Note Bank
                         --------------------------------
Bond shall be dated the date of its authentication.

            Section 2.03 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 2.04  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
Senior Notes shall be surrendered to the Company for cancellation as provided in
Section  4.08 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 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  2.05  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 2.06  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 4.05 or Section 4.08
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

                                        7


<PAGE>


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 2.07 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 5.22 and Section 9.06 of the Indenture
or otherwise or by operation of the maintenance  and  replacement  provisions of
Section 5.07 and Section 9.06 of the Indenture or otherwise or with the proceeds
of released property pursuant to Section 9.06 of the Indenture or otherwise.

            Section 2.08  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.

            Section 2.09 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 2.10  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 4.08 of
the Senior Note Indenture, to the Company for cancellation.

            Section  2.11  Form of  Senior  Note Bank  Bonds.  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 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, with other
terms  thereof to be  appropriately  inserted as provided in Section 2.01 of the
Original Indenture.
                                        8


<PAGE>


                       [FORM OF SENIOR NOTE BANK BONDS]

                      JERSEY CENTRAL POWER & LIGHT COMPANY

            FIRST MORTGAGE BOND, SENIOR NOTE BANK SERIES DUE 2002

$______________                                                    No. _______

      JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation organized and existing
under the laws of the State of New Jersey  (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 specified above,
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 2.01 of the  Fifty-fourth  Supplemental
Indenture  dated  as of May 1,  2001,  supplementing  the  Mortgage  hereinafter
mentioned,  on the interest payment dates provided in said Section 2.01, and, to
the extent permitted by law, to pay interest on overdue interest at the rate per
annum above specified.

      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  mentioned,  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 Bank Series due 2002 (herein called the "Senior Note
Bank  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,
dated as of March 1, 1946,  executed by the Company to City Bank  Farmers  Trust
Company,  Trustee (herein,  together with any indentures  supplemental  thereto,
including,  but  not  by  way  of  limitation,   the  Fifty-fourth  Supplemental
Indenture,  dated as of May 1, 2001, called the "Mortgage"),  under which 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  Bank  Bonds  are  described  in  the  Fifty-fourth
Supplemental  Indenture  dated as of May 1, 2001  between  the  Company  and the
Trustee (the "Fifty-fourth Supplemental Indenture").

                                        9


<PAGE>


      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  Fifty-fourth
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.

      For purposes of Section 4.07 of the Senior Note Indenture, this bond shall
be deemed to be the "Related Senior Note First Mortgage Bonds" in respect of the
Bank 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,  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 except a default  arising from the

                                       10


<PAGE>


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 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 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 Bank Bonds are issuable only in fully  registered form and
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 secured by the lien of the Mortgage.

                                       11


<PAGE>


      The  Senior  Note  Bank  Bonds  shall be  redeemable  as  provided  in the
Fifty-fourth 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.

      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 2.03 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.

      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.

                                       12


<PAGE>


      IN WITNESS  WHEREOF,  JERSEY CENTRAL POWER & LIGHT 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:

                              JERSEY CENTRAL POWER & LIGHT COMPANY


                              By:
                                   -------------------------------------
                                           (Vice) President
Attest:


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

                                       13


<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]


                                   ARTICLE III

                                  MISCELLANEOUS

            Section 3.01  Meaning of certain  Terms.  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 3.02 Original Indenture and Supplemental Indentures Ratified
                         -------------------------------------------------------
and  Confirmed.   As  amended  and  supplemented  by  the  aforesaid  indentures
--------------
supplemental  thereto  and by  this  Fifty-fourth  Supplemental  Indenture,  the
Original  Indenture is in all respects  ratified and  confirmed and the Original
Indenture  and  the   aforesaid   indentures   supplemental   thereto  and  this
Fifty-fourth  Supplemental  Indenture shall be read,  taken and construed as one
and the same instrument.

            Section  3.03   Execution   in   Counterparts.   This   Fifty-fourth
                            -----------------------------
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.

                                       14


<PAGE>


            IN WITNESS WHEREOF,  JERSEY CENTRAL POWER & LIGHT 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  Secretary  or an  Assistant  Secretary  and United
States Trust Company of New York, as Successor  Trustee as aforesaid,  the party
of the second part, in token of its acceptance of the trust hereby created,  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.

                              JERSEY CENTRAL POWER & LIGHT COMPANY


                              By:
                                 ---------------------------------------
                                   T.G Howson
                                   Vice President
ATTEST:


------------------------
   M.E. Gramlich
   Assistant Secretary


Signed, sealed and  delivered  by
  Jersey Central Power & Light Company
  in the presence of:


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


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

                                       15


<PAGE>


                              UNITED STATES TRUST COMPANY
                              OF NEW YORK
                              As Successor Trustee as aforesaid


                              By: -------------------------------
                                    Louis P. Young
                                    Vice President

ATTEST:


-------------------------
   Kevin Fox
   Assistant Secretary


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


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


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

                                       16


<PAGE>


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

      BE IT  REMEMBERED  that on this 26th day of April,  2001  before  me,  the
subscriber,  a  notary  public  in and for said  County  and  State,  personally
appeared M.E. Gramlich,  an Assistant  Secretary of JERSEY CENTRAL POWER & LIGHT
COMPANY,  the corporation named in and which executed the foregoing  instrument,
who, being by me duly sworn according to law, does depose and say and make proof
to my  satisfaction  that she  resides at  Sparta,  New  Jersey;  that she is an
Assistant  Secretary  of JERSEY  CENTRAL  POWER & LIGHT  COMPANY;  that the seal
affixed to said instrument is the corporate seal of said  corporation,  the same
being  well  known to her;  that it was so  affixed by the order of the Board of
Directors  of said  corporation;  that T.G.  Howson is a Vice  President of said
corporation;  that she saw said T.G.  Howson as such  Vice  President  sign such
instrument,  and affix said seal thereto and deliver said  instrument  and heard
him  declare  that he  signed,  sealed  and  delivered  said  instrument  as the
voluntary  act and deed of said  corporation  by its  order  and by order of its
Board of Directors,  for the uses and purposes therein  expressed;  and that the
said M.E.  Gramlich  signed  her name  thereto  at the same time as  subscribing
witness,  and that Jersey  Central Power & Light  Company,  the  mortgagor,  has
received a true copy of said instrument.


                              -------------------------------------------
                                    M.E. Gramlich
                                    Assistant Secretary

                              Subscribed and sworn to
                              before me the day and
                              year aforesaid


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


                              [NOTARIAL SEAL]

                                       17


<PAGE>


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

      BE IT  REMEMBERED  that on this 26th day of April,  2001  before  me,  the
subscriber,  a  notary  public  in and for said  County  and  State,  personally
appeared Kevin Fox, an Assistant Secretary of UNITED STATES TRUST COMPANY OF NEW
YORK, the corporation named in and which executed the foregoing instrument, who,
being by me duly sworn  according to law,  does depose and say and make proof to
my  satisfaction  that he resides at New York, New York; that he is an Assistant
Secretary of UNITED STATES TRUST  COMPANY OF NEW YORK;  that the seal affixed to
said instrument is the corporate seal of said  corporation,  the same being well
known to him; that it was so affixed by him pursuant to authority granted by the
Board of Directors of said corporation;  that Louis P. Young is a Vice President
of said corporation; that he saw said Louis P. Young as such Vice President sign
and deliver said  instrument  and heard him declare that he signed and delivered
said  instrument as the voluntary act and deed of said  corporation  pursuant to
authority  granted by its Board of Directors,  for the uses and purposes therein
expressed;  and that the said Kevin Fox signed his name thereto at the same time
as subscribing witness.


                              --------------------------------------
                                    Kevin Fox
                                    Assistant Secretary

                              Subscribed and sworn to
                              before me the day and
                              year aforesaid


                              --------------------------------------
                              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]

                                       18


<PAGE>



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

      On this 26th day of April,  2001, before me came T.G. Howson, to me known,
who,  being by me duly sworn,  did say that he resides at  Madison,  New Jersey;
that he is a Vice President of JERSEY CENTRAL POWER & LIGHT COMPANY,  one of the
corporations described in and which executed the above instrument; that he knows
the seal of said  corporation;  that the seal affixed to said instrument is such
corporate seal; that said seal was so affixed by order of the Board of Directors
of said  corporation;  and that he signed  his name to said  instrument  by like
order.


                              --------------------------------------
                              Barbara E.Jost
                              Notary Public of New Jersey
                              My Commission Expires August 12, 2001
                              Subscribed and sworn to
                              before me the day and
                              year aforesaid


                              [NOTARIAL SEAL]

                                       19


<PAGE>



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

      On this 26th day of April,  2001,  before me came  Louis P.  Young,  to me
known,  who, being by me duly sworn,  did say that he resides at Plainview,  New
York;  that he is a Vice  President of UNITED  STATES TRUST COMPANY OF NEW YORK,
one of the  corporations  described in and which executed the above  instrument;
that he knows  the seal of said  corporation;  that  the  seal  affixed  to said
instrument is such corporate seal; that said seal was so affixed by authority of
the Board of Directors of said corporation;  and that he signed his name to said
instrument by like authority.

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

                              Subscribed and sworn to
                              before me the day and
                              year aforesaid


                              [NOTARIAL SEAL]

                                       20


<PAGE>



                            CERTIFICATE OF RESIDENCE

      United States Trust Company of New York,  Successor  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


                                       21