Exhibit 4-A-45

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


                      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-THIRD SUPPLEMENTAL INDENTURE
                              FIRST MORTGAGE BONDS,
                      DESIGNATED SENIOR NOTE SERIES E BONDS

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


                          Dated as of November 1, 1999

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


                          This instrument prepared by:


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

                               Marc B. Lasky, Esq.


<PAGE>




TABLE OF CONTENTS
-----------------

PARTIES............................................................         1
RECITALS...........................................................         1
GRANT..............................................................         6
EXCEPTED PROPERTY..................................................         6
GENERAL SUBJECT CLAUSES............................................         6


ARTICLE I.

CONCERNING THE TRUSTEE

SECTION 1.01   Acceptance by Trustee of Property
               in Trust............................................         7

SECTION 1.02   Recitals by Company.................................         7


ARTICLE II.

CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE SERIES E BONDS

SECTION 2.01               Creation of Senior Note Series E
                           Bonds...................................         7

SECTION 2.02               $200,000,000 of Senior Note Series E
                           Bonds issuable..........................         7

SECTION 2.03               Dating, maturity and payment of
                           principal and interest of Senior
                           Note Series E Bonds.....................         7

SECTION 2.04               Payment on Series E Notes
                           sufficient..............................         9

SECTION 2.05               Registered in name of Senior Note
                           Trustee.................................         10

SECTION 2.06               Senior Note Series E Bonds not
                           transferable............................         10

SECTION 2.07               Redemption provisions...................         10

SECTION 2.08               Redemption on demand of Senior
                           Note Trustee............................         11






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<PAGE>


SECTION 2.09               Senior Note Series E Bonds as
                           "Related Senior Note First

                           Mortgage Bonds".........................         11

SECTION 2.10               Surrender of Senior Note Series E
                           Bonds...................................         11
SECTION 2.11               Discharge from and after Release
                           Date....................................         11

SECTION 2.12               Form of Senior Note Series E Bonds......         11


ARTICLE III.

MISCELLANEOUS

SECTION 3.01               Meaning of Certain Terms................         18

SECTION 3.02               Original Indenture and
                           Supplemental Indentures Ratified
                           and Confirmed...........................         18

SECTION 3.03               Execution in Counterparts...............         18

TESTIMONIUM                ........................................         18

SIGNATURES AND SEALS       ........................................         19

ACKNOWLEDGMENTS            ........................................         20

CERTIFICATE OF RESIDENCE   ........................................         24





















                                       ii


<PAGE>





                                    MORTGAGE
                                    --------

         FIFTY-THIRD  SUPPLEMENTAL  INDENTURE,  dated  as  of  the  1st  day  of
November,  1999,  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


<PAGE>


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 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 and a
Fifty-second  Supplemental  Indenture  dated  as of  July 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

                                        2


<PAGE>


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," and "Fifty-second
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:

                                       NEW JERSEY

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

                           Burlington                360               1 &c
                           Camden                    2423              37 &c
                           Essex                     I-10              155 &c
                           Hunterdon                 439               284 &c
                           Mercer                    732               280 &c
                           Middlesex                 871               101 &c
                           Monmouth                  136               1 &c
                           Morris                    Z-1               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

                                        3


<PAGE>



         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

         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 Series E"  (hereinafter
sometimes  referred to as the "Senior  Note Series E Bonds"),  which said Senior
Note Series E Bonds are to be  substantially in the form set forth in Article II
hereof with the  insertion of numbers,  denominations,  date or dates from which
interest shall accrue,  maturities,  interest rates (or method of  determination
thereof),  interest  payment  dates and other terms as  determined in accordance
with the terms of the Indenture; and

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

                                        4


<PAGE>


         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 July 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 Series E 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-third
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-third  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.

         NOW THEREFORE, THIS FIFTY-THIRD 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-third 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:

                                        5


<PAGE>


FIRST

         All  property  additions,  as  defined  in and by  Section  1.03 of the
Original Indenture,  acquired by the Company on or after July 1, 1999, and prior
to November 1, 1999, 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-third
Supplemental  Indenture  and from the lien and operation of the  Indenture,  all
property which,  prior to the date of this Fifty-third  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-third 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.

         AND THIS FIFTY-THIRD  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:

                                        6


<PAGE>


                                   ARTICLE I.

                             CONCERNING THE TRUSTEE.

         SECTION  1.01.  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. The Trustee shall not be responsible in any manner for or
with respect to the validity or  sufficiency  of this  Fifty-third  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 SERIES E BONDS

         SECTION 2.01. The Company hereby creates a series of bonds to be issued
under and secured by the  Indenture,  to be designated  and to be  distinguished
from bonds of all other series by the title "First Mortgage  Bonds,  Senior Note
Series E."

         SECTION  2.02.  An aggregate  principal  amount of Two Hundred  Million
Dollars  ($200,000,000) of Senior Note Series E Bonds,  being  authenticated and
delivered  from time to time,  may  forthwith  be  executed  by the  Company and
delivered to the Trustee and shall be authenticated by the Trustee and delivered
(either before or after the filing or recording  hereof) to or upon the order of
the  designated  officer or  officers  of the  Company  specifying,  among other
things,  the principal  amount of the Senior Note Series E Bonds to be issued on
the specified date of issuance, the numbers,  denominations,  date or dates from
which  interest  shall  accrue,   maturities,   interest  rates  (or  method  of
determination  thereof),  interest  payment dates and other terms of such Senior
Note  Series E Bonds,  upon  receipt by the  Trustee  of the cash,  resolutions,
certificates,  opinions and documents required to be delivered upon the issue of
bonds from time to time as provided in the Indenture.

         SECTION 2.03. Each Senior Note Series E Bond shall be dated the date of
its authentication ("issue date") and shall bear interest from the issue date of
said bond or from the most recent  interest  payment date to which  interest has
been paid or duly  provided  for with respect to the Senior Note Series E Bonds,
except that so long as there is no  existing  default in the payment of interest
on the Senior Note Series E Bonds,  any Senior Note Series E Bond  authenticated
by the Trustee between the

                                        7


<PAGE>


record date (as hereinafter defined) for any interest payment date for such bond
and such interest  payment date shall bear  interest from such interest  payment
date; provided,  however, that if and to the extent the Company shall default in
payment of the interest due on such interest  payment date, then any such Senior
Note Series E Bond shall bear  interest  from the most recent  interest  payment
date to which  interest  has been paid or duly  provided for with respect to the
Senior Note Series E Bonds,  or, if no interest has been paid on the Senior Note
Series E Bonds,  then from its issue date.  All Senior Note Series E Bonds shall
be payable on their  respective  maturity  dates in such coin or currency of the
United  States of  America  as at the time of  payment  is legal  tender for the
payment of public and private  debts,  and shall bear  interest  payable in like
coin or currency,  (i) at the interest rate specified on such Senior Note Series
E Bonds, or in accordance  with the method for  determining  such rate set forth
therein,  payable on the interest  payment dates  specified  pursuant to Section
2.02, and on the maturity date, according to the terms of the Senior Note Series
E Bonds or on prior  redemption or by declaration or otherwise,  commencing with
the interest payment date first following the issue date of said bond; provided,
however,  if the issue date of a Senior Note Series E Bond is between the record
date for an  interest  payment  date and the  interest  payment  date,  interest
payments  on said  bond  will  commence  on the  second  interest  payment  date
following the issue date,  and (ii) at the highest rate of interest borne by any
of the bonds  outstanding  under the Indenture  from such date of maturity until
they shall be paid or payment thereof shall have been duly provided for, and (to
the extent that payment of such interest is enforceable  under  applicable  law)
interest on any overdue  installment of interest shall be payable at the highest
rate of  interest  borne by any of the bonds  outstanding  under the  Indenture.
Principal  of and interest on the Senior Note Series E Bonds shall be payable at
the office or agency of the Company in the Borough of Manhattan, The City of New
York.

         The  persons  in  whose  names  the  Senior  Note  Series  E Bonds  are
registered at the close of business on any record date (as hereinafter  defined)
with  respect to any  interest  payment  date shall be  entitled  to receive the
interest  payable on such  interest  payment  date  (except  that in case of any
redemption  of the Senior Note  Series E Bonds as provided  for herein on a date
subsequent to the record date and prior to such interest payment date,  interest
on such  redeemed  bonds shall be payable only to the date fixed for  redemption
thereof and only against  surrender of such bonds for  redemption  in accordance
with the notice of such  redemption)  notwithstanding  the  cancellation  of any
Senior  Note  Series E Bonds  upon any  registration  of  transfer  or  exchange
subsequent to the record date and prior to such interest payment date; provided,
however, that if, and to the extent, the Company

                                        8


<PAGE>


shall  default in the payment of the interest due on any interest  payment date,
such defaulted  interest shall be paid to the persons in whose names outstanding
Senior Note Series E Bonds are registered on the day  immediately  preceding the
date of payment of such  defaulted  interest or, at the election of the Company,
on a subsequent  record date established by notice given by mail by or on behalf
of the  Company  to the  holders  of  Senior  Note  Series E Bonds not less than
fifteen days preceding such subsequent record date.

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

         SECTION 2.04.  Upon any payment of the principal of,  premium,  if any,
and interest  on, all or any portion of the Series E Notes,  whether at maturity
or prior to  maturity by  redemption  or  otherwise  or upon  provision  for the
payment  thereof  having been made in  accordance  with  Section  5.01(a) of the
Senior Note Indenture, Senior Note Series E Bonds in a principal amount equal to
the  principal  amount of such  Series E Notes and having  both a  corresponding
maturity  date and  interest  rate  shall,  to the  extent  of such  payment  of
principal,  premium, if any, and interest,  be deemed paid and the obligation of
the Company  thereunder  to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium,  if any), Senior Note
Series E Bonds in a principal  amount equal to the related  Series E Notes shall
be  surrendered to the Company for  cancellation  as provided in Section 4.06 of
the  Senior  Note  Indenture.  The  Trustee  may  at  any  time  and  all  times
conclusively  assume that the  obligation  of the Company to make  payments with
respect to the principal of and premium, if any, and interest on the Senior Note
Series E Bonds,  so far as such  payments at the time have become due,  has been
fully  satisfied and discharged  pursuant to the foregoing  sentence  unless and
until the  Trustee  shall have  received a written  notice  from the Senior Note
Trustee  signed  by one of its  officers  stating  (i) that  timely  payment  of
principal  of, or  premium  or  interest  on, the Series E 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.

                                        9


<PAGE>


         SECTION  2.05.  Each  Senior  Note Series E Bond is 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 Series E Notes and any
other series of Senior Notes from time to time outstanding under the Senior Note
Indenture.

         SECTION  2.06.  Except (i) as  required  to effect an  assignment  to a
successor Trustee under the Senior Note Indenture, (ii) pursuant to Section 4.03
or Section  4.06 of the Senior Note  Indenture,  or (iii) in  compliance  with a
final  order  of a court  of  competent  jurisdiction  in  connection  with  any
bankruptcy or reorganization proceeding of the Company, the Senior Note Series E
Bonds are not transferable. The Senior Note Series E Bonds shall be exchangeable
for  other  registered  bonds of the  same  series  and for the  same  aggregate
principal  amount,  in the  manner  and upon the  conditions  prescribed  in the
Indenture,  upon the  surrender  of such  bonds at the  office  or agency of the
Company in the Borough of Manhattan, The City of New York. The Company covenants
and agrees that, notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in  connection  with any  exchange  or transfer of any
Senior Note Series E Bond.

         SECTION  2.07.  (a) Senior  Note  Series E Bonds  shall not be redeemed
except  (i) as set  forth in  Section  2.08  hereof;  and (ii) by the  surrender
thereof  by the  Senior  Note  Trustee  to the  Trustee  for  cancellation  at a
redemption  price of zero upon  redemption of all other series of bonds pursuant
to Section 8.08 of the Indenture.

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

                  (c)  Senior  Note  Series E Bonds  are not  redeemable  by the
operation of the  improvement  fund pursuant to Section 5.22 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.

                                       10


<PAGE>


         SECTION  2.08.  The Senior  Note  Series E Bonds  shall be  immediately
redeemed at a redemption  price of 100% of the principal  amount  thereof,  plus
interest  accrued to the  redemption  date, in whole,  upon a written demand for
redemption  by the Senior Note Trustee  stating that the principal of all Senior
Notes then  outstanding  under the Senior Note Indenture has been declared to be
immediately due and payable  pursuant to the provisions of the first sentence of
Section 8.01(a) thereof.

         SECTION  2.09.  For  purposes  of  Section  4.07  of  the  Senior  Note
Indenture,  the Senior Note  Series E Bonds  shall be deemed to be the  "Related
Senior Note First Mortgage Bonds" in respect of the Series E Notes.

         SECTION 2.10. At any time a Series E Note shall cease to be entitled to
any lien,  benefit or  security  under the Senior  Note  Indenture  pursuant  to
Section  5.01(b)  thereof and the Company  shall have  provided  the Senior Note
Trustee with notice  thereof,  the Senior Note Trustee shall  surrender an equal
principal amount of the Related Senior Note First Mortgage Bonds, subject to the
limitations  of Section  4.06 of the Senior Note  Indenture,  to the Company for
cancellation.

         SECTION 2.11. As provided in Section 4.09 of the Senior Note Indenture,
from and after the Release Date, the  obligations of the Company with respect to
the Senior Note Series E Bonds shall be deemed to be satisfied  and  discharged,
the Senior  Note  Series E Bonds  shall cease to secure in any manner any Senior
Notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.06
of the Senior Note Indenture,  the Senior Note Trustee shall  forthwith  deliver
the Senior Note Series E Bonds to the Company for cancellation.

         SECTION 2.12.  Unless  otherwise  specified in the written order of the
Company  delivered  pursuant to Section  4.07(a) of the Original  Indenture with
respect to any Senior Note Series E Bonds,  the form of the Senior Note Series E
Bonds and the Trustee's authentication  certificate to be endorsed thereon shall
be substantially as follows, the maturity date or dates, denominations, interest
rates (or method of  determination  thereof),  interest  payment dates and other
terms  thereof to be  appropriately  inserted as provided in Section 2.01 of the
Original Indenture.

                      [FORM OF SENIOR NOTE SERIES E BONDS]








                                       11


<PAGE>


                      JERSEY CENTRAL POWER & LIGHT COMPANY

                    FIRST MORTGAGE BOND, SENIOR NOTE SERIES E

$--------------                                                  No. -------

Issue Date                    Interest Rate                      Maturity Date
----------                    -------------                      -------------

Interest Payment Dates:

         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 the Maturity Date
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
Issue Date specified  above,  or from the most recent  Interest  Payment Date to
which  interest has been paid or duly provided for, until said principal sum has
been paid or provided for, at the Interest Rate per annum  specified  above,  on
the Interest  Payment Dates  specified  above and on the maturity date specified
above;  provided,  however,  if the Issue Date is between the record date for an
Interest  Payment Date and the Interest  Payment  Date,  interest  payments will
commence on the second  Interest  Payment Date following the Issue Date; and, to
the extent  permitted by law, to pay interest on overdue interest at the highest
rate of  interest  borne by any of the  bonds  outstanding  under  the  Mortgage
hereinafter mentioned.

         This  bond is one of an  issue of  bonds  of the  Company  (hereinafter
referred to as the "bonds"),  not limited in principal amount except as provided
in the Mortgage hereinafter 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 Series E (herein  called the "Senior Note Series E
Bonds"), all bonds issued and to be issued under and equally and ratably secured
(except insofar as any sinking fund or analogous fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may afford additional
security for the bonds of any  particular  series) by an Indenture,  dated as of
March 1, 1946, executed by the Company to

                                       12


<PAGE>


City Bank Farmers Trust Company,  Trustee (herein,  together with any indentures
supplemental thereto,  including, but not by way of limitation,  the Fifty-third
Supplemental  Indenture,  dated as of November 1, 1999,  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  Series E Bonds  are  described  in the  Fifty-third
Supplemental  Indenture dated as of November 1, 1999 between the Company and the
Trustee (the "Fifty-third Supplemental Indenture").

         Under an  Indenture  dated as of July 1,  1999  (hereinafter  sometimes
referred  to as the  "Senior  Note  Indenture"),  between the Company and United
Trust Company of New York, as trustee (hereinafter  sometimes called the "Senior
Note Trustee"),  the Company will issue,  concurrently with the issuance of this
bond, an issue of notes under the Senior Note Indenture  entitled  Senior Notes,
Series E (the  "Series E 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  Series E Notes and any other  series of
senior  notes from time to time  outstanding  under the Senior  Note  Indenture.
Payment of principal of, or premium,  if any, or interest on, the Series E Notes
shall  constitute  payments on this bond as further  provided  herein and in the
Fifty-third Supplemental Indenture.

         As provided  in Section  4.09 of the Senior  Note  Indenture,  from and
after  the  Release  Date  (as  defined  in  the  Senior  Note  Indenture),  the
obligations  of the  Company  with  respect  to this bond  shall be deemed to be
satisfied  and  discharged,  this bond  shall  cease to secure in any manner any
senior  notes  outstanding  under the Senior Note  Indenture,  and,  pursuant to
Section  4.06 of the Senior  Note  Indenture,  the  Senior  Note  Trustee  shall
forthwith deliver this bond to the Company for cancellation.

         Upon any payment of the principal of, premium, if any, and interest on,
all or any  portion  of the  Series E Notes,  whether  at  maturity  or prior to
maturity by  redemption or otherwise or upon  provision for the payment  thereof
having  been  made  in  accordance  with  Section  5.01(a)  of the  Senior  Note
Indenture,  Senior  Note  Series  E Bonds  in a  principal  amount  equal to the
principal amount of such Series E Notes and having both a corresponding maturity
date and  interest  rate  shall,  to the extent of such  payment  of  principal,
premium, if any, and interest,  be deemed paid and the obligation of the Company
thereunder to make such

                                       13


<PAGE>


payment  shall be  discharged  to such extent and, in the case of the payment of
principal (and premium,  if any), Senior Note Series E Bonds in principal amount
equal to the  related  Series E Notes  shall be  surrendered  to the Company for
cancellation  as provided  in Section  4.06 of the Senior  Note  Indenture.  The
Trustee may at anytime and all times conclusively  assume that the obligation of
the Company to make payments  with respect to the  principal of and premium,  if
any, and interest on the Senior Note Series E Bonds,  so far as such payments at
the time have become due, has been fully  satisfied and  discharged  pursuant to
the  foregoing  sentence  unless and until the  Trustee  shall  have  received a
written  notice  from the  Senior  Note  Trustee  signed by one of its  officers
stating (i) that timely  payment of principal of, or premium or interest on, the
Series E 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 Series E 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
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

                                       14


<PAGE>


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 Series E Bonds are  issuable  only in fully  registered
form and in denominations of $1,000 or any higher integral multiple of $1,000.

         Senior Note  Series E Bonds  shall not be redeemed  except as set forth
below and except by the  surrender  thereof by the  Senior  Note  Trustee to the
Trustee for  cancellation  at a redemption  price of zero upon redemption of all
other series of bonds

                                       15


<PAGE>


pursuant to Section 8.08 of the Mortgage.  In the event the Company  redeems any
Series E Notes prior to maturity in accordance with the provisions of the Senior
Note  Indenture,  the Senior Note Trustee  shall on the same date deliver to the
Company  Senior Note Series E Bonds in principal  amounts  corresponding  to the
Series E Notes so  redeemed,  as  provided  in Section  4.06 of the Senior  Note
Indenture. Senior Note Series E Bonds are not redeemable by the operation of the
improvement  fund  pursuant to Section 5.22 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.

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

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

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

         This  bond is not  transferable  except  (i) as  required  to effect an
assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant
to  Section  4.03 or  Section  4.06 of the Senior  Note  Indenture,  or (iii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company. This bond shall
be exchangeable  for other  registered bonds of the same series and for the same
aggregate principal amount, in the manner and upon the conditions  prescribed in
the  Mortgage,  upon the  surrender of such bonds at the office or agency of the
Company in the Borough of Manhattan, the City of New York. However,

                                       16


<PAGE>


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.

         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

                                       17


<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 SERIES E BOND]


                                  ARTICLE III.

                                  MISCELLANEOUS

         SECTION  3.01.  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. As amended and  supplemented by the aforesaid  indentures
supplemental  thereto  and  by  this  Fifty-third  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-third
Supplemental  Indenture  shall be read,  taken and construed as one and the same
instrument.

         SECTION  3.03.  This  Fifty-third   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.

         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

                                       18


<PAGE>


caused  this  instrument  to be signed in its name and  behalf by an  Authorized
Officer  and its  corporate  seal to be  hereunto  affixed  and  attested  by an
Authorized Officer, all as of the day and year first above written.

                                        JERSEY CENTRAL POWER & LIGHT COMPANY


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

                                                     Vice President

ATTEST:

-----------------------------
  Assistant Secretary

Signed,  sealed and  delivered by
JERSEY  CENTRAL  POWER & LIGHT  COMPANY
in the presence of:

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

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

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

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

                                                     Vice President

ATTEST:

-----------------------------
   Assistant Secretary

Signed,  sealed and  delivered by
UNITED STATES TRUST COMPANY
OF NEW YORK in the presence of:

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

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


                                       19


<PAGE>


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

         BE IT REMEMBERED that on this  ---------- day of November,  1999 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.


                                                     -------------------------
                                                     Assistant Secretary

                                                     Subscribed and sworn to
                                                     before me the day and
                                                     year aforesaid





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

                                                     [NOTARIAL SEAL]










                                       20


<PAGE>



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

      BE IT REMEMBERED that on this --------------- day of November, 1999 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 Hoboken,  New Jersey; 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.

                                                        ---------------------
                                                        Assistant Secretary

                                                        Subscribed and sworn to
                                                        before me the day and
                                                        year aforesaid






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

                                                          [NOTARIAL SEAL]










                                       21


<PAGE>



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


      On this ----------- day of November,  1999, 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.

                                                      -------------------------
                                                      Subscribed and sworn to
                                                      before me the day and
                                                      year aforesaid


                                                      -------------------------
                                                      [NOTARIAL SEAL]






















                                       22


<PAGE>



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


      On this ---------- day of November,  1999,  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.


                                                        ----------------------_
                                                        Subscribed and sworn to
                                                        before me the day and
                                                        year aforesaid


                                                        -----------------------
                                                        [NOTARIAL SEAL]
























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<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











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