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                          Supplemental Indenture No. 1


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                          PENNSYLVANIA ELECTRIC COMPANY

                                       and

                   UNITED STATES TRUST COMPANY OF NEW YORK,

                                     Trustee

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                             Dated as of May 1, 2001

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                           Supplemental to Indenture,
                            dated as of April 1, 1999

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                      Creating A Series of Notes Designated
                       Senior Notes, Bank Series

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<PAGE>


      SUPPLEMENTAL   INDENTURE  NO.  1,  dated  as  of  May  1,  2001,   between
PENNSYLVANIA ELECTRIC COMPANY (hereinafter  sometimes called (the "Company"),  a
corporation  organized  and  subsisting  under the laws of the  Commonwealth  of
Pennsylvania,  and UNITED  STATES  TRUST  COMPANY OF NEW YORK,  as trustee  (the
"Trustee"),  under the Indenture,  dated as of April 1, 1999 (hereinafter called
the "Original Indenture"),  this Supplemental Indenture No. 1 being supplemental
thereto (the Original Indenture as supplemented  hereby, and as it may from time
to  time  be  further  supplemented,   modified,   altered  or  amended  by  any
supplemental  indenture  entered  into in  accordance  with and  pursuant to the
provisions thereof, is hereinafter called the "Indenture").

                             Recitals of the Company

      WHEREAS the Original  Indenture was authorized,  executed and delivered by
the  Company to provide  for the  issuance  from time to time of its Notes (such
term and all other capitalized  terms used herein without  definition having the
meanings  assigned to them in the  Original  Indenture),  to be issued in one or
more series as therein contemplated;

      WHEREAS,  Section 5.06 of the Original Indenture provides that, so long as
any Notes are  Outstanding,  the Company  will not issue,  assume,  guarantee or
permit any Debt  secured by any Lien on any  Operating  Property  of the Company
without effectively securing the Outstanding Notes equally and ratably with such
Debt (but only so long as such Debt is so secured);

      WHEREAS,  Section 5.09 of the Original  Indenture provides that, after the
issuance  of the  first  series  of  Notes,  the  Company  shall  not  issue any
additional First Mortgage Bonds under the First Mortgage;

      WHEREAS,  Section  12.01(a) of the Original  Indenture  provides  that the
Company and the Trustee may,  without the consent of the Holders of any Notes at
the time Outstanding,  enter into an indenture supplemental to the Indenture for
the purposes,  among others, of adding to the security for the Notes and to make
any other change that is not prejudicial to the Holders in any material respect;

      WHEREAS,  the Company  proposes to establish a series of Notes  designated
"Senior  Notes,  Bank  Series" and to be limited in aggregate  principal  amount
(except  as  contemplated  in  Section  2.07  of  the  Original   Indenture)  to
$150,000,000,  such series of Notes and such Notes to be  hereinafter  sometimes
called "Bank Senior Notes";

      WHEREAS,  subject to the terms and  provisions  hereof,  the  Company  may
deliver Senior Note First Mortgage Bonds (as hereinafter defined) to the Trustee
to hold in trust for the benefit of the respective  Holders from time to time of
the Notes or require the Trustee to deliver to the  Company,  for  cancellation,
any and all Senior Note First Mortgage Bonds held by the Trustee; and


<PAGE>


      WHEREAS,  all acts and proceedings  required by law and by the articles of
incorporation and by-laws of the Company,  including all action requisite on the
part of its  shareholders,  directors and  officers,  necessary to make the Bank
Senior Notes,  when executed by the Company,  authenticated and delivered by the
Trustee  and duly  issued,  the  valid,  binding  and legal  obligations  of the
Company,  and to constitute  this  Supplemental  Indenture a valid,  binding and
legal  instrument,  in accordance  with its and their terms,  have been done and
taken; and the execution and delivery of this Supplemental  Indenture No. 1 have
been in all respects duly authorized.

         NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH:

      That in order to  declare  the terms and  conditions  upon  which the Bank
Senior  Notes are, and are to be  authenticated,  issued and  delivered,  and in
consideration  of the premises,  of the purchase and  acceptance of the Notes by
the Holders  thereof and of the sum of one dollar duly paid to it by the Trustee
at the execution of this  Supplemental  Indenture No. 1, the receipt  whereof is
hereby  acknowledged,  the  Company,  intending  to  be  legally  bound  hereby,
covenants and agrees with the Trustee for the equal and proportionate benefit of
the respective Holders from time to time of the Notes, as follows:

                                    ARTICLE I

                             ADDITIONAL DEFINITIONS

      Section  1.01   Applicability  of  Article.   For  all  purposes  of  this
                      --------------------------
Supplemental  Indenture No. 1, except as otherwise  expressly provided or unless
the context otherwise requires, the terms defined in this Article shall have the
meanings herein specified and include the plural as well as the singular.

      Section 1.02  Additional Definitions.
                    ----------------------

      "Administrative  Agent"  shall  mean  The  Chase  Manhattan  Bank,  in its
capacity as Administrative Agent under the Credit Agreement.

      "Credit  Agreement" shall mean the Amended and Restated Credit  Agreement,
dated as of May 1, 2001,  among the Company,  GPU, Inc.,  Jersey Central Power &
Light Company, Metropolitan Edison Company, the lenders parties thereto, and The
Chase  Manhattan  Bank, as  Administrative  Agent,  as amended,  supplemented or
otherwise modified from time to time.

      "Interest Payment Date" shall mean each day upon which interest is payable
on Advances pursuant to the Credit Agreement.

                                        2


<PAGE>


      "Release  Date"  shall  mean the  date  that all  Bank  Senior  Notes  (as
hereinafter defined) have been retired (whether at, before or after the maturity
thereof)  through  payment,  redemption,   purchase,  defeasance  or  otherwise;
provided that the Company  shall have  delivered to the Trustee (A) an Officers'
Certificate  stating  the  existence  of the above  facts and that,  upon giving
effect to the  Release  Date,  no Event of  Default  or event or  condition  the
occurrence or existence of which would,  with the lapse of time or the giving of
notice or both, become an Event of Default will have occurred and be continuing,
(B) the  certificate  of an Expert  required  pursuant  to Section  4.04 of this
Supplemental  Indenture No. 1 and (C) the Officers'  Certificate  and Opinion of
Counsel required pursuant to Section 14.05 of the Original Indenture.

      "Senior Note First  Mortgage  Bonds" shall mean the First  Mortgage  Bonds
issued by the Company  under the First  Mortgage  pursuant  to the  Supplemental
Indenture dated as of May 1, 2001, to the First Mortgage.

      "Senior Note First Mortgage Bond Period" shall mean the period  commencing
on the Collateral Note Delivery Date and ending on the Release Date.

      The  following  terms  shall  have the  meanings  specified  in the Credit
Agreement:  "Advances",  Escrow Agent",  "Escrow Agreement" and "Collateral Note
Delivery Date"

                                   ARTICLE II

                                Bank Senior Notes

      Section 2.01 Bank Senior Notes.  There is hereby  established  a series of

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Notes having the following terms and characteristics:

            (a) the title of the Notes of such  series  shall be "Senior  Notes,
Bank Series"  (such Notes being  hereinafter  sometimes  called the "Bank Senior
Notes");

            (b) the aggregate principal amount of Bank Senior Notes which may be
authenticated   and  delivered   under  the   Indenture   shall  be  limited  to
$150,000,000, except as contemplated in Section 2.07 of the Original Indenture;

            (c)   the Bank Senior Notes shall mature on February 1, 2002;

            (d) the Bank Senior Notes shall bear interest at the rate of ten per
centum (10%) per annum;  interest on the Bank Senior Notes shall accrue from and
including the date of the first  authentication  and delivery of the Bank Senior
Notes,  except as  otherwise  provided  in the form of note  attached  hereto as
Exhibit A;  interest on the Bank Senior Notes shall be payable on each  Interest
Payment  Date and at  Maturity,  and 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;  and interest on the Bank Senior Notes during
any period for which  payment is made shall be computed in  accordance  with the
Credit Agreement;

                                        3


<PAGE>


            (e) the office of the  Trustee in New York,  New York,  shall be the
office or agency of the Company in The City of New York where (i) the  principal
of the Bank Senior  Notes and  interest  payable  thereon at  Maturity  shall be
payable upon presentation thereof, (ii) notices, presentations and demands to or
upon the Company in respect of the Bank  Senior  Notes or the  Indenture  may be
served or made and (iii) Bank Senior Notes may be surrendered  for  registration
of  transfer or  exchange;  interest  payable on the Bank Senior  Notes prior to
Maturity shall be paid by the Company directly to the Holders thereof.

            (f)   the Bank Senior Notes shall not be redeemable, in whole or
in part, at the option of the Company;

            (g) upon (i) the  occurrence of an Event of Default under the Credit
Agreement,  and further upon the condition that, in accordance with the terms of
the Credit  Agreement,  the Commitments shall have been or shall have terminated
and the  Advances  of the Company  shall have been  declared to be or shall have
otherwise become due and payable immediately and the Administrative  Agent shall
have delivered to the Company a notice  demanding  redemption of the Bank Senior
Notes which notice states that it is being delivered  pursuant to Section 6.2 of
the Credit Agreement,  or (ii) the occurrence of an Event of Default relating to
the Company or any Significant Subsidiary of the Company under clause (e) or (f)
of Section  6.1 of the Credit  Agreement,  then all Bank  Senior  Notes shall be
redeemed  immediately at the principal  amount thereof plus accrued  interest to
the date of redemption;

            (h)   the Bank Senior  Notes shall be issued in  denominations  of
$1,000 and any amount in excess thereof;

            (i)   no  service  charge  shall be made for the  registration  of
transfer or exchange of Bank Senior Notes;

            (j)  (i) the  Bank  Senior  Notes  are to be  issued  and  upon  the
Collateral Note Delivery Date, delivered to the Administrative Agent in order to
further evidence the obligation of the Company under the Credit Agreement to pay
the Advances,  to the extent and subject to the limitations set forth in clauses
(ii) and (iii) of this subdivision;

                  (ii) the obligation of the Company to pay interest on the Bank
Senior Notes on any Interest  Payment Date prior to Maturity (a) shall be deemed
to have been satisfied and discharged in full in the event that all amounts then
due in respect of interest  payable on the Advances shall have been paid and (b)
shall be deemed to remain unsatisfied in an amount equal to the aggregate amount
then due in respect of interest  payable on the  Advances and  remaining  unpaid
(not in excess, however, of the amount otherwise then due in respect of interest
on the Bank Senior Notes);

                  (iii) the  obligation  of the Company to pay the  principal of
and accrued  interest on the Bank Senior Notes at or after Maturity (x) shall be
deemed to have  been  satisfied  and  discharged  in full in the event  that all
amounts then due in respect of the  Advances  shall have been paid and (y) shall
be deemed to remain  unsatisfied in an amount equal to the aggregate amount then
due in respect of the Advances and remaining unpaid (not in excess,  however, of
the amount otherwise then due in respect of principal of and accrued interest on
the Bank Senior Notes);
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<PAGE>


                  (iv)  the  Trustee  shall  be  entitled  to  presume  that the
obligation  of the  Company to pay the  principal  of and  interest  on the Bank
Senior  Notes as the same  shall  become due and  payable  shall have been fully
satisfied  and  discharged  unless  and until it shall  have  received a written
notice from the Administrative  Agent,  signed by an authorized officer thereof,
stating  that the  principal  of and/or  interest on the Bank  Senior  Notes has
become due and payable and has not been fully paid, and specifying the amount of
funds required to make such payment;

                  (v) upon the surrender for  cancellation,  at any time or from
time to time,  of Bank Senior  Notes by the  Administrative  Agent as the Escrow
Agent,  the Bank  Senior  Notes so  surrendered  shall be deemed  satisfied  and
discharged and the  obligations of the Company  thereunder  shall be terminated,
and such Bank Senior Notes shall be  cancelled  by the Trustee and  delivered to
the Company;

            (k) in the event of an application by the Administrative Agent for a
substituted Bank Senior Note pursuant to Section 2.07 of the Original Indenture,
the  Administrative  Agent shall not be required to provide any indemnity or pay
any expenses or charges as contemplated in said Section 2.07; and

            (l) the Bank  Senior  Notes  shall have such other  terms as are set
forth in the form of note  attached  hereto as  Exhibit  A, which form is hereby
designated as the form of the Bank Senior Notes.


                                   ARTICLE III


ARTICLE I              DELIVERY OF SENIOR NOTE FIRST MORTGAGE BONDS

      Section 3.01  Issuance of Senior Note First  Mortgage  Bonds.  The Company
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shall,  concurrently  with the initial  authentication  and delivery of the Bank
Senior Notes,  issue the Senior Note First Mortgage Bonds registered in the name
of the Senior Note Trustee in an aggregate principal amount $420,000,000.00. The
Company shall cause the Senior Note First  Mortgage Bonds to be delivered to the
Escrow Agent to hold pursuant to the Escrow Agreement.

      Section  3.02  Delivery of Senior Note First  Mortgage  Bonds.  (a) If the
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Collateral Note Delivery Date shall occur,  the  Administrative  Agent shall, in
accordance with the Credit Agreement and pursuant to the Escrow Agreement, cause
the Escrow Agent to deliver the Senior Note First Mortgage Bonds to the Trustee.

            (b) The Trustee shall receive the Senior Note First  Mortgage  Bonds
from the Escrow Agent and shall hold the Senior Note First Mortgage  Bonds,  and
any and all sums payable thereon or with respect thereto or realized  therefrom,
in trust for the equal and  ratable  benefit of the  holders  of the  Notes,  as
herein provided. All payments made by or on behalf of the Company to the Trustee
on any Senior Note First  Mortgage  Bonds shall be deemed to be a payment by the
Company pursuant to Section 2.12 of the Original  Indenture and shall be applied
by the Trustee or pay, when due, principal of, premium,  if any, and/or interest
on the Notes  and,  to the  extent  so  applied,  shall  satisfy  the  Company's
obligations  on such Notes or shall,  to the extent that an Event of Default has
occurred and shall be continuing,  applied in accordance  with the provisions of
Article VII of the Original Indenture.

                                        5


<PAGE>


            (c) Prior to the  Collateral  Note Delivery  Date, the Trustee shall
have no right, title or interest in or to the Senior Note First Mortgage Bonds.

                                   ARTICLE IV

                        SENIOR NOTE FIRST MORTGAGE BONDS

      Section 4.01 Senior Note First Mortgage Bonds Held By The Trustee.  During
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the Senior Note First Mortgage Bond Period,  the Trustee shall, as the holder of
Senior Note First Mortgage Bonds, attend such meeting or meetings of bondholders
under the First  Mortgage  or, at its option,  deliver  its proxy in  connection
therewith,  as relate to matters with respect to which it is entitled to vote or
consent.  The Trustee shall vote all Senior Note First  Mortgage Bonds then held
by it, or consent with respect thereto,  proportionally with the vote or consent
of the holders of all other First Mortgage Bonds which are outstanding under the
First Mortgage, the holders of which are eligible to vote or consent;  provided,
however,  that the Trustee  shall not so vote in favor of, or so consent to, any
amendment or  modification  of the First Mortgage which, it is were an amendment
or  modification  of this  Indenture,  would require the consent of the Holders,
without the prior consent, obtained in the manner prescribed in Section 12.02 of
the  Original  Indenture,  of the  Holders of  Outstanding  Notes which would be
required under said Section 12.02 for such an amendment or  modification  of the
Indenture.

      Section 4.02 No Transfer of Senior Note First Mortgage Bonds;  Exceptions.
                   ------------------------------------------------------------
Except (i) as required to effect an assignment to a successor trustee under this
Indenture,  (ii) pursuant to Section 4.03 hereof,  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 Trustee shall not
sell,  assign or transfer the Senior Note First  Mortgage  Bonds and the Company
shall issue stop transfer  instructions to the Mortgage trustee and any transfer
agent under the First Mortgage to effect compliance with this Section 4.02.

      Section  4.03  Deliver To The  Company Of All Senior  Note First  Mortgage
                     ---------------------------------------------
Bonds.  On the date when the  obligation  of the  Company to make  payment  with
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respect to the  principal  of all  Senior  Note First  Mortgage  Bonds  shall be
satisfied  or deemed  satisfied  pursuant to Section  4.06  hereof,  the Trustee
shall,  upon  written  request  of the  Company  in  the  form  on an  Officers'
Certificate  and receipt of the  certificate of the Expert  described in Section
4.04  hereof (if such  certificate  is then  required by Section  4.04  hereof),
deliver to the  Company  without  charge  therefor  all of the Senior Note First
Mortgage  Bonds,  together  with such  appropriate  instruments  of  transfer or
release as may be  reasonably  requested by the  Company.  All Senior Note First
Mortgage  Bonds  delivered to the Company in  accordance  with this Section 4.03
shall be delivered by the Company to the Mortgage Trustee for cancellation.

                                        6


<PAGE>


      Section 4.04 Fair Value  Certificate.  If Senior Note First Mortgage Bonds
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are delivered or surrendered to the Company pursuant to Section 4.03 hereof, the
Company shall  simultaneously  therewith deliver to the Trustee a certificate of
an Expert (1) stating  that it is familiar  with the  provisions  of such Senior
Note First  Mortgage  Bonds and of this  Indenture,  (2) stating  the  principal
amount of such  Senior  Note  First  Mortgage  Bonds so  delivered,  the  stated
interest rate (or method of  calculation  of interest) of such Senior Note First
Mortgage  Bonds (if any) and the Stated  Maturity date of such Senior Note First
Mortgage Bonds,  (3) if applicable,  identifying  the Notes,  the payment of the
interest  on and  principal  of which  has been  discharged  hereunder,  and (4)
stating  that  such  delivery  and  release  will  not  impair  the lien of this
Indenture in contravention of the provisions of this Indenture. If, prior to the
Release  Date,  the fair  value  of the  Senior  Note  First  Mortgage  Bonds so
delivered and released, as described in the certificate to be delivered pursuant
to this Section 4.04,  both (1) is equal to or exceeds (A) $25,000 and (B) 1% of
the  principal  amount of the  Outstanding  Notes at the date of release of such
Senior  Note  First  Mortgage  Bonds  and (2)  together  with the fair  value as
described in the certificates to be delivered  pursuant to this Section 4.04, of
all other  Senior  Note  First  Mortgage  Bonds  released  from the lien of this
Indenture since the  commencement of the then current calendar year, is equal to
or exceeds 10% of the principal  amount of the Notes  Outstanding at the date of
release of such Senior Note First Mortgage Bonds, then the certificate  required
by this Section 4.04 shall be delivered by an Expert who shall be independent of
the Company.

            If, in connection  with a release of  outstanding  Senior Note First
Mortgage  Bonds,  the  Company  provides  to the  Trustee  an Opinion of Counsel
stating that the  certificate  described by this Section 4.04 is not required by
law,  such  certificate  shall not be required  to be  delivered  thereunder  in
connection with such delivery or release.

      Section 4.05  Further  Assurances.  During the Senior Note First  Mortgage
                    -------------------
Bond Period, the Company, at its own expense,  shall do such further lawful acts
and things,  and execute and deliver such additional  conveyances,  assignments,
assurances,   agreements,  financing  statements  and  instruments,  as  may  be
necessary  in order to better  assign,  assure and  confirm to the  Trustee  its
interest in the Senior Note First Mortgage Bonds and for maintaining, protecting
and preserving such interest.

      Section 4.06 Senior Note First Mortgage Bonds As Security For Notes. Until
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the  Release  Date and subject to Article V hereof,  Senior Note First  Mortgage
Bonds  delivered  to the  Trustee,  for the benefit of the Holders of the Notes,
shall  constitute  part  of the  trust  estate  and  security  for  any  and all
obligations  of the Company under the Notes,  including,  but not limited to (1)
the full and prompt  payment of the  principal of and  premium,  if any, on such
Notes when and as the same shall become due and payable in  accordance  with the
terms and  provisions  of this  Indenture  or the  Notes,  either at the  Stated
Maturity thereof,  upon acceleration of the Maturity thereof or upon redemption,
and (2) the full and prompt  payment of any  interest  on such Notes when and as
the  same  shall  become  due and  payable  in  accordance  with the  terms  and
provisions of this Indenture or the Notes.

                                        7


<PAGE>


            Notwithstanding anything in this Indenture to the contrary, from and
after the Release  Date,  the  obligation  of the Company to make  payment  with
respect to the  principal  of, and  interest on the Senior  Note First  Mortgage
Bonds shall be deemed  satisfied and discharged as provided in the  supplemental
indenture to the First Mortgage  creating such Senior Note First Mortgage Bonds,
and the Senior  Note First  Mortgage  Bonds  shall cease to secure in any manner
Notes theretofore or subsequently issued.

            The Company shall notify the Trustee  promptly of the  occurrence of
the Release Date. Notice of the occurrence of the Release Date shall be given by
the Trustee to the Holders of the Notes in the manner  provided in Section 14.10
of the Original Indenture not later than 30 days after the Release Date.

                                    ARTICLE V

                               AMENDED PROVISIONS

      Section 5.01  Amended  Provisions.  (a) Section  4.01(a) of the Original
                    -------------------
Indenture is hereby amended to add the following at the end thereof:

                  During the Senior  Note First  Mortgage  Bond  Period,  if the
            Notes  are  deemed  paid and  discharged  pursuant  to this  Section
            4.01(a),  the obligation of the Company to make payment with respect
            to the principal of, and interest on the Senior Note First  Mortgage
            Bonds shall be satisfied  and  discharged  and the Senior Note First
            Mortgage Bonds shall cease to secure the Notes in any manner.

            (a) Clause (v) of Section 5.06 of the  Original  Indenture is hereby
amended  to add the  words  "or when such Debt  consists  of Senior  Note  First
Mortgage Bonds" after the word "above".

            (b) Section 5.09 of the Original  Indenture is hereby amended to add
the words "other than the Senior Note First Mortgage Bonds" at the end thereof.

            (c) Section  7.01(a) of the Original  Indenture is hereby amended by
(i) deleting the word "or" at the end of clause (4) of the first paragraph; (ii)
inserting  the word "or" at the end of clause  (5) of the  first  paragraph  and
(iii)  deleting  the  provisions  thereof  following  clause  (5) of  the  first
paragraph and substituting therefore the following:

            (6) during the Senior Note First  Mortgage Bond Period,  a completed
            default  (as  defined in the First  Mortgage)  has  occurred  and is
            continuing;  provided,  however,  that anything in this Indenture to
            the  contrary  notwithstanding,  the waiver or cure of such  default
            under the First  Mortgage and the  rescission  and  annulment of the
            consequences  thereof under the First  Mortgage  shall  constitute a
            waiver  of  the  corresponding  Event  of  Default  hereunder  and a
            rescission and annulment of the consequences thereof hereunder;

                                        8


<PAGE>


      then,  unless the principal of all of the Notes shall have already  become
      due and  payable,  either  the  Trustee or the  Holders  of a majority  in
      aggregate  principal  amount of the Notes then  Outstanding,  by notice in
      writing to the Company (and to the Trustee if given by such Holders),  may
      declare  the  principal  of and  interest  on all the  Notes to be due and
      payable  immediately  and upon any such  declaration the same shall become
      immediately  due and payable,  anything in this  Indenture or in the Notes
      contained  to the  contrary  notwithstanding  and,  during the Senior Note
      First  Mortgage Bond Period,  upon the Notes being  declared to be due and
      payable,  the Trustee shall  immediately  file with the Mortgage Trustee a
      written  demand for  redemption of all Senior Note First Mortgage Bonds to
      the extent provided in the applicable provisions of the First Mortgage.

            The foregoing  paragraph,  however, is subject to the condition that
      if,  at any time  after the  principal  of the  Notes  shall  have been so
      declared  due and  payable,  and  before  any  judgment  or decree for the
      payment  of the  moneys  due  shall  have  been  obtained  or  entered  as
      hereinafter  provided,  and  during the Senior  Note First  Mortgage  Bond
      Period,  prior to the  acceleration  of all of the  first  mortgage  bonds
      issued and outstanding under the First Mortgage,  the Company shall pay or
      shall  deposit  with  the  Trustee  a sum  sufficient  to pay all  matured
      installments  of interest  upon all of the Notes and the  principal of and
      any premium on any and all Notes  which  shall have  become due  otherwise
      than by acceleration  (with interest on overdue  installments of interest,
      to  the  extent  that  payment  of  such  interest  is  enforceable  under
      applicable  law, and on such principal and any  applicable  premium at the
      rate borne by the Notes to the date of such  payment or  deposit)  and all
      sums  paid  or  advanced  by  the  Trustee   hereunder,   the   reasonable
      compensation,  expenses,  disbursements  and advances of the Trustee,  its
      agents and counsel,  and any other  amounts due the Trustee  under Section
      8.06 hereof, and any and all defaults under this Indenture, other than the
      non-payment of principal of and accrued interest on Notes which shall have
      become due solely by  acceleration  of Maturity,  shall have been cured or
      waived  (including any defaults under the First Mortgage,  as evidenced by
      notice  thereof from the  Mortgage  Trustee to the Trustee) -- then and in
      every such case such payment or deposit shall cause an automatic waiver of
      the Event of  Default  and its  consequences  (including,  if  given,  the
      written demand for redemption of all Senior Note First Mortgage Bonds) and
      shall cause an automatic  rescission and annulment of the  acceleration of
      the Notes;  but no such waiver or rescission and annulment shall extend to
      or shall  affect  any  subsequent  default,  or  shall  impair  any  right
      consequent thereon.

            (d)  Article  VII of the  Original  Indenture  as hereby  amended by
adding a new Section 7.12 thereto as follows:

            Section 7.12 Defaults Under The First Mortgage. In addition to every
                         ---------------------------------
      other  right and remedy  provided  herein,  during  the Senior  Note First
      Mortgage  Bond  Period,  the  Trustee  may  exercise  any  right or remedy
      available  to the  Trustee in its  capacity  as owner and holder of Senior
      Note First Mortgage Bonds which arises as a result of a completed  default
      under the First  Mortgage  whether or not an Event of  Default  under this
      Indenture shall then have occurred and be continuing.

                                        9


<PAGE>


                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

      Section  6.01  Miscellaneous  Provisions.  This  Supplemental  Indenture
                     -------------------------
No. 1 is a supplement to the Original  Indenture.  As heretofore  supplemented
and further  supplemented by this  Supplemental  Indenture No. 1, the Original
Indenture  is in  all  respects  ratified  approved  and  confirmed,  and  the
Original Indenture as heretofore  supplemented and this Supplemental Indenture
No. 1 shall together constitute one and the same instrument.


                                       10



<PAGE>


            IN WITNESS  WHEREOF,  the undersigned,  being duly authorized,  have
executed the  instrument on behalf of the  respective  portion  hereto as of the
date first above written.

                                    PENNSYLVANIA ELECTRIC COMPANY



                                    By:
                                       ---------------------------------------
                                       Name: T. G. Howson
                                       Title: Vice President


                                    UNITED STATES TRUST COMPANY OF
                                    NEW YORK



                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:

                                       11


<PAGE>


                                                                       Exhibit A
                                 [Form of Note]
                        This note is non-transferable,
             except to a successor Administrative Agent under the
                      Credit Agreement referred to herein.

No._______________                                                $___________

                          PENNSYLVANIA ELECTRIC COMPANY

                            SENIOR NOTE, BANK SERIES

                             DUE FEBRUARY 1, 2002

PENNSYLVANIA ELECTRIC COMPANY, a corporation of the Commonwealth of Pennsylvania
(hereinafter sometimes called the Company), for valued received, promises to pay
to





as Administrative Agent under the Credit Agreement  hereinafter referred to (for
the benefit of the Lenders  referred to in such Credit  Agreement) or registered
assigns, the principal sum of



                                                                         DOLLARS

on February 1, 2002,  in coin or currency of the United  States of America which
at the time of  payment  shall be legal  tender  for the  payment  of public and
private  debts,  at the office or agency of the Company in The City of New York,
upon  presentation  hereof,  and on each  Interest  Payment  Date (as defined in
Supplemental  Indenture  No. 1  hereinafter  referred  to),  and at Maturity (as
defined  in  Supplemental  Indenture  No. 1  hereinafter  referred  to),  to pay
interest thereon in like coin or currency at the rate specified below,  from the
date hereof on each Interest  Payment Date until the Company's  obligation  with
respect to such principal sum shall be discharged.

                                       A-1


<PAGE>


            The notes of this series shall bear  interest at the rate of ten per
centum (10%) per annum.  Interest on the notes of this series  during the period
of which  payment  is made  shall be  computed  in  accordance  with the  Credit
Agreement.

            This note is one of an issue of notes of the Company,  issued and to
be issued in one or more series under and equally and ratably secured (except as
any sinking,  amortization,  improvement,  renewal or other fund, established in
accordance  with the  provisions of the  indenture  hereinafter  mentioned,  may
afford  additional  security  for the  notes of any  particular  series)  by the
Indenture,  dated as of April 1, 1999 (the  "Original  Indenture"),  between the
Company and United States Trust Company of New York, trustee (the "Trustee"), as
supplemented  by  Supplemental  Indenture  No.  1,  dated as of May 1, 2001 (the
Original Indenture,  as so supplemented,  and such Supplemental  Indenture being
hereafter   called  the   "Indenture"  and   "Supplemental   Indenture  No.  1",
respectively),  to which Indenture reference is hereby made for a description of
the rights and limitations of rights of the Company, the Trustee and the holders
of said notes with  respect  to any  security  provided  by the  Indenture,  the
powers,  duties and  immunities of the Trustee,  the terms and  conditions  upon
which such notes are and are to be secured,  and the  circumstances  under which
additional  notes may be issued.  The acceptance of this note shall be deemed to
constitute  the consent and  agreement by the holder  hereof to all of the terms
and  provisions  of  the  Indenture.  This  note  is one of a  series  of  notes
designated as the Senior Notes, Bank Series, of the Company.

            The Company has issued and delivered the notes of this series to The
Chase Manhattan Bank, as Administrative Agent (the  "Administrative  Agent") and
for the benefit of the Lenders under the Amended and Restated Credit  Agreement,
dated as of May 1, 2001,  among the Company,  GPU, Inc.,  Jersey Central Power &
Light Company, Metropolitan Edison Company, the lenders parties thereto, and the
Administrative  Agent, as amended,  supplemented or otherwise modified from time
to time (the "Credit  Agreement")  in order to provide  further  evidence of the
obligation  of the  Company  thereunder  to pay  the  Advances  (as  defined  in
Supplement  Indenture  No. 1) and  interest  thereon as  specified in the Credit
Agreement.

            Upon  the  occurrence  of an  Event  of  Default  under  the  Credit
Agreement,  and  further  upon such  additional  conditions  as are set forth in
Section  2.01(g) of  Supplemental  Indenture No. 1 then all notes of this series
shall be redeemed  immediately  at the  principal  amount  thereof  plus accrued
interest to the date of redemption.

            The  obligation  of the Company to pay interest on the notes of this
Series on any  Interest  Payment  Date prior to Maturity  (a) shall be deemed to
have been  satisfied  and  discharged in full in the event that all amounts then
due in respect of interest  payable on the Advances shall have been paid and (b)
shall be deemed to remain unsatisfied in an amount equal to the aggregate amount
then due in respect of interest  payable on the  Advances and  remaining  unpaid
(not in excess, however, of the amount otherwise then due in respect of interest
on the notes of this Series).

                                       A-2


<PAGE>


            The  obligation  of the Company to pay the  principal of and accrued
interest on the notes of this series at or after Maturity (x) shall be deemed to
have been  satisfied  and  discharged in full in the event that all amounts then
due in  respect of the  Advances  shall have been paid or (y) shall be deemed to
remain  unsatisfied  in an  amount  equal to the  aggregate  amount  then due in
respect of the Advances and remaining  unpaid interest (not in excess,  however,
of the amount otherwise then due in respect of principal of and accrued interest
on the notes of the series).

            The  principal  of this note and the  interest  accrued  hereon  may
become or be declared due and payable before the stated maturity hereof,  on the
conditions,  in the manner and at the times set forth in the Indenture, upon the
happening of a default as therein provided.

            This note is non-transferable  except as required to effect transfer
to any  successor  administrative  agent  under the Credit  Agreement,  any such
transfer  to be made at the  office or agency of the  Company in The City of New
York, upon surrender and cancellation of this note, and upon any such transfer a
new note of this series, for the same aggregate  principal amount and having the
same stated maturity date, will be issued to the transferee in exchange herefor.
Prior to due  presentment  for  registration  of  transfer,  the Company and the
Trustee may deem and treat the person in whose name this note is  registered  as
the absolute owner hereof for the purpose of receiving payment and for all other
purposes.  This note,  alone or with  other  notes of this  series,  may in like
manner be  exchanged  at such  office or  agency  for one or more  notes of this
series  of the same  aggregate  principal  amount  and  having  the same  stated
maturity date and interest rate, all as provided in the Indenture.

            No  recourse  shall be had for the  payment of the  principal  of or
interest on this note,  or for any claim based  hereon or  otherwise  in respect
hereof or of the Indenture, against any incorporator,  shareholder,  director or
officer,  as such, past, present or future, of the Company or of any predecessor
or  successor  corporation,  either  directly  or  through  the  Company  or any
predecessor  or successor  corporation,  whether by virtue of any  constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or by
any legal or equitable  proceeding or otherwise  howsoever  (including,  without
limiting the generality of the foregoing,  any proceeding to enforce any claimed
liability of shareholders of the Company,  based upon any theory of disregarding
the  corporate  entity of the  Company or upon any theory  that the  Company was
acting as the agent or instrumentality of the shareholders);  all such liability
being,  by the  acceptance  hereof  and as a part of the  consideration  for the
issuance hereof, expressly waived and released by every holder hereof, and being
likewise waived and released by the terms of the Indenture under which this note
is issued, as more fully provided in said Indenture.

            The Company,  at its option, and subject to the terms and conditions
provided in the Indenture,  will be discharged  from any and all  obligations in
respect of the notes (except for certain  obligations  including  obligations to
register  the  transfer  or  exchange  of the  notes,  replace  stolen,  lost or
mutilated notes,  maintain paying agencies and hold monies for payment in trust,
all as set forth in the  Indenture)  if the  Company  deposits  with the Trustee
cash, U.S. Government  Obligations which through the payment of interest thereon
and  principal  thereof in  accordance  with their terms will provide cash, or a
combination of cash and U.S. Government  Obligations,  in any event in an amount
sufficient,  without  reinvestment,  to pay all the principal of and any premium
and interest on the notes on the dates such payments are due in accordance  with
the terms of the notes.

                                       A-3


<PAGE>


             If an Event of Default shall occur and be continuing, the principal
of the notes may be  declared  due and payable in the manner and with the effect
provided in the Indenture.

            The Indenture permits,  with certain exceptions as therein provided,
the amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the note  holders  under the  Indenture at any time by
the Company  and the Trustee  with the consent of the holders of not less than a
majority in  principal  amount of the  outstanding  notes.  Any such  consent or
waiver by the  holder of this note shall be  conclusive  and  binding  upon such
holder and upon all future  holders of this note and of any note issued upon the
registration  of  transfer  hereof or in exchange  therefor  or in lieu  thereof
whether or not notation of such consent or waiver is made upon the note.

            As set forth in and subject to the provisions of the  Indenture,  no
holder of any notes will have any right to institute any proceeding with respect
to the  Indenture  or for any remedy  thereunder  unless such holder  shall have
previously  given to the Trustee written notice of a continuing Event of Default
with respect to such notes, the holders of not less than a majority in principal
amount of the  outstanding  notes  affected by such Event of Default  shall have
made  written  request  and  offered  reasonable  indemnity  to the  Trustee  to
institute  such  proceeding  as Trustee  and the  Trustee  shall have  failed to
institute  such  proceeding  within  60  days;  provided,   however,  that  such
limitations  do not apply to a suit  instituted  by the  holder  hereof  for the
enforcement  of payment of the principal of and premium or interest on this note
on or after the respective due dates expressed here.

            No reference  herein to the Indenture and to provisions of this note
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this note at the times,  places and rates and the coins or currency
prescribed in the Indenture.

            As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this note may be transferred only as permitted by the legend
hereto.

            All terms used in this note which are defined in the Indenture shall
have the meaning assigned to them.

            This note shall not be valid or become  obligatory  for any  purpose
until the certificate of authentication  hereon shall have been signed by United
States  Trust  Company  of New York,  or its  successor,  as  Trustee  under the
Indenture.

                                       A-4


<PAGE>


            IN WITNESS WHEREOF, the Company has caused this note 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 impressed
or imprinted  hereon and  attested by the manual or  facsimile  signature of its
Secretary or one of its Assistant Secretaries.

Dated
                              PENNSYLVANIA ELECTRIC COMPANY



                              By:
                                 ---------------------------------------
Attest:



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

                                       A-5


<PAGE>


              [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

            This  is  one of  the  notes,  of  the  series  designated  therein,
described in the within-mentioned Indenture.

                                    UNITED STATES TRUST COMPANY
                                   OF NEW YORK



                                    By:
                                       ---------------------------------


                                       A-6