Exhibit 4-B-38


                           METROPOLITAN EDISON COMPANY

                                       TO

           UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TRUSTEE


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


                             SUPPLEMENTAL INDENTURE

                  (First Mortgage Bonds, Senior Note Series D)


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

                            Dated as of July 1, 1999








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         THIS SUPPLEMENTAL INDENTURE, dated as of July 1, 1999, made and entered
into  by  and  between   METROPOLITAN  EDISON  COMPANY,  a  corporation  of  the
Commonwealth of Pennsylvania (hereinafter sometimes called the "Company"), party
of the first part, and UNITED STATES TRUST COMPANY OF NEW YORK, a bank and trust
company  organized under the laws of the State of New York as Successor  Trustee
under the Mortgage  (hereinafter  sometimes called the "Trustee"),  party of the
second part.

         WHEREAS,   the  Company  has  heretofore  executed  and  delivered  its
Indenture (hereinafter called the "Original  Indenture"),  dated as of the first
day of November,  1944, to Guaranty Trust Company of New York, as trustee, which
was duly amended and supplemented by various  indentures  supplemental  thereto,
and which is hereby further supplemented by this Supplemental Indenture,  all of
which are herein collectively referred to as the "Mortgage"; and

         WHEREAS, United States Trust Company of New York is now the Successor
Trustee under the Mortgage; and

         WHEREAS,  the Company has entered into an Indenture dated as of July 1,
1999 (the "Senior Note Indenture") with United States Trust Company of New York,
as trustee  (the  "Senior Note  Trustee"),  providing  for the issuance of notes
thereunder  (the "Senior  Notes") from time to time,  and pursuant to the Senior
Note  Indenture the Company has agreed to issue to the Senior Note  Trustee,  as
security for the Senior  Notes,  a new series of bonds under the Mortgage at the
time of  authentication  of each  series of  Senior  Notes  issued  prior to the
Release Date (as defined in the Senior Note Indenture); and

         WHEREAS, for such purposes the Company desires to issue a new series of
bonds and by appropriate  corporate  action in conformity  with the terms of the
Mortgage has duly determined to create a separate  series of bonds,  which shall
be  designated  as "First  Mortgage  Bonds,  Senior Note Series D"  (hereinafter
sometimes  referred to as the "Senior  Note Series D Bonds"),  which said Senior
Note Series D 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 Mortgage; and

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


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         WHEREAS,  all acts and things  prescribed by law and by the charter and
by-laws of the Company  necessary  to make the Senior Note Series D Bonds,  when
executed by the Company and  authenticated  by the  Trustee,  as in the Mortgage
provided,  valid, binding and legal obligations of the Company,  entitled in all
respects to the security of the Mortgage,  have been performed or will have been
performed  prior to  execution of such Senior Note Series D Bonds by the Company
and authentication thereof by the Trustee; and

         NOW,  THEREFORE,  THIS  SUPPLEMENTAL  INDENTURE  WITNESSETH:   That  in
consideration  of the  premises,  and of the sum of One  Dollar  ($1.00)  to the
Company  duly paid by the  Trustee at or before the  ensealing  and  delivery of
these presents,  and for other valuable  considerations,  the receipt whereof is
hereby  acknowledged,  the Company  hereby  covenants and agrees to and with the
Trustee and its successors in the trusts under the Mortgage, as follows:

                                    ARTICLE I

                           SENIOR NOTE SERIES D BONDS

         SECTION 1. The  Company  hereby  creates a series of bonds to be issued
under and secured by the Mortgage, to be designated and to be distinguished from
bonds of all other series by the title "First Mortgage Bonds, Senior Note Series
D."

         SECTION 2. An aggregate  principal  amount of One Hundred Fifty Million
Dollars  ($150,000,000) of Senior Note Series D 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 D 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 D 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 Mortgage.

         SECTION 3. Each  Senior  Note  Series D 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

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provided for with respect to the Senior Note Series D Bonds, except that so long
as there is no  existing  default in the  payment of interest on the Senior Note
Series D Bonds,  any Senior  Note  Series D Bond  authenticated  by the  Trustee
between the 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 D 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 D Bonds,  or, if no interest  has been paid on
the Senior Note Series D Bonds, then from its issue date. All Senior Note Series
D 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 D Bonds,  or in  accordance  with the method for  determining
such rate set forth  therein,  payable on the interest  payment dates  specified
pursuant to Article I,  Section 2, and on the  maturity  date,  according to the
terms of the Senior Note Series D 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 D 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 Mortgage 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 Mortgage.  Principal of and interest on the Senior
Note  Series D 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  D 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 D 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

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such  redemption)  notwithstanding  the cancellation of any Senior Note Series D
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 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 D 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 D
Bonds not less than fifteen (15) 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 D 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 4. Upon any payment of the principal of,  premium,  if any, and
interest  on, all or any  portion of the Series D 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  D Bonds  in a  principal  amount  equal to the
principal amount of such Series D 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), the Senior Note Series D
Bonds in a  principal  amount  equal  to the  related  Series  D 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 D
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 D Notes has not been so made,  (ii) that the
Company is in arrears as to the payments required to be made by

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it to the Senior Note Trustee  pursuant to the Senior Note Indenture,  and (iii)
the amount of the arrearage.

         SECTION  5.  Each  Senior  Note  Series D 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 D Notes and any
other series of Senior Notes from time to time outstanding under the Senior Note
Indenture.

         SECTION  6.  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 D
Bonds are not transferable. The Senior Note Series D Bonds shall be exchangeable
for  other  registered  bonds of the  same  series  and for the  same  aggregate
principal  amount,  in the  manner  and upon the  conditions  prescribed  in the
Mortgage,  upon the  surrender  of such bonds at the  "office"  or agency of the
Company in the Borough of Manhattan, The City of New York. The Company covenants
and agrees that, notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in  connection  with any  exchange  or transfer of any
Senior Note Series D Bond.

         SECTION 7. (a) Senior Note Series D Bonds shall not be redeemed  except
(i) as set forth in Article  I,  Section 8 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 Mortgage.

         (b) In the  event  the  Company  redeems  any  Series D 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 the Senior
Note Series D Bonds in principal amounts  corresponding to the Series D Notes so
redeemed, as provided in Section 4.06 of the Senior Note Indenture.

         (c) Senior Note Series D Bonds are not  redeemable  by the operation of
the  improvement  fund pursuant to Section 5.07 and Section 9.06 of the Mortgage
or  otherwise,  by  operation  of the  maintenance  and  replacement  provisions
pursuant to Sections  5.08 and 9.06 of the  Mortgage or  otherwise,  or with the
proceeds  of  released  property  pursuant  to Section  9.06 of the  Mortgage or
otherwise.

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         SECTION 8. The Senior Note Series D 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 9. For purposes of Section  4.07 of the Senior Note  Indenture,
the Senior Note Series D Bonds  shall be deemed to be the  "Related  Senior Note
First Mortgage Bonds" in respect of the Series D Notes.

         SECTION  10. At any time a Series D 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 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 D Bonds shall be deemed to be satisfied  and  discharged,
the Senior  Note  Series D 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 D Bonds to the Company for cancellation.

                                   ARTICLE II

                     FORM OF THE SENIOR NOTE SERIES A BONDS

         SECTION 1.  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 D Bonds,  the form of the Senior Note Series D
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.

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                      [FORM OF SENIOR NOTE SERIES A BONDS]

                           METROPOLITAN EDISON COMPANY

                    FIRST MORTGAGE BOND, SENIOR NOTE SERIES A

$                                                             No.

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

         Interest Payment Dates:

         METROPOLITAN  EDISON  COMPANY,  a corporation  of the  Commonwealth  of
Pennsylvania  (hereinafter  called the "Company"),  for value  received,  hereby
promises to pay to United States Trust Company of New York, as Trustee under the
Company's   Indenture  dated  as  of  July  1,  1999,  or  registered   assigns,
_______________  Dollars on 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 D (herein  called the "Senior Note Series D
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

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additional  security  for the  bonds of any  particular  series)  by a  Mortgage
(herein,   together  with  any  indentures   supplemental  thereto,  called  the
"Mortgage")  dated  November 1, 1944,  executed by the Company to GUARANTY TRUST
COMPANY OF NEW YORK 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 D Bonds are
described  in the  Supplemental  Indenture  dated as of July 1, 1999 between the
Company and the Trustee (the "Supplemental Indenture").

         Under an  Indenture  dated as of July 1,  1999  (hereinafter  sometimes
referred  to as the  "Senior  Note  Indenture"),  between the Company and United
Trust Company of New York, as trustee (hereinafter  sometimes called the "Senior
Note Trustee"),  the Company will issue,  concurrently with the issuance of this
bond, an issue of notes under the Senior Note Indenture  entitled  Senior Notes,
Series D (the  "Series D 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 D Notes. Payment of principal of, or
premium, if any, or interest on, the Series D Notes shall constitute payments on
this bond as further provided herein and in the 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 D 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  D Bonds  in a  principal  amount  equal to the
principal amount of such Series D 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

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Series D Bonds in a principal  amount equal to the related  Series D 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 D 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 D 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 Bond" in respect
of the Series D 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,  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, 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 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 the Mortgage,  or
in case the rights under the Mortgage of the holders of bonds of

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

         The Senior  Note  Series D 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 pursuant to Section 8.08 of the Mortgage. In the event

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the Company  redeems any Series D 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 D Bonds in principal amounts
corresponding to the Series D Notes so redeemed,  as provided in Section 4.06 of
the Senior Note Indenture.  Senior Note Series D Bonds are not redeemable by the
operation of the  improvement  fund pursuant to Section 5.07 and Section 9.06 of
the  Mortgage or  otherwise,  by operation of the  maintenance  and  replacement
provisions  pursuant to Sections 5.08 and 9.06 of the Mortgage or otherwise,  or
with the proceeds of released  property pursuant to Section 9.06 of the Mortgage
or otherwise.

         The Senior  Note  Series D 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,
notwithstanding the provisions of Section 2.05 of the Mortgage,

                                       11


<PAGE>


no charge shall be made upon any  registration  of transfer or exchange of bonds
of said  series.  The Company  and the  Trustee,  any paying  agent and any bond
registrar may deem and treat the person in whose name this bond is registered as
the absolute  owner hereof,  whether or not this bond shall be overdue,  for the
purpose of receiving  payment and for all other purposes and neither the Company
nor the Trustee nor any paying agent nor any bond registrar shall be affected by
any notice to the contrary.

         No  recourse  under  or upon  any  obligation,  covenant  or  agreement
contained in the Mortgage,  or in any bond or coupon thereby secured, or because
of any indebtedness thereby secured,  shall be had against any incorporator,  or
against any past, present or future stockholder,  officer or director,  as such,
of the Company or of any successor  corporation,  either directly or through the
Company  or any  successor  corporation  under  any  rule  of  law,  statute  or
constitution,  or by the  enforcement  of any  assessment  or by  any  legal  or
equitable proceeding or otherwise; it being expressly agreed and understood that
the  Mortgage,  and  the  obligations  thereby  secured,  are  solely  corporate
obligations,  and that no personal  liability  whatever  shall  attach to, or be
incurred by, such incorporators,  stockholders,  officers or directors, as such,
of the Company or of any  successor  corporation,  or any of them because of the
incurring of the indebtedness thereby authorized or under or by reason of any of
the obligations,  covenants or agreements contained in the Mortgage or in any of
the bonds or coupons thereby secured, or implied therefrom.

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

                                       12


<PAGE>



         IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY has caused this bond to
be signed in its name by the manual or facsimile  signature of its  President or
one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
affixed  hereto  and  attested  by the  manual  or  facsimile  signature  of its
Secretary or one of its Assistant Secretaries.

Dated:

                                            METROPOLITAN EDISON COMPANY


                                            By -------------------------------
                                            (Vice) President

Attest:


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







                                       13


<PAGE>




                         [FORM OF TRUSTEE'S CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This bond is one of the bonds of the series herein designated, provided
for in the within-mentioned Mortgage.

                            UNITED STATES TRUST COMPANY OF NEW YORK

                            By: -----------------------------------
                                Authorized Officer



                   [END OF FORM OF SENIOR NOTE SERIES A BOND]
























                                       14


<PAGE>



                                   ARTICLE III

                    Subjecting Certain Property Specifically

                           to the Lien of the Mortgage

         AND  THIS   SUPPLEMENTAL   INDENTURE   FURTHER   WITNESSETH:   That  in
consideration  of the  premises,  and of the sum of One  Dollar  ($1.00)  to the
Company  duly paid by the  Trustee at or before the  ensealing  and  delivery of
these  presents,  Metropolitan  Edison  Company has  granted,  bargained,  sold,
aliened, enfeoffed, released, conveyed, assigned, transferred, pledged, set over
and confirmed,  and by these presents does grant, bargain, sell, alien, enfeoff,
release,  convey,  assign,  transfer,  pledge, set over and confirm, unto United
States Trust Company of New York, as Trustee,  and to its successors and assigns
forever, all of the following described property, to wit:

         All property, real, personal and mixed, tangible and intangible,  owned
by the Company,  or in which it owns an interest,  on the date of the  execution
hereof, or (subject to the provisions of Article XIII of the Mortgage) which may
hereafter be acquired by it, wheresoever  situate,  and necessary or appropriate
to the public  utility plant and business of the Company and to its operation as
a going concern,  except such property as is hereinafter  expressly  excepted an
excluded from the lien and operation of the Mortgage.

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

                                     FIRST.

                                PARCEL NUMBER ONE

                                STRABAN SUB SITE

         ALL THAT CERTAIN tract of land situate in Straban Township, Adams
County,  Pennsylvania,  being  the  same  premises  granted  and  conveyed  unto
Metropolitan  Edison  Company,  d/b/a GPU  Energy by Robert W.  Paris,  Sr.  and
Margaret A. Paris,  husband and wife, and Robert W. Paris,  Jr., single, by Deed
dated June 18, 1997,  recorded  June 20, 1997,  in Adams County Record Book Vol.
1392, Page 339.






                                       15


<PAGE>


                                PARCEL NUMBER TWO

                      DELAWARE TOWNSHIP COMMUNICATION SITE

         ALL THAT CERTAIN parcel or tract of land situate partly in the Township
of  Delaware  and  partly  in the  Township  of  Dingman,  County  of Pike,  and
Commonwealth of Pennsylvania,  being the same premises granted and conveyed unto
Metropolitan Edison Company,  d/b/a/ GPU Energy, by Susan Hines, single, by Deed
dated August 19, 1997,  recorded  August 20,  1997,  in Pike County  Record Book
1396, Page 300.

                               PARCEL NUMBER THREE

                             FREDERICKSBURG SUB SITE

         ALL THAT CERTAIN  tract of land,  situate in Bethel  Township,  Lebanon
County,  Pennsylvania,  being  the  same  premises  granted  and  conveyed  unto
Metropolitan  Edison Company,  d/b/a GPU Energy,  by Glenn L. Heagy and Carol L.
Heagy,  husband and wife,  by Deed dated and recorded  April 6, 1998, in Lebanon
County Record Book 338, Page 860.

                               PARCEL NUMBER FOUR

                     SOUTH LEBANON TOWNSHIP 230 kV LINE SITE

         ALL THAT  CERTAIN  parcel  or tract of land  situate  in South  Lebanon
Township, County of Lebanon,  Pennsylvania,  being the same premises granted and
conveyed unto Metropolitan Edison Company,  d/b/a GPU Energy, by Robert B. Heist
and  Katharine  L. Heist,  his wife,  by Deed dated March 1, 1999,  and recorded
March 25, 1999, in Lebanon County Record Book 348, Page 1106.

                                     SECOND.

         Also  all  power  houses,  plants,  buildings,  distributing  stations,
substations,  transforming  stations  and  other  structures  for or used for or
intended for use in connection with the manufacture, generation, transmission or
furnishing of electricity,  and the machinery,  fixtures, fittings and equipment
thereof or appurtenant  thereto,  including,  without limiting the generality of
the foregoing,  all dynamos,  engines,  turbines,  boilers,  pumps,  generators,
transformers, converters, regulators, exciters, meters, shafting and belting and
all other  apparatus and  appliances  for  generating or producing  electricity,
which are owned by the Company, or in which it owns an interest,  on the date of
the  execution  hereof or  (subject  to the  provision  of  Article  XIII of the
Mortgage)  which may be  hereafter  acquired  by it,  wheresoever  situate,  and
necessary or appropriate to the

                                       16


<PAGE>


public utility plant and business of the Company and to its operation as a going
concern,  except such property as is hereinafter expressly excepted and excluded
from the lien and operation of the Mortgage.

                                     THIRD.

         Also all  transmission  and  distribution  lines and  systems,  whether
underground,  surface  or  overhead,  for or  used  for or  intended  for use in
connection  with the  transmission  and  distribution  of  electricity,  and the
conduits,  poles, cross arms, insulators,  transformers,  cables, wires, meters,
fixtures,  tools,  supplies and all other  apparatus  and  appliances  connected
therewith or appurtenant  thereto which are owned by the Company, or in which it
owns an  interest,  on the  date of the  execution  hereof  or  (subject  to the
provisions of Article XIII of the Mortgage)  which may be hereafter  acquired by
it.

                                     FOURTH.

         Also  all  franchises,   immunities,   privileges,  permits,  licenses,
easements  and  rights  of  way  authorizing,  permitting  or  facilitating  the
erection,  maintenance or operation  upon,  over or under any streets,  avenues,
highways,  alleys,  lanes,  walks,  parks and other public places in any county,
city,  borough,  town,  township  or village or upon,  over or under any private
property of poles, towers, wires, conduits,  mains, pipes or other structures or
apparatus for the  transmission  or  distribution  of  electricity  or otherwise
relating  to  the  business  of   producing,   transmitting   and   distributing
electricity, which are owned by the Company, or in which it owns an interest, on
the date of the execution  hereof or (subject to the  provisions of Article XIII
of the Mortgage) which may be hereafter acquired by it.

                            GENERAL SUBJECT CLAUSES.

         SUBJECT,  HOWEVER,  to the  reservations,  mining  rights,  exceptions,
conditions,  limitations  and  restrictions  contained  in  the  several  deeds,
franchises and contracts or other instruments through which the Company acquired
or  clams  title to or  enjoys  the use of said  properties;  to  statutory  and
municipal  requirements  relating  to land and  buildings;  to the rights of the
public  and  others in  streets,  roads and  highways,  opened,  or laid out but
unopened,  crossing or bounding any of the said parcels; to the rights of owners
abutting  thereon in any stream,  drain or ditch crossing or bounding any of the
said parcels; to the rights of the Commonwealth of Pennsylvania in and to any of
the lands located in any streams or rivers abutting any of the said parcels; and
to the rights of electric,  gas, telephone,  telegraph and pipeline companies to
maintain and operate pole lines and gas

                                       17


<PAGE>


and petroleum products mains and pies over or through any of the said parcels or
on or in the streets,  roads or highways abutting thereon as the same existed at
the time of  acquisition  of said parcels by the Company;  and to any  easements
visible  on the ground at the time of such  acquisition,  but not  evidenced  by
recorded agreements or grants.

                                EXCEPTED PROPERTY

         EXPRESSLY  EXCEPTING AND  EXCLUDING,  HOWEVER,  from this  Supplemental
Indenture and from the lien and operation hereof, all property of every kind and
type excepted and excluded from the Mortgage by  subdivisions  II (to the extent
that such real estate is still owned by the  Company)  and III under the heading
"Excepted  Property"  therein to the extent  there  indicated  and  reference is
hereby made to said Mortgage for a description thereof.

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

         TO HAVE AND TO HOLD the property covered by this Supplemental Indenture
or intended so to be to the Trustee, its successors and assigns,  forever,  upon
and subject to the trusts,  uses,  condition,  covenants  and  provisions of the
Mortgage.

                                       18


<PAGE>



                                   ARTICLE IV

                                  MISCELLANEOUS

         SECTION 1. The Trustee,  for itself and its  successors in said trusts,
hereby accepts the conveyance,  transfer and assignment of the property included
in this Supplemental  Indenture upon the trusts,  terms and conditions expressed
in the Mortgage.

         SECTION 2. 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. As amended  and  supplemented  by the  aforesaid  indentures
supplemental thereto and by this Supplemental Indenture,  the Original Indenture
is in all respects  ratified and  confirmed  and the Original  Indenture and the
aforesaid indentures  supplemental thereto and this Supplemental Indenture shall
be read, taken and construed as one and the same instrument.

         SECTION 4. This Supplemental Indenture shall be simultaneously executed
in several counterparts,  and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.

         SECTION 5. The recitals of fact contained herein and in the Senior Note
Series D Bonds  (other than the  Trustee's  certificate  of  authentication  and
certification  of residence) shall be taken as the statements of the Company and
the Trustee assumes no responsibility for the correctness of the same.

                                       19


<PAGE>


         IN WITNESS  WHEREOF,  METROPOLITAN  EDISON 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,  party of the second
part,  has  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.

ATTEST:                                    METROPOLITAN EDISON COMPANY

---------------------                      By:-------------------------------
(Assistant) Secretary                          (Vice) President


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

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


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


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

--------------------------------              By:---------------------------
  Assistant Secretary                             Vice President


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

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


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






                                       20


<PAGE>


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

         BE IT REMEMBERED that on this ---------- day of ------, 1999 before me,
the  subscriber,  a notary  public in and for said County and State,  personally
appeared ---------------------,  an (Assistant) Secretary of METROPOLITAN EDISON
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 he resides at  --------------------------------------;
that he is an (Assistant)  Secretary of METROPOLITAN  EDISION COMPANY;  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 the order of the Board
of Directors of said corporation;  that --------------- is a (Vice) President of
said corporation; that he saw said --------------- 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 ------------------  signed his name thereto at the same time as subscribing
witness,  and that Metropolitan  Edison 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]









                                       21


<PAGE>



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

      BE IT REMEMBERED that on this  ---------------  day of  -----------,  1999
before me, the  subscriber,  a notary  public in and for said  County and State,
personally appeared ------------------,  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
---------------------------;  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  -------------------  is  a  Vice  President  of  said
corporation;  that he saw said ----------------- 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 --------------- 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]









                                       22


<PAGE>



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


      On  this   -----------   day  of   ----------,   1999,   before   me  came
-------------------,  to me known,  who, being by me duly sworn, did say that he
resides  at  ---------------------------;  that  he  is a  (Vice)  President  of
METROPOLITAN  EDISION 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]
























                                       23


<PAGE>



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


      On  this   ----------   day  of   -----------,   1999,   before   me  came
------------------------, to me known, who, being by me duly sworn, did say that
he  resides at  -----------------------------;  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]























                                       24


<PAGE>



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


         On this ---- day of ,  199---,  before  me,  ----------------------,  a
Notary  Public  for the State and County  aforesaid,  the  undersigned  officer,
personally  appeared  ----------------------,  who acknowledged  himself to be a
(Vice) President of Metropolitan  Edison Company, a corporation,  and that he as
such  (Vice)  President,  being  authorized  to do so,  executed  the  foregoing
instrument  for the  purposes  therein  contained  by  signing  the  name of the
corporation by himself as (Vice) President.

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

                                                ------------------------------
                                                       Notary Public

[NOTARIAL SEAL]


STATE OF NEW YORK          :
                           :ss:
COUNTY OF NEW YORK         :


         On this ---- day of ,  199---,  before me,  -----------------------,  a
Notary  Public  for the State and County  aforesaid,  the  undersigned  officer,
personally appeared  -----------------------,  who acknowledged  herself to be a
(Senior)  Vice  President  of  United  States  Trust  Company  of  New  York,  a
corporation, and that he as such (Senior) Vice President, being authorized to do
so,  executed the foregoing  instrument  for the purposes  therein  contained by
signing the name of the corporation by himself as (Senior) Vice President.

         I am not a director or officer of said United  States Trust  Company of
New York.

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

                                                ------------------------------
                                                       Notary Public

                                       25


<PAGE>



[NOTARIAL SEAL]


CERTIFICATE OF RESIDENCE

         United States Trust Company of New York,  Mortgagee and Trustee  within

named,  hereby certifies that its precise  residence is 114 West 47th Street, in

the Borough of Manhattan, in the City of New York, in the State of New York.


                                               UNITED STATES TRUST COMPANY
                                                 OF NEW YORK


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




















                                       26