exhibit4_1.htm


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
4.1

    

       

      FORM OF NOTE OF
7.35% SENIOR NOTES DUE 2019

       

      THIS NOTE IS A
GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A
NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

       

      JERSEY
CENTRAL POWER & LIGHT COMPANY

       

      7.35%
SENIOR NOTE DUE 2019

       

      
        
          	
                  Original Issue
      Date:  January 27,
2009

                


        

      

       

      
        
          	
                  Stated
      Maturity:  February 1,
2019

                


        

      

       

      
        
          	
                  Interest
      Rate:  7.35%

                


        

      

       

      
        
          	
                  Interest
      Payment Dates: February 1 and August 1, commencing August 1,
      2009.

                


        

      

       

      
        	
                Regular Record
      Dates:

              	
                The Business
      Day immediately preceding each Interest Payment Date so long as this Note
      is issued in book-entry only form, otherwise the fifteenth calendar day
      next preceding each Interest Payment
Date.

              


      

       

      
        
          	
                  Principal
      Amount:
      $300,000,000.00                                                                                                                                                                                                                                                         No.
      R-1

                


        

      

      
        	
                 
      

              	
                CUSIP: 476556DA0

              


      

       

       

      
        JERSEY CENTRAL POWER
& LIGHT COMPANY, a corporation duly organized and existing under the laws of
the State of New Jersey (the “Company”), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED
MILLION DOLLARS on the Stated Maturity specified above, and to pay interest
thereon 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,
semi-annually in arrears on the Interest Payment Dates specified above in each
year, commencing with the Interest Payment Date specified above, and at
Maturity, at the Interest Rate per annum specified above, until the principal
hereof is paid or made available for payment.  No interest shall
accrue on the Maturity Date, so long as the principal amount of this Global Note
is paid on the Maturity Date.  The interest so payable
and

         


        
          
            
              


               

            

             


          

          
             


            
              

            

          

          
             


          

        


        punctually paid or
duly provided for on any such Interest Payment Date (except for interest payable
on the Stated Maturity specified above, or, if applicable, upon redemption or
acceleration) will, as provided in the Indenture (as defined below), be paid to
the Person in whose name this Global Note is registered at the close of business
on the Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date; provided, that the first Interest Payment
Date for any part of this Global Note, the Original Issue Date of which is after
a Regular Record Date but prior to the applicable Interest Payment Date, shall
be the Interest Payment Date following the next succeeding Regular Record Date;
and provided, that interest payable on the Stated Maturity specified above or,
if applicable, upon redemption or acceleration, shall be payable to the Person
to whom principal shall be payable on such Maturity Date.  Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Global
Note is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof
shall be given to Noteholders not more than fifteen days or fewer than ten days
prior to such Special Record Date.  Payment of principal of, interest
and premium, if any, on this Global Note shall be payable pursuant to Section
2.12(a) of the Indenture.

         

        This Global Note is
a global security in respect of a duly authorized issue of 7.35% Senior Notes
due 2019 (the “Notes of this Series”, which term includes any Global Note
representing such Notes) of the Company issued and to be issued under an
Indenture dated July 1, 1999 between the Company and The Bank of New York Mellon
Trust Company, N.A., as successor trustee (herein called the “Trustee”, which
term includes any successor Trustee under the Indenture) and indentures
supplemental thereto (collectively, the “Indenture”).  Under the
Indenture, one or more series of notes may be issued and, as used herein, the
term “Notes” refers to the Notes of this Series and any other outstanding series
of Notes.  Reference is hereby made to the Indenture for a more
complete statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Noteholders and of the
terms upon which the Notes are and are to be authenticated and
delivered.  This Global Note has been issued in respect of the Notes
of this Series, which are limited in  aggregate principal amount to
$300,000,000.

         

        Each Note of this
Series shall be dated and issued as of the date of its authentication by the
Trustee and shall bear an Original Issue Date.  Each Note of this
Series or Global Note issued upon transfer, exchange or substitution of such
Note or Global Note shall bear the Original Issue Date of such transferred,
exchanged or substituted Note or Global Note, as the case may be.

         


        
          
            
              


               


            

             


          

          
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        Notes of this Series
are redeemable at any time in whole or from time to time in part, at the
Company’s option, on at least 30 days’, but not more than 60 days’, prior notice
mailed to the registered address of each Holder of Notes of this Series to be
redeemed at a redemption price equal to the greater of: (1) 100% of the
principal amount of such Notes to be redeemed, and (2) as determined by the
Independent Investment Banker (as defined below), the sum of the present values
of the Remaining Scheduled Payments (as defined below), discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 50
basis points. In each case, accrued and unpaid interest on such Notes to be
redeemed will be payable to the redemption date.

         

        “Adjusted Treasury
Rate” means, with respect to any redemption date:

         

        
          	
                  ·  

                	
                  the yield,
      under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)” or any successor publication which is
      published weekly by the Board of Governors of the Federal Reserve System
      and which establishes yields on actively traded United States Treasury
      securities adjusted to constant maturity under the caption “Treasury
      Constant Maturities,” for the maturity corresponding to the Comparable
      Treasury Issue (if no maturity is within three months before or after the
      Remaining Life, yields for the two published maturities most closely
      corresponding to the Comparable Treasury Issue shall be determined and the
      Adjusted Treasury Rate shall be interpolated or extrapolated from these
      yields on a straight line basis, rounding to the nearest month);
      or

                


        

         

        
          	
                  ·  

                	
                  if the release
      (or any successor release) is not published during the week preceding the
      calculation date or does not contain these yields, the rate per annum
      equal to the semi-annual equivalent yield to maturity of the Comparable
      Treasury Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for the redemption date. The Adjusted Treasury
      Rate will be calculated on the third Business Day preceding the redemption
      date.

                


        

         

        “Comparable Treasury
Issue” means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of Notes
of this Series to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Notes (“Remaining Life”).

         

        “Comparable Treasury
Price” means (1) the average of three Reference Treasury Dealer Quotations for
the redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer
than three Reference Treasury Dealer Quotations, the average of all such
quotations.

         

        “Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.

         


        
          
            
              


               


            

             


          

          
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        “Reference Treasury
Dealer” means: (1) each of Greenwich Capital Markets, Inc., Morgan Stanley &
Co. Incorporated, Wachovia Capital Markets, LLC and UBS Securities LLC and their
respective successors; provided, however, that if any of the foregoing cease to
be a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company shall substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Independent Investment Banker after consultation with the Company.

         

        “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the third
Business Day preceding the redemption date.

         

        “Remaining Scheduled
Payments” means, with respect to Notes of this Series to be redeemed, the
remaining scheduled payments of principal of and interest on such Notes that
would be due after the related redemption date but for such redemption. If such
redemption date is not an Interest Payment Date with respect to such Notes, the
amount of the next succeeding scheduled interest payment on such Notes will be
reduced by the amount of interest accrued on such Notes to such redemption
date.

         

        
          Holders of Notes of
this Series to be redeemed will receive notice thereof by first-class mail at
least 30 and not more than 60 days prior to the date fixed for redemption.
If fewer than all of the Notes of this Series are to be redeemed, the Trustee
will select, not more than 60 days prior to the redemption date, the
particular portions thereof for redemption from the outstanding Notes of this
Series by such method as the Trustee deems fair and appropriate. Any notice of
redemption of Notes of this Series may be conditional on the Company depositing
funds with the Trustee, or irrevocably directing the Trustee to apply moneys
held by it, sufficient to pay the redemption price thereof, and if such funds
are not so deposited or such direction is not given, such notice shall be of no
effect.

        

        
          


        

        Unless the Company
is in default in payment of the redemption price, on and after the redemption
date, interest will cease to accrue on Notes of this Series, or portions
thereof, called for redemption.

         

        In
the event of redemption of this Global Note in part only, a new Global Note, of
like tenor, representing the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation thereof.

         

        Interest payments
for this Global Note shall be computed and paid on the basis of a 360-day year
of twelve 30-day months (and for any partial period shall be calculated on the
basis of the number of days elapsed in a 360-day year of twelve 30-day
months).  If where any Interest Payment Date or date on which the
principal of this Global Note is required to be paid is not a Business Day, then
payment of principal, premium, if any, or interest need not be made on such date
but may be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date or date on which the principal
of this Global Note is required to be paid and, in the case of timely payment
thereof, no interest shall accrue for the

         


        
          
            
              


               

            

             


          

          
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        period from and
after such Interest Payment Date or the date on which the principal of this
Global Note is required to be paid.

         

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

         

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

         

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

         

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

         

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

         

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

         

        Unless the
certificate of authentication hereon has been executed by the Trustee, directly
or through an Authenticating Agent by manual or facsimile signature of an
authorized officer,

         


        
          
            
              


               

            

             


          

          
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        this Global Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         

        All terms used in
this Global Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture unless otherwise indicated
herein.

         

         

        [Signature Page
Follows]

         

         

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         


        
          
            
              


               

            

             


          

          
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        IN WITNESS WHEREOF,
Jersey Central Power & Light Company has caused this Note to be executed on
behalf of the Company by its Treasurer and attested by its Corporate
Secretary.

         

        


        January 27,
2009

         

        
          
            
              	 
    	
                      Jersey Central
      Power & Light Company

                    
	 
    	
                      By:           _________________________________

                    
	 
    	
                      Name:    Randy
      Scilla

                    
	 
    	
                      Title:        Treasurer

                    
	 
    	 
    	 
    
	 ATTEST:	 	 
	
                       

                    	 
    	 
    
	
                      By:       _____________________________

                    	 
    	 
    
	
                      Name:  Edward J. Udovich

                    	 
    	 
    
	
                      Title:     Corporate
      Secretary

                    	 
    	 
    
	 
    	 
    	 
    


            

          

        

         

        


         

        


        


        CERTIFICATE OF
AUTHENTICATION

        


        


        This Note is one of the Notes of the series
designated and described in the within-

        mentioned
Indenture.

        


        
          	
                  The Bank of
      New York Mellon Trust 

                       
      Company, N.A.,

                       
      as Trustee

                
	
                   

                                      
      By:           _____________________________

                
	
                  Authorized
      Officer

                
	 
    


        

        


        


         


        
          
            
              


               


            

             


          

          
            7 


            
              

            

          

          
             


          

        


        ABBREVIATIONS

         

        The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

         

        
          	
                  TEN COM – as
      tenants in common

                	
                  UNIF
      GIFT

                  MIN ACT
      -_____Custodian________

                                     (Cust)          (Minor)

                
	
                   

                  TEN ENT – as
      tenants by the entireties

                	
                   

                  Under Uniform
      Gifts to Minors

                
	
                  JT TEN – as
      joint tenants with right of 

                  survivorship
      and not as tenants in common

                	
                   

                  ____________________________

                                         State

                


        

        


         

        Additional
abbreviations may also be 

        used though not in
the above list.

                                                                                                       


                                                                                                                                                    
________________________


         

        FOR VALUE RECEIVED
the undersigned hereby 

        sell(s), assign(s)
and transfer(s) unto

         

        PLEASE INSERT SOCIAL
SECURITY OR OTHER 

        IDENTIFYING NUMBER
OF ASSIGNEE

         

        ___________________________________________________________________________________________________________________________________________

         

         

        ___________________________________________________________________________________________________________________________________________

         

         

        ___________________________________________________________________________________________________________________________________________

         

         

        Please print or
typewrite name and address 

        including postal zip
code of assignee

         

        ________________________________________
The within note and
all rights thereunder, hereby 

        irrevocably
constituting and appointing

         ___________________
attorney to transfer said note on the books of the Company, with full


        power of
substitution in the premises

        


        Dated: __________________________                     

         

         

         

        
          NOTICE:       The
signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or
enlargement or any changes whatever.

        

         

         


        
          
            
              


               

            

             


          

          
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