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EXHIBIT 4(b)    
    


METROPOLITAN EDISON COMPANY



TO



THE BANK OF NEW YORK, SUCCESSOR TRUSTEE  






SUPPLEMENTAL INDENTURE



(First Mortgage Bonds, Senior Note Series E)
  






Dated as of March 1, 2003  










        THIS SUPPLEMENTAL INDENTURE, dated as of March 1, 2003, 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 THE BANK OF NEW YORK (as successor to 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,
The Bank of New York is now the Successor Trustee under the Mortgage; and 


        WHEREAS,
the Company has entered into an Indenture dated as of July l, 1999 (the "Senior Note Indenture") with The Bank of New York (as successor to 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 one or more tranches of 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 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 Mortgage; and 


        WHEREAS,
the Senior Note Series E Bonds shall be issued to the Senior Note Trustee in connection with the concurrent issuance by the Company of a like aggregate principal amount
of its Senior Notes (the "New Senior Notes"); and 


        WHEREAS,
all acts and things prescribed by law and by the charter and by-laws of the Company necessary to make the Senior Note Series E 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 E 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 E 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 E." 





 



        SECTION
2. An unlimited principal amount 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 Notes 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 Mortgage. 



        SECTION
3. 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 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. Unless previously redeemed pursuant to the provisions hereof and
of the Mortgage, each Senior Note Series E Bond 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 at the interest rate specified in such Senior Note Series E Bonds from the date
specified in such Senior Note Series E Bonds, payable semi-annually on each interest payment date specified in such Senior Note Series E Bonds, until the maturity date
specified in such Senior Note Series E Bonds, and at maturity 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 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 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 (15) days preceding such subsequent record date. 


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        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
4. Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the New Senior Notes, whether at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, Senior Note Series E Bonds in a principal amount
equal to the principal amount of such New Senior Notes 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 E Bonds in a principal amount equal to the
related New Senior Notes shall be surrendered to the Company for cancellation as provided in Section 4.06 of the Senior Note Indenture. The Trustee may at 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 New Senior Notes has not been so made, (ii) that the Company is in arrears as to
the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage. 


        SECTION
5. Each Senior Note Series E Bond is to be issued to and registered in the name of The Bank 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 New Senior 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 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 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 E Bond. 


        SECTION
7. (a) Senior Note Series E 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 New Senior 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 E Bonds in principal amounts corresponding to the New Senior 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 5.07 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 



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otherwise,
or with the proceeds of released property pursuant to Section 9.06 of the Mortgage or otherwise. 




        SECTION
8. 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
9. 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 New Senior Notes. 


        SECTION
10. At any time a New Senior Note shall cease to be entitled to any lien, benefit or security under the Senior Note Indenture pursuant to Section 5.01(b) thereof and the
Company shall have provided the Senior Note Trustee with notice thereof, the Senior Note Trustee shall surrender an equal principal amount of the Related 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 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. 


ARTICLE II



FORM OF THE SENIOR NOTE SERIES E 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 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 a method of
determination thereof), other terms and numbers thereof to be appropriately inserted as provided in Section 2.01 of the Original Indenture: 



	
[FORM OF SENIOR NOTE SERIES E BONDS]

METROPOLITAN EDISON COMPANY

FIRST MORTGAGE BOND, SENIOR NOTE SERIES E
	

$	
 	

No.
	

ORIGINAL ISSUE DATE:	
 	

MATURITY DATE:
	

INTEREST RATE:	
 	

 
	

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 The Bank of New York, as
successor Trustee under the Company's Indenture dated as of July 1, 1999, or registered assigns,
                        Dollars on the Maturity Date set forth 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, 


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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 semi-annually on the Interest Payment Dates set forth above (commencing with the Interest Payment Date next succeeding the Original Issue Date specified
above) at the Interest Rate set forth above, at said office or agency, in like coin or currency, from the Original Issue Date specified above, or from the most recent interest payment date to which
interest has been paid or duly provided for (subject to certain exceptions provided in the Mortgage hereinafter mentioned), until maturity, and at maturity, according to its terms or on prior
redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Mortgage hereinafter mentioned from such date of maturity until this bond
shall be paid or the payment hereof shall have been duly provided for, 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 defined
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 (herein,
together with any indentures supplemental thereto, including the Supplemental Indenture hereinafter mentioned, called the "Mortgage") dated November 1, 1944, executed by the Company to GUARANTY
TRUST COMPANY OF NEW YORK under which THE BANK OF NEW YORK (as successor to 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 Supplemental Indenture dated as of March 1, 2003 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 The Bank of New York (as successor to
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 due 20 "(the "New Senior Notes"). Pursuant to Article IV of the Senior Note Indenture, this bond is issued to the Senior Note Trustee to secure
any and all obligations of the
Company under the New Senior Notes. Payment of principal of, or premium, if any, or interest on, the New Senior 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 New Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, Senior Note Series E Bonds in a principal amount equal to the
principal amount of 


5





 



such
New Senior 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 New Senior Notes shall be surrendered to the Company for cancellation as provided in Section 4.06 of the Senior Note Indenture. The Trustee may at 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 New Senior Notes has not been made, (ii) that the
Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage. 



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


        The
Mortgage contains provisions permitting the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding,
determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be
affected, 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 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 


6





 



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 in denominations of $1,000 and integral multiples thereof. 



        The
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 pursuant to Section 8.08 of the Mortgage. In the event the Company redeems any New Senior 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 New Senior 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 5.07 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 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, notwithstanding the provisions of Section 2.05 of
the Mortgage, no charge shall be made upon any registration of transfer or exchange of bonds of said series. The Company and the Trustee, any paying 


7





 



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 THE BANK OF NEW YORK, the Trustee under the Mortgage, or its successor thereunder, shall have signed the certificate
of authentication endorsed hereon. 


8





 

        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	
 	

 	
 	

 




9






   [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. 



	 	 	THE BANK OF NEW YORK
	

 	
 	

By:	
 	

 
	 	 	 	 	
Authorized Officer




[END
OF FORM OF SENIOR NOTE SERIES E BOND] 


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 The Bank 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.  


        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 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. 


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SECOND.  


        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. 


THIRD.  


        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 claims 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 and petroleum products mains and pipes 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. 


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        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. 


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 E 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. 


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        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 Corporate Secretary or an Assistant Corporate Secretary, and THE BANK 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
	

/s/  DAVID W. WHITEHEAD      
 David W. Whitehead
 Corporate Secretary	
 	

By:	
 	

/s/  RICHARD H. MARSH      
 Richard H. Marsh
 Senior Vice President

and Chief Financial Officer
	

[CORPORATE SEAL]	
 	

 	
 	

 
	

Signed, sealed and delivered by said Metropolitan Edison Company in the presence of:	
 	

 	
 	

 
	

/s/  AMIT D. PATEL      
 Amit D. Patel	
 	

 	
 	

 
	

/s/  CAROL L. DANIELS      
 Carol L. Daniels	
 	

 	
 	

 




13





 


	ATTEST:	 	 THE BANK OF NEW YORK

    As Successor Trustee as aforesaid
	

/s/  MARGARET CIESMELEWSKI      
 Print Name: Margaret Ciesmelewsk
 Vice President	
 	

By:	
 	

/s/  LOUIS P. YOUNG      
 Print Name: Louis P. Young
 Vice President
	

[CORPORATE SEAL]	
 	

 	
 	

 
	

Signed, sealed and delivered by said The Bank of New York in the presence of:	
 	

 	
 	

 
	

/s/  CYNTHIA CHANEY    

Print Name: Cynthia Chaney	
 	

 	
 	

 
	

/s/  JOHN GUILANO      
 Print Name:	
 	

 	
 	

 




14





 


	STATE OF OHIO	 	)	 	 	 	 
	 	 	:	 	ss.:	 	 
	COUNTY OF SUMMIT	 	)	 	 	 	 





        On
the 13 day of March in the year 2003 before me, the undersigned, personally appeared Richard H. Marsh and David W. Whitehead, personally known to me or proved to
me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by
their signatures on the instrument, the individuals, or the person upon behalf of which the individuals acted, executed the instruments. 



	 	 	/s/  SUSIE M. HOISTEN      
 Susie M. Hoisten, Notary Public

Residence Summit County

Statewide Jurisdiction Ohio

My commission expires Dec. 9, 2006



[SEAL]




15





 


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





        On
the 13th day of March in the year 2003 before me, the undersigned, personally appeared Louis P. Young and Margaret Ciesmelewsk, personally known to me or proved to me on the
basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their
signatures on the instrument, the individuals, or the person upon behalf of which the individuals acted, executed the instruments. 



	 	 	/s/  WILLIAM J. CASSELS      
 William J. Cassels

Notary Public, State of New York

No. 01CA5027729

Qualified in Bronx County

Commission Expires May 18, 2006



[SEAL]




16





 
CERTIFICATE OF RESIDENCE  


        The Bank of New York, Mortgagee and Trustee within named, hereby certifies that its precise residence is 101 Barclay Street, in the Borough of Manhattan, in The
City of New York, in the State of New York. 



	 	 	 THE BANK OF NEW YORK
	

 	
 	

By:	
 	

/s/  LOUIS P. YOUNG      
 Louis P. Young
 Vice President




This
document was prepared by FirstEnergy Corp. 


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EXHIBIT 4(b)