ex4_2.htm


    
      Exhibit
        4.2

       

      [FORM
        OF NOTE OF THE 2037 SERIES] 

       

      UNLESS
        THIS
        CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST
        COMPANY (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT
        FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO
        BE
        ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
        REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY AMOUNT
        PAYABLE  THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR SUCH OTHER
        NAME), 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.  UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE
        OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS
        BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY AND THE TRUSTEE
        BY
        THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED
        EXCEPT AS A WHOLE BY THE DEPOSITARY TO ITS NOMINEE 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.  THIS SECURITY MAY BE EXCHANGED FOR CERTIFICATED
        SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF
        ONLY
        IF (A) THE DEPOSITARY (I) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING OR
        UNABLE TO CONTINUE AS DEPOSITARY OR (II) HAS CEASED TO BE A CLEARING AGENCY
        REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER CASE, A SUCCESSOR DEPOSITARY
        IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR (B) THE COMPANY ELECTS
        TO
        ISSUE CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE COMPANY
        AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY) OF ALL SECURITIES
        OF THE SERIES DESIGNATED ABOVE.

       

      NEITHER
        THIS
        SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”).  EACH OF THE HOLDER HEREOF, AND EACH OWNER OF A
        BENEFICIAL INTEREST HEREIN BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT
        OF JERSEY CENTRAL POWER & LIGHT COMPANY (THE
“COMPANY”) THAT THIS SECURITY MAY NOT BE REOFFERED,
        RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY,
        (2)
        IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
        144
        UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
        144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
        QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
        FOR ITS
        OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
        NOTICE
        IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
        ON
        RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE
        OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) IN AN OFFSHORE TRANSACTION
        IN
        ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT
        (AS
        INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
        ON
        THE REVERSE OF THIS SECURITY), (5) IN ACCORDANCE WITH ANOTHER APPLICABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
        UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (6) PURSUANT TO
        AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH
        CASE,
        IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED
        STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
        AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
        INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR, (2) A NON U.S. PERSON
        OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING
        THE
        REQUIREMENTS OF, PARAGRAPH (k)(2) OF RULE 902 UNDER REGULATION S UNDER THE
        SECURITIES ACT.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        holder of this
        Security, by acceptance hereof, will be deemed to have agreed to be bound
        by the
        provisions of the Registration Rights Agreement referred to herein.

       

      JERSEY
        CENTRAL POWER & LIGHT COMPANY

      6.15%
        Senior
        Note due 2037

       

      
        	 Original
                Issue
                Date:	
                May 21,
                  2007

              
	 Stated
                Maturity:	June
                1,
                2037
	 Interest
                Rate:	
                6.15%

              
	 Interest
                Payment Dates:	June 1
                and December 1, commencing December 1, 2007
	 Regular
                Record
                Dates:	The
                regular
                record date with respect to any Interest Payment Date will be the
                first
                day of the calendar month immediately preceding such Interest Payment
                Date
                (whether or not a Business Day).


      

       

      Principal
        Amount:                                                            $293,000,000.00                                                                                                                                                  
        

       

      No.
        1

      CUSIP
        476556CT0

       

      JERSEY
        CENTRAL POWER
& LIGHT COMPANY, a corporation duly organized and existing under the laws of
        the State of New Jersey (herein called the “Company,”
which term includes any successor under the Indenture
        referred to below), for
        value received, hereby promises to pay to Cede & Co., or registered assigns,
        the principal sum of TWO HUNDRED NINETY-THREE 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 next succeeding the Original Issue Date specified above,
        and at Maturity, at the Interest Rate per annum specified above, until the
        principal hereof is paid or duly provided for.  Interest on this
        Security will accrue from and including the immediately preceding Interest
        Payment Date in respect of which interest has been paid or made available
        for
        payment (or from and including the Original Issue Date if no interest has
        been
        paid or made available for payment) to, but excluding, the applicable Interest
        Payment Date or Maturity, as the case may be.  The interest so
        payable, and paid or duly provided for, on any Interest Payment Date shall,
        as
        provided in such Indenture, be paid to the Person in whose name this Security
        (or one or more Predecessor Securities) 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.  Notwithstanding the foregoing,
        (a) if the Original Issue Date of this Security is after a Regular Record
        Date
        and before the corresponding Interest Payment Date, interest so payable for
        the
        period from and including the Original Issue Date to, but excluding, such
        Interest Payment Date shall be paid on the next succeeding Interest Payment
        Date
        to the Holder hereof on the related Regular Record Date, and (b) interest
        payable at Maturity shall be paid to the Person to whom principal shall be
        paid.  Except as otherwise provided in said Indenture, any such
        interest not so paid or duly provided for shall forthwith cease to be payable
        to
        the Holder on such Regular Record Date and may either be paid to the Person
        in
        whose name this Security (or one or more Predecessor Securities) 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 (defined below), notice of
        which
        shall be given to Holders of Securities of this series not less than 10 days
        prior to such Special Record Date, or be paid at any time in any other lawful
        manner not inconsistent with the requirements of any securities exchange
        on
        which the Securities of this series may be listed, and upon such notice as
        may
        be required by such exchange, all as more fully provided in said
        Indenture.  Interest on this Security shall be computed on the basis
        of a 360-day year consisting of twelve 30-day months, and with respect to
        any
        period less than a full calendar month, on the basis of actual days elapsed
        during such period.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Payment
        of the
        principal of and premium, if any, on this Security and interest hereon at
        Maturity shall be made upon presentation of this Security at the Corporate
        Trust
        Administration Office of our designated agent, The Bank of New York, located
        at
        101 Barclay Street, Floor 8W, New York, New York 10286, or at such other
        office
        or agency as may be designated for such purpose by the Company from time
        to
        time.  Payment of interest, if any, on this Security (other than
        interest at Maturity) shall be made by check mailed to the address of the
        Person
        entitled thereto as such address shall appear in the Security Register, except
        that (a) if such Person shall be a securities depositary, such payment may
        be
        made by such other means in lieu of check as shall be agreed upon by the
        Company, the Trustee or other Paying Agent and such Person and (b) if such
        Person is a Holder of $10,000,000 or more in aggregate principal amount of
        Securities of this series such payment may be in immediately available funds
        by
        wire transfer to such account as may have been designated in writing by the
        Person entitled thereto as set forth herein in time for the Paying Agent
        to make
        such payments in accordance with its normal procedures.  Any such
        designation for wire transfer purposes shall be made by filing the appropriate
        information with our designated agent, The Bank of New York, at its Corporate
        Trust Administration Office, located at 101 Barclay Street, Floor 8W, New
        York,
        New York 10286, not less than fifteen calendar days prior to the applicable
        payment date and, unless revoked by written notice to the Trustee received
        on or
        prior to the Regular Record Date immediately preceding the applicable Interest
        Payment Date, shall remain in effect with respect to any further interest
        payments (other than interest payments at Maturity) with respect to this
        Security payable to such Holder.  Payment of the principal of and
        premium, if any, and interest, if any, on this Security, as aforesaid, shall
        be
        made 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.

       

      This
        Security is one
        of a duly authorized issue of securities of the Company (herein called the
        “Securities”), issued and issuable in one or more
        series under an Indenture, dated as of July 1, 1999 (such Indenture as
        originally executed and delivered and as supplemented or amended from time
        to
        time thereafter, together with any constituent instruments establishing the
        terms of particular Securities, being herein called the
“Indenture”), between the Company and United States
        Trust Company of New York, under which The Bank of New York Trust Company,
        N.A.
        is successor trustee (herein called the “Trustee,”
which term includes any successor trustee under
        the Indenture), to which
        Indenture and all indentures supplemental thereto reference is hereby made
        for a
        description of the respective rights, limitations of rights, duties, and
        immunities of the Company, the Trustee, and the Holders of the Securities
        thereunder and of the terms and conditions upon which the Securities are,
        and
        are to be, authenticated and delivered.  The acceptance of this
        Security shall be deemed to constitute the consent and agreement by the Holder
        hereof to all of the terms and provisions of the Indenture.  This
        Security is one of the series designated above.

       

      If
        any Interest
        Payment Date, any Redemption Date, or the Stated Maturity shall not be a
        Business Day (as hereinafter defined), payment of the amounts due on this
        Security on such date may be made on the next succeeding Business Day; and,
        if
        such payment is made or duly provided for on such next succeeding Business
        Day,
        no interest shall accrue on such amounts for the period from and after such
        Interest Payment Date, Redemption Date, or Stated Maturity, as the case may
        be,
        to such Business Day.

       

      Pursuant
        to the
        Registration Rights Agreement dated May 21, 2007 between the Company and
        Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc., and
        Wachovia Capital Markets, LLC, as representatives of the initial purchasers
        (the
“Registration Rights Agreement”), the Company will be
        obligated to consummate an exchange offer pursuant to which the Holder of
        this
        Security shall have the right to exchange this Security for the Company’s 6.15%
        Exchange Senior Note due 2037 (an “Exchange Note”), at
        such time as such Exchange Note shall have been registered under the Securities
        Act, in like principal amount and having terms identical in all material
        respects to this Security (except that such Exchange Note will not contain
        terms
        with respect to registration rights, the payment of additional interest,
        and
        other provisions restricting transfers and resales, including this
        paragraph).  The Holders of this Security shall be entitled to receive
        certain additional interest payments at the rate per annum of 0.25% in the
        event
        such exchange offer is not consummated within 210 days after the Closing
        Date
        and upon certain other conditions, all pursuant to and in accordance with
        the
        terms of the Registration Rights Agreement.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      This
        Security is
        redeemable, as a whole or in part, at the Company’s option, at any time or from
        time to time, on at least 30 days’, but not more than 60 days’, prior notice
        mailed to the registered address of each holder of the
        Securities.  The redemption prices will be equal to the greater of:
        (1) 100% of the principal amount of the Securities to be redeemed, and (2)
        as
        determined by the Independent Investment Banker, 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 a rate equal to the sum of the Adjusted Treasury
        Rate
        (as defined below) plus 25 basis points.  In each case, accrued and
        unpaid interest 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
        the
        notes 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 securities
        (“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.

       

      “Reference
        Treasury
        Dealer” means (i) each of Barclays Capital Inc., J.P. Morgan Securities Inc. 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
        another Primary Treasury Dealer, and (ii) 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.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Remaining
        Scheduled
        Payments” means the remaining scheduled payments of principal of and interest on
        this Security 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 this Security, the amount of the next succeeding scheduled
        interest payment on this Security will be reduced by the amount of interest
        accrued on this Security to such redemption date.

       

      On
        and after the
        redemption date, interest will cease to accrue on this Security or any portion
        of the Security called for redemption (unless the Company defaults in the
        payment of the redemption price and accrued interest.  On or before
        the redemption date, the Company will deposit with a paying agent (or the
        Trustee) money sufficient to pay the redemption price of and accrued interest
        on
        the Security to be redeemed on such date.  If less than all the
        Securities of any series are to be redeemed, the Securities to be redeemed
        shall
        be selected by the Trustee by such method as the Trustee shall deem fair
        and
        appropriate.

       

      Notice
        of redemption
        shall be given by mail to Holders of Securities, not less than 30 days nor
        more
        than 60 days prior to the date fixed for redemption, all as provided in the
        Indenture.  As provided in the Indenture, notice of redemption at the
        election of the Company as aforesaid may state that such redemption shall
        be
        conditional upon the receipt by the Trustee of money sufficient to pay the
        principal of and premium, if any, and interest, if any, on this Security
        on or
        prior to the date fixed for such redemption; a notice of redemption so
        conditioned shall be of no force or effect if such money is not so received
        and,
        in such event, the Company shall not be required to redeem this
        Security.

       

      In
        the event of
        redemption of this Security in part only, a new Security or Securities of
        this
        series, of like tenor, representing the unredeemed portion hereof shall be
        issued in the name of the Holder hereof upon the cancellation
        hereof.

       

      If
        an Event of
        Default with respect to the Securities of this series shall occur and be
        continuing, the principal of this Security 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 Trustee to enter
        into
        one or more supplemental indentures for the purpose of adding any provisions
        to,
        or changing in any manner or eliminating any of the provisions of, the Indenture
        with the consent of the Holders of a majority in aggregate principal amount
        of
        the Securities of all series then outstanding under the Indenture, considered
        as
        one class; provided, however, that if there shall be Securities of more than
        one
        series outstanding under the Indenture and if a proposed  supplemental
        indenture shall directly affect the rights of the Holders of Securities of
        one
        or more but less than all, of such series, then the consent of the Holders
        of
        only a majority in aggregate  principal amount of the outstanding
        Securities of all series so directly affected, considered as one class, shall
        be
        required; and provided, further, that if the Securities of any series shall
        have
        been issued in more than one tranche and if the proposed supplemental indenture
        shall directly affect the rights of the Holders of Securities of one or more,
        but less than all, of such tranches, then the consent only of the Holders
        of a
        majority in aggregate principal amount of the outstanding Securities of all
        tranches so directly affected, considered as one class, shall be required;
        and
        provided, further, that the Indenture permits the Trustee to enter into one
        or
        more supplemental indentures for limited purposes without the consent of
        any
        Holders of Securities.  The Indenture also contains provisions
        permitting the Holders of a majority in principal amount of the Securities
        then
        outstanding, on behalf of the Holders of all Securities, to waive compliance
        by
        the Company with certain provisions of the Indenture and certain past defaults
        under the Indenture and their consequences.  Any such consent or
        waiver by the Holder of this Security shall be conclusive and binding upon
        such
        Holder and upon all future Holders of this Security and of any Security issued
        upon the registration of transfer hereof or in exchange therefor or in lieu
        hereof, whether or not notation of such consent or waiver is made upon this
        Security.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      No
        reference herein
        to the Indenture and no provision of this Security or of the Indenture shall
        alter or impair the obligation of the Company, which is absolute and
        unconditional, to pay the principal of and premium, if any, and interest,
        if
        any, on this Security at the times, place, and rate, in the coin or currency,
        and in the manner, herein prescribed.

       

      As
        provided in the
        Indenture and subject to certain limitations therein and herein set forth,
        this
        Security or any portion of the principal amount hereof will be deemed to
        have
        been paid for all purposes of the Indenture and to be no longer outstanding
        thereunder, and, at the election of the Company, the Company’s entire
        indebtedness in respect thereof will be satisfied  and discharged, if
        there has been irrevocably deposited with the Trustee or any Paying Agent
        (other
        than the Company) in trust, money in an amount which will be sufficient and/or
        Eligible Obligations, the principal of and interest on which when due, without
        any regard to reinvestment thereof, will provide moneys which, together with
        moneys so deposited, will be sufficient to pay when due the principal of
        and
        premium, if any, and interest, if any, on this Security when due.

       

      The
        Indenture
        contains terms, provisions, and conditions relating to the consolidation
        or
        merger of the Company with or into, and the conveyance or other transfer,
        or
        lease, of assets to, another Person, to the assumption by such other Person,
        in
        certain circumstances, of all of the obligations of the Company under the
        Indenture and on the Securities and to the release and discharge of the Company
        in certain circumstances, from such obligations.

       

      As
        provided in the
        Indenture and subject to certain limitations therein set forth, the transfer
        of
        this Security is registrable in the Security Register, upon surrender of
        this
        Security for registration of transfer at the office of our designated agent,
        The
        Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New
        York
        10286, or such other office or agency as may be designated by the Company
        from
        time to time, duly endorsed by, or accompanied by a written instrument of
        transfer in form satisfactory to the Company and the Security Registrar duly
        executed by, the Holder hereof or his attorney duly authorized in writing,
        and
        thereupon one or more new Securities of this series of authorized denominations
        and of like tenor and aggregate principal amount, will be issued to the
        designated transferee or transferees.

       

      The
        Securities of
        this series are issuable only as registered Securities, without coupons,
        and in
        denominations of $2,000 and integral multiples of $1,000 in excess
        thereof.  As provided in the Indenture and subject to certain
        limitations therein set forth, Securities of this series are exchangeable
        for a
        like aggregate principal amount of Securities of the same series and tranche,
        of
        any authorized denominations, as requested by the Holder surrendering the
        same,
        and of like tenor upon surrender of the Security or Securities to be exchanged
        at the Corporate Trust Administration Office of our designated agent, The
        Bank
        of New York, located at 101 Barclay Street, Floor 8W, New York, New York
        10286,
        or such other office or agency as may be designated by the Company from time
        to
        time.

       

      The
        Company shall
        not be required to execute and the Security Registrar shall not be required
        to
        register the transfer of or exchange of (a) Securities of this series during
        a
        period of 15 days immediately preceding the date notice is given identifying
        the
        serial numbers of the Securities of this series called for redemption or
        (b) any
        Security so selected for redemption in whole or in part, except the unredeemed
        portion of any Security being redeemed in part.

       

      No
        service charge
        shall be made for any such registration of transfer or exchange, but the
        Company
        may require payment of a sum sufficient to cover any tax or other governmental
        charge payable in connection therewith.

       

      Prior
        to due
        presentment of this Security for registration of transfer, the Company, the
        Trustee and any agent of the Company or the Trustee may treat the Person
        in
        whose name this Security is registered as the absolute owner hereof for all
        purposes, whether or not this Security be overdue, and neither the Company,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Each
        Holder shall be
        deemed to understand that the offer and sale of this Security has not been
        registered under the Securities Act and that this Security may not be offered
        or
        sold except as permitted in the following sentence.  Each Holder shall
        be deemed to agree, on its own behalf and on behalf of any accounts for which
        it
        is acting as hereinafter stated, that if such Holder sells any Securities,
        such
        Holder will do so only (A) to the Company, (B) to a person whom it reasonably
        believes is a “qualified institutional buyer” within the meaning of Rule 144A
        under the Securities Act that purchases for its own account or for the account
        of a qualified institutional buyer to whom notice is given that the resale,
        pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
        transaction in accordance with Rule 903 or 904 of Regulation S under the
        Securities Act, (D) pursuant to the exemption from registration provided
        by Rule
        144 under the Securities Act (if available), (E) in accordance with another
        applicable exemption from the registration requirements of the Securities
        Act
        (and based upon an Opinion of Counsel acceptable to the Company), or (F)
        pursuant to an effective registration statement under the Securities Act,
        and
        each Holder is further deemed to agree to provide to any person purchasing
        any
        Securities from it a notice advising such purchaser that resales of the
        Securities are restricted as stated herein.

       

      Each
        Holder shall be
        deemed to understand that, on any proposed resale of any Securities pursuant
        to
        the exemption from registration under Rule 144 under the Securities Act,
        any
        Holder making any such proposed resale will be required to furnish to the
        Trustee and Company such certifications, legal opinions, and other information
        as the Trustee and Company may reasonably require to confirm that the proposed
        sale complies with the foregoing restrictions.

       

      The
        Indenture and
        the Securities shall be governed by and construed in accordance with the
        laws of
        the State of New York.

       

      As
        used herein,
“Business Day” shall mean each day that is not a day on which banking
        institutions or trust companies in the Borough of Manhattan, the City and
        State
        of New York, or in the city where the Corporate Trust Office of the Trustee
        is
        located, are obligated or authorized by law or executive order to
        close.

       

      As
        provided in the
        Indenture, no recourse shall be had for the payment of the principal of or
        premium, if any, or interest on any Securities, or for any claim based thereon
        or otherwise in respect thereof, or of the indebtedness represented thereby,
        or
        upon any obligation, covenant, or agreement under the Indenture, against,
        and no
        personal liability whatsoever shall attach to, or be incurred by, any
        incorporator, stockholder, officer, or director, as such, past, present,
        or
        future of the Company or of any predecessor or successor (either directly
        or
        through the Company, or a predecessor or successor), whether by virtue of
        any
        constitutional provision, statute or rule of law, or by the enforcement of
        any
        assessment or penalty or otherwise; it being expressly agreed and understood
        that the Indenture and this Security endorsed hereon are solely corporate
        obligations and that any such personal liability is hereby expressly waived
        and
        released as a condition of, and as part of the consideration for, the execution
        of the Indenture and the issuance of this Security.

       

      Unless
        the
        certificate of authentication hereon has been executed by the Trustee or
        an
        Authenticating Agent by manual signature, this Security shall not be entitled
        to
        any benefit under the Indenture or be valid or obligatory for any
        purpose.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

        Exhibit
          4.2

         

        [FORM
          OF NOTE OF THE 2037 SERIES] 

         

      

       

      IN
        WITNESS
        WHEREOF, the Company has caused this instrument to be duly
        executed.

       

      
        	 	
                JERSEY
                  CENTRAL POWER & LIGHT COMPANY

                 

              
	 	
                By:

              	 
	 	
                 Name:
                  Randy Scilla

                 Title:
                  Assistant Treasurer

              
	
                Attested:

                 

              	 
	
                By:

              	 	 
	
                    
                  Name: Edward J. Udovich

              	 
	
                    
                  Title: Assistant Corporate Secretary

              	 


      

      


       

      
        
          6.15%
            Senior Note due 2037

        

        
          
          

          
            

          

        

      

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is one of the
        Securities of the series herein designated, described, or provided for in
        the
        within-mentioned Indenture.

       

      
        	
                Dated:  May 21,
                  2007

              	
                THE
                  BANK OF NEW YORK TRUST
                  COMPANY,N.A.,

                as
                  Trustee

                 

              
	 	
                By:

              	 
	 	
                     Authorized
                  Officer

              


      

    

     

     

    


    
      
        
                   

          
            Certificate
              of
              Authentication for 6.15% Senior Notes due 2037

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CERTIFICATE
      OF TRANSFER

     

    6.15%
      SENIOR
      NOTE DUE 2037

     

    

      FOR
        VALUE
        RECEIVED, the undersigned sells, assigns, and transfers
        unto

       

      PLEASE
        INSERT SOCIAL
        SECURITY OR OTHER

      IDENTIFYING
        NUMBER
        OF ASSIGNEE

       

      Name
        and address of
        assignee must be printed or typewritten:

       

      $__________________________________________________________________________________________________________________________________________

      principal
        amount of
        or beneficial interests* in the within Security of the
        Company and does hereby irrevocably constitute and appoint 
____________________________ to transfer the said principal amount of or
        beneficial interests in said Security on the books of the within-named Company,
        with full power of substitution in the premises.

       

      The
        undersigned
        certifies that said principal amount of or beneficial interests in said Security
        are being resold, pledged, or otherwise transferred as
        follows:  (check one)

       

      
        	 o	
                to
                  the
                  Company;

              


      

       


    
      	 o	
              to
                a Person
                whom the undersigned reasonably believes is a qualified institutional
                buyer within the meaning of Rule 144A under the Securities Act of
                1933, as
                amended (the “Securities Act”) purchasing for its own account or for the
                account of a qualified institutional buyer to whom notice is given
                that
                the resale, pledge, or other transfer is being made in reliance on
                Rule
                144A;

            


    

     

    
      	 o	
              in
                an offshore
                transaction in accordance with Rule 903 or 904 of Regulation S under
                the
                Securities Act;

            


    

     

    
      	 o	
              to
                an
                institution that is an “accredited investor” as defined in Rule 501(a)(1),
                (2), (3) or (7) under the Securities Act in a minimum principal amount
                of
                $2,000 for its own account or in a minimum principal amount of $2,000
                for
                the account of another such “accredited investor” (attach a copy of the
                Letter to be Delivered by Accredited Investors in the form annexed
                signed
                by an authorized officer of the
                transferee);

            


    

    
       

      
        	 o	
                
                  as
                    otherwise permitted by the non-registration legend
                    appearing on this Security;
                    or

                

              


      

    

     

      
        
          	 o	
                  
                    as
                      otherwise
                      agreed by the Company, confirmed in writing to the Trustee,
                      as
                      follows:  [describe]

                  

                


        

      

       

    

    
      	
              Dated:

            	 	 	
              Signature:

            	 
	 	 	
              Print
                name:

               

            


    

    NOTICE.  The
      signature to this assignment must correspond with the name as written upon
      the
      face of the Note in every particular without alteration or enlargement or any
      change whatsoever.

     

    SIGNATURE
      GUARANTEE.  Signatures must be guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Security Registrar, which
      requirements include membership or participation in the Security Transfer Agent
      Medallion Program (“STAMP”) or such other “signature guarantee program” as may
      be determined by the Security Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     

    _______________________________________

    
       

      
        	
                *

              	
                transfers
                  of
                  beneficial interests in this security may be made only to another
                  global
                  security of the same series or as otherwise permitted by applicable
                  securities laws.

              


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        4.2

       

      [FORM
        OF NOTE OF THE 2037 SERIES] 

      
 

    

    UNLESS
      THIS
      CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST
      COMPANY (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY AMOUNT
      PAYABLE  THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR SUCH OTHER
      NAME), 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.  UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE
      OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS
      BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY AND THE TRUSTEE
      BY
      THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED
      EXCEPT AS A WHOLE BY THE DEPOSITARY TO ITS NOMINEE 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.  THIS SECURITY MAY BE EXCHANGED FOR CERTIFICATED
      SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF
      ONLY
      IF (A) THE DEPOSITARY (I) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING OR
      UNABLE TO CONTINUE AS DEPOSITARY OR (II) HAS CEASED TO BE A CLEARING AGENCY
      REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER CASE, A SUCCESSOR DEPOSITARY
      IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR (B) THE COMPANY ELECTS TO
      ISSUE CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE COMPANY
      AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY) OF ALL SECURITIES
      OF THE SERIES DESIGNATED ABOVE.

     

    NEITHER
      THIS
      SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”).  EACH OF THE HOLDER HEREOF, AND EACH OWNER OF A
      BENEFICIAL INTEREST HEREIN BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT
      OF JERSEY CENTRAL POWER & LIGHT COMPANY (THE
“COMPANY”) THAT THIS SECURITY MAY NOT BE REOFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY,
      (2)
      IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
      144
      UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
      144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
      QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR
      ITS
      OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
      IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
      ON
      RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE
      OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) IN AN OFFSHORE TRANSACTION
      IN
      ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT (AS
      INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
      ON
      THE REVERSE OF THIS SECURITY), (5) IN ACCORDANCE WITH ANOTHER APPLICABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
      UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (6) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE,
      IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED
      STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
      AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR, (2) A NON U.S. PERSON
      OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING THE
      REQUIREMENTS OF, PARAGRAPH (k)(2) OF RULE 902 UNDER REGULATION S UNDER THE
      SECURITIES ACT.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    The
      holder of this
      Security, by acceptance hereof, will be deemed to have agreed to be bound by
      the
      provisions of the Registration Rights Agreement referred to herein.

     

    JERSEY
      CENTRAL POWER & LIGHT COMPANY

    6.15%
      Senior
      Note due 2037

    
       

      
        	 Original
                Issue
                Date:	
                May 21,
                  2007

              
	 Stated
                Maturity:	June
                1,
                2037
	 Interest
                Rate:	
                6.15%

              
	 Interest
                Payment Dates:	June 1
                and December 1, commencing December 1, 2007
	 Regular
                Record
                Dates:	The
                regular
                record date with respect to any Interest Payment Date will be the
                first
                day of the calendar month immediately preceding such Interest Payment
                Date
                (whether or not a Business Day).


      

       

    

    Principal
      Amount:                                                                            $7,000,000.00                                                                                              

     

    No.
      1

    CUSIP
      U04536CH6

     

    JERSEY
      CENTRAL POWER
& LIGHT COMPANY, a corporation duly organized and existing under the laws of
      the State of New Jersey (herein called the “Company,”
which term includes any successor under the Indenture
      referred to below), for
      value received, hereby promises to pay to Cede & Co., or registered assigns,
      the principal sum of SEVEN 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 next
      succeeding the Original Issue Date specified above, and at Maturity, at the
      Interest Rate per annum specified above, until the principal hereof is paid
      or
      duly provided for.  Interest on this Security will accrue from and
      including the immediately preceding Interest Payment Date in respect of which
      interest has been paid or made available for payment (or from and including
      the
      Original Issue Date if no interest has been paid or made available for payment)
      to, but excluding, the applicable Interest Payment Date or Maturity, as the
      case
      may be.  The interest so payable, and paid or duly provided for, on
      any Interest Payment Date shall, as provided in such Indenture, be paid to
      the
      Person in whose name this Security (or one or more Predecessor Securities)
      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.  Notwithstanding the foregoing, (a) if the Original Issue Date
      of this Security is after a Regular Record Date and before the corresponding
      Interest Payment Date, interest so payable for the period from and including
      the
      Original Issue Date to, but excluding, such Interest Payment Date shall be
      paid
      on the next succeeding Interest Payment Date to the Holder hereof on the related
      Regular Record Date, and (b) interest payable at Maturity shall be paid to
      the
      Person to whom principal shall be paid.  Except as otherwise provided
      in said Indenture, any such interest not so paid or duly provided for shall
      forthwith cease to be payable to the Holder on such Regular Record Date and
      may
      either be paid to the Person in whose name this Security (or one or more
      Predecessor Securities) 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 (defined below), notice of which shall be given to Holders of Securities
      of this series not less than 10 days prior to such Special Record Date, or
      be
      paid at any time in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which the Securities of this series
      may be listed, and upon such notice as may be required by such exchange, all
      as
      more fully provided in said Indenture.  Interest on this Security
      shall be computed on the basis of a 360-day year consisting of twelve 30-day
      months, and with respect to any period less than a full calendar month, on
      the
      basis of actual days elapsed during such period.

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    Payment
      of the
      principal of and premium, if any, on this Security and interest hereon at
      Maturity shall be made upon presentation of this Security at the Corporate
      Trust
      Administration Office of our designated agent, The Bank of New York, located
      at
      101 Barclay Street, Floor 8W, New York, New York 10286, or at such other office
      or agency as may be designated for such purpose by the Company from time to
      time.  Payment of interest, if any, on this Security (other than
      interest at Maturity) shall be made by check mailed to the address of the Person
      entitled thereto as such address shall appear in the Security Register, except
      that (a) if such Person shall be a securities depositary, such payment may
      be
      made by such other means in lieu of check as shall be agreed upon by the
      Company, the Trustee or other Paying Agent and such Person and (b) if such
      Person is a Holder of $10,000,000 or more in aggregate principal amount of
      Securities of this series such payment may be in immediately available funds
      by
      wire transfer to such account as may have been designated in writing by the
      Person entitled thereto as set forth herein in time for the Paying Agent to
      make
      such payments in accordance with its normal procedures.  Any such
      designation for wire transfer purposes shall be made by filing the appropriate
      information with our designated agent, The Bank of New York, at its Corporate
      Trust Administration Office, located at 101 Barclay Street, Floor 8W, New York,
      New York 10286, not less than fifteen calendar days prior to the applicable
      payment date and, unless revoked by written notice to the Trustee received
      on or
      prior to the Regular Record Date immediately preceding the applicable Interest
      Payment Date, shall remain in effect with respect to any further interest
      payments (other than interest payments at Maturity) with respect to this
      Security payable to such Holder.  Payment of the principal of and
      premium, if any, and interest, if any, on this Security, as aforesaid, shall
      be
      made 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.

     

    This
      Security is one
      of a duly authorized issue of securities of the Company (herein called the
      “Securities”), issued and issuable in one or more
      series under an Indenture, dated as of July 1, 1999 (such Indenture as
      originally executed and delivered and as supplemented or amended from time
      to
      time thereafter, together with any constituent instruments establishing the
      terms of particular Securities, being herein called the
“Indenture”), between the Company and United States
      Trust Company of New York, under which The Bank of New York Trust Company,
      N.A.
      is successor trustee (herein called the “Trustee,”
which term includes any successor trustee under
      the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      description of the respective rights, limitations of rights, duties, and
      immunities of the Company, the Trustee, and the Holders of the Securities
      thereunder and of the terms and conditions upon which the Securities are, and
      are to be, authenticated and delivered.  The acceptance of this
      Security shall be deemed to constitute the consent and agreement by the Holder
      hereof to all of the terms and provisions of the Indenture.  This
      Security is one of the series designated above.

     

    If
      any Interest
      Payment Date, any Redemption Date, or the Stated Maturity shall not be a
      Business Day (as hereinafter defined), payment of the amounts due on this
      Security on such date may be made on the next succeeding Business Day; and,
      if
      such payment is made or duly provided for on such next succeeding Business
      Day,
      no interest shall accrue on such amounts for the period from and after such
      Interest Payment Date, Redemption Date, or Stated Maturity, as the case may
      be,
      to such Business Day.

     

    Pursuant
      to the
      Registration Rights Agreement dated May 21, 2007 between the Company and
      Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc., and
      Wachovia Capital Markets, LLC, as representatives of the initial purchasers
      (the
“Registration Rights Agreement”), the Company will be
      obligated to consummate an exchange offer pursuant to which the Holder of this
      Security shall have the right to exchange this Security for the Company’s 6.15%
      Exchange Senior Note due 2037 (an “Exchange Note”), at
      such time as such Exchange Note shall have been registered under the Securities
      Act, in like principal amount and having terms identical in all material
      respects to this Security (except that such Exchange Note will not contain
      terms
      with respect to registration rights, the payment of additional interest, and
      other provisions restricting transfers and resales, including this
      paragraph).  The Holders of this Security shall be entitled to receive
      certain additional interest payments at the rate per annum of 0.25% in the
      event
      such exchange offer is not consummated within 210 days after the Closing Date
      and upon certain other conditions, all pursuant to and in accordance with the
      terms of the Registration Rights Agreement.

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    This
      Security is
      redeemable, as a whole or in part, at the Company’s option, at any time or from
      time to time, on at least 30 days’, but not more than 60 days’, prior notice
      mailed to the registered address of each holder of the
      Securities.  The redemption prices will be equal to the greater of:
      (1) 100% of the principal amount of the Securities to be redeemed, and (2)
      as
      determined by the Independent Investment Banker, 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 a rate equal to the sum of the Adjusted Treasury
      Rate
      (as defined below) plus 25 basis points.  In each case, accrued and
      unpaid interest 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
      the
      notes 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 securities
      (“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.

     

    “Reference
      Treasury
      Dealer” means (i) each of Barclays Capital Inc., J.P. Morgan Securities Inc. 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
      another Primary Treasury Dealer, and (ii) 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.

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    “Remaining
      Scheduled
      Payments” means the remaining scheduled payments of principal of and interest on
      this Security 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 this Security, the amount of the next succeeding scheduled
      interest payment on this Security will be reduced by the amount of interest
      accrued on this Security to such redemption date.

     

    On
      and after the
      redemption date, interest will cease to accrue on this Security or any portion
      of the Security called for redemption (unless the Company defaults in the
      payment of the redemption price and accrued interest.  On or before
      the redemption date, the Company will deposit with a paying agent (or the
      Trustee) money sufficient to pay the redemption price of and accrued interest
      on
      the Security to be redeemed on such date.  If less than all the
      Securities of any series are to be redeemed, the Securities to be redeemed
      shall
      be selected by the Trustee by such method as the Trustee shall deem fair and
      appropriate.

     

    Notice
      of redemption
      shall be given by mail to Holders of Securities, not less than 30 days nor
      more
      than 60 days prior to the date fixed for redemption, all as provided in the
      Indenture.  As provided in the Indenture, notice of redemption at the
      election of the Company as aforesaid may state that such redemption shall be
      conditional upon the receipt by the Trustee of money sufficient to pay the
      principal of and premium, if any, and interest, if any, on this Security on
      or
      prior to the date fixed for such redemption; a notice of redemption so
      conditioned shall be of no force or effect if such money is not so received
      and,
      in such event, the Company shall not be required to redeem this
      Security.

     

    In
      the event of
      redemption of this Security in part only, a new Security or Securities of this
      series, of like tenor, representing the unredeemed portion hereof shall be
      issued in the name of the Holder hereof upon the cancellation
      hereof.

     

    If
      an Event of
      Default with respect to the Securities of this series shall occur and be
      continuing, the principal of this Security 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 Trustee to enter
      into
      one or more supplemental indentures for the purpose of adding any provisions
      to,
      or changing in any manner or eliminating any of the provisions of, the Indenture
      with the consent of the Holders of a majority in aggregate principal amount
      of
      the Securities of all series then outstanding under the Indenture, considered
      as
      one class; provided, however, that if there shall be Securities of more than
      one
      series outstanding under the Indenture and if a proposed  supplemental
      indenture shall directly affect the rights of the Holders of Securities of
      one
      or more but less than all, of such series, then the consent of the Holders
      of
      only a majority in aggregate  principal amount of the outstanding
      Securities of all series so directly affected, considered as one class, shall
      be
      required; and provided, further, that if the Securities of any series shall
      have
      been issued in more than one tranche and if the proposed supplemental indenture
      shall directly affect the rights of the Holders of Securities of one or more,
      but less than all, of such tranches, then the consent only of the Holders of
      a
      majority in aggregate principal amount of the outstanding Securities of all
      tranches so directly affected, considered as one class, shall be required;
      and
      provided, further, that the Indenture permits the Trustee to enter into one
      or
      more supplemental indentures for limited purposes without the consent of any
      Holders of Securities.  The Indenture also contains provisions
      permitting the Holders of a majority in principal amount of the Securities
      then
      outstanding, on behalf of the Holders of all Securities, to waive compliance
      by
      the Company with certain provisions of the Indenture and certain past defaults
      under the Indenture and their consequences.  Any such consent or
      waiver by the Holder of this Security shall be conclusive and binding upon
      such
      Holder and upon all future Holders of this Security and of any Security issued
      upon the registration of transfer hereof or in exchange therefor or in lieu
      hereof, whether or not notation of such consent or waiver is made upon this
      Security.

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    No
      reference herein
      to the Indenture and no provision of this Security or of the Indenture shall
      alter or impair the obligation of the Company, which is absolute and
      unconditional, to pay the principal of and premium, if any, and interest, if
      any, on this Security at the times, place, and rate, in the coin or currency,
      and in the manner, herein prescribed.

     

    As
      provided in the
      Indenture and subject to certain limitations therein and herein set forth,
      this
      Security or any portion of the principal amount hereof will be deemed to have
      been paid for all purposes of the Indenture and to be no longer outstanding
      thereunder, and, at the election of the Company, the Company’s entire
      indebtedness in respect thereof will be satisfied  and discharged, if
      there has been irrevocably deposited with the Trustee or any Paying Agent (other
      than the Company) in trust, money in an amount which will be sufficient and/or
      Eligible Obligations, the principal of and interest on which when due, without
      any regard to reinvestment thereof, will provide moneys which, together with
      moneys so deposited, will be sufficient to pay when due the principal of and
      premium, if any, and interest, if any, on this Security when due.

     

    The
      Indenture
      contains terms, provisions, and conditions relating to the consolidation or
      merger of the Company with or into, and the conveyance or other transfer, or
      lease, of assets to, another Person, to the assumption by such other Person,
      in
      certain circumstances, of all of the obligations of the Company under the
      Indenture and on the Securities and to the release and discharge of the Company
      in certain circumstances, from such obligations.

     

    As
      provided in the
      Indenture and subject to certain limitations therein set forth, the transfer
      of
      this Security is registrable in the Security Register, upon surrender of this
      Security for registration of transfer at the office of our designated agent,
      The
      Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New York
      10286, or such other office or agency as may be designated by the Company from
      time to time, duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Security Registrar duly
      executed by, the Holder hereof or his attorney duly authorized in writing,
      and
      thereupon one or more new Securities of this series of authorized denominations
      and of like tenor and aggregate principal amount, will be issued to the
      designated transferee or transferees.

     

    The
      Securities of
      this series are issuable only as registered Securities, without coupons, and
      in
      denominations of $2,000 and integral multiples of $1,000 in excess
      thereof.  As provided in the Indenture and subject to certain
      limitations therein set forth, Securities of this series are exchangeable for
      a
      like aggregate principal amount of Securities of the same series and tranche,
      of
      any authorized denominations, as requested by the Holder surrendering the same,
      and of like tenor upon surrender of the Security or Securities to be exchanged
      at the Corporate Trust Administration Office of our designated agent, The Bank
      of New York, located at 101 Barclay Street, Floor 8W, New York, New York 10286,
      or such other office or agency as may be designated by the Company from time
      to
      time.

     

    The
      Company shall
      not be required to execute and the Security Registrar shall not be required
      to
      register the transfer of or exchange of (a) Securities of this series during
      a
      period of 15 days immediately preceding the date notice is given identifying
      the
      serial numbers of the Securities of this series called for redemption or (b)
      any
      Security so selected for redemption in whole or in part, except the unredeemed
      portion of any Security being redeemed in part.

     

    No
      service charge
      shall be made for any such registration of transfer or exchange, but the Company
      may require payment of a sum sufficient to cover any tax or other governmental
      charge payable in connection therewith.

     

    Prior
      to due
      presentment of this Security for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the absolute owner hereof for all
      purposes, whether or not this Security be overdue, and neither the Company,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    Each
      Holder shall be
      deemed to understand that the offer and sale of this Security has not been
      registered under the Securities Act and that this Security may not be offered
      or
      sold except as permitted in the following sentence.  Each Holder shall
      be deemed to agree, on its own behalf and on behalf of any accounts for which
      it
      is acting as hereinafter stated, that if such Holder sells any Securities,
      such
      Holder will do so only (A) to the Company, (B) to a person whom it reasonably
      believes is a “qualified institutional buyer” within the meaning of Rule 144A
      under the Securities Act that purchases for its own account or for the account
      of a qualified institutional buyer to whom notice is given that the resale,
      pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
      transaction in accordance with Rule 903 or 904 of Regulation S under the
      Securities Act, (D) pursuant to the exemption from registration provided by
      Rule
      144 under the Securities Act (if available), (E) in accordance with another
      applicable exemption from the registration requirements of the Securities Act
      (and based upon an Opinion of Counsel acceptable to the Company), or (F)
      pursuant to an effective registration statement under the Securities Act, and
      each Holder is further deemed to agree to provide to any person purchasing
      any
      Securities from it a notice advising such purchaser that resales of the
      Securities are restricted as stated herein.

     

    Each
      Holder shall be
      deemed to understand that, on any proposed resale of any Securities pursuant
      to
      the exemption from registration under Rule 144 under the Securities Act, any
      Holder making any such proposed resale will be required to furnish to the
      Trustee and Company such certifications, legal opinions, and other information
      as the Trustee and Company may reasonably require to confirm that the proposed
      sale complies with the foregoing restrictions.

     

    The
      Indenture and
      the Securities shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    As
      used herein,
“Business Day” shall mean each day that is not a day on which banking
      institutions or trust companies in the Borough of Manhattan, the City and State
      of New York, or in the city where the Corporate Trust Office of the Trustee
      is
      located, are obligated or authorized by law or executive order to
      close.

     

    As
      provided in the
      Indenture, no recourse shall be had for the payment of the principal of or
      premium, if any, or interest on any Securities, or for any claim based thereon
      or otherwise in respect thereof, or of the indebtedness represented thereby,
      or
      upon any obligation, covenant, or agreement under the Indenture, against, and
      no
      personal liability whatsoever shall attach to, or be incurred by, any
      incorporator, stockholder, officer, or director, as such, past, present, or
      future of the Company or of any predecessor or successor (either directly or
      through the Company, or a predecessor or successor), whether by virtue of any
      constitutional provision, statute or rule of law, or by the enforcement of
      any
      assessment or penalty or otherwise; it being expressly agreed and understood
      that the Indenture and this Security endorsed hereon are solely corporate
      obligations and that any such personal liability is hereby expressly waived
      and
      released as a condition of, and as part of the consideration for, the execution
      of the Indenture and the issuance of this Security.

     

    Unless
      the
      certificate of authentication hereon has been executed by the Trustee or an
      Authenticating Agent by manual signature, this Security shall not be entitled
      to
      any benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit
        4.2

       

      [FORM
        OF NOTE OF THE 2037 SERIES] 

      
 

    

    IN
      WITNESS
      WHEREOF, the Company has caused this instrument to be duly
      executed.

     

    
      	 	
              JERSEY
                CENTRAL POWER & LIGHT COMPANY

               

            
	 	
              By:

            	 
	 	
               Name:
                Randy Scilla

               Title:
                Assistant Treasurer

            
	
              Attested:

               

            	 
	
              By:

            	 	 
	
                  
                 Name: Edward J. Udovich

            	 
	
                  
                Title: Assistant Corporate Secretary

            	 


    

    


     

    


    
      
        
                

            6.15%
              Senior Note due
              2037      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is one of the
      Securities of the series herein designated, described, or provided for in the
      within-mentioned Indenture.

     

    
      	
              Dated:  May 21,
                2007

            	
              THE
                BANK OF NEW YORK TRUST COMPANY,
                N.A.,

              as
                Trustee

               

            
	 	
              By:

            	 
	 	
                  
                Authorized Officer

            


    

    


    
      
        
                

                    Certificate
              of Authentication for 6.15% Senior Notes due
              2037      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CERTIFICATE
      OF TRANSFER

     

    6.15%
      SENIOR
      NOTE DUE 2037

     

    FOR
      VALUE
      RECEIVED, the undersigned sells, assigns, and transfers
      unto

     

    PLEASE
      INSERT SOCIAL
      SECURITY OR OTHER

    IDENTIFYING
      NUMBER
      OF ASSIGNEE

     

    Name
      and address of
      assignee must be printed or typewritten:

     

    $
      ___________________________________________________________________________________________________________________________________________

    principal
      amount of
      or beneficial interests* in the within
      Security of the Company and does hereby irrevocably constitute and appoint
      _____________________________ to transfer the said principal amount of or
      beneficial interests in said Security on the books of the within-named Company,
      with full power of substitution in the premises.

     

    The
      undersigned
      certifies that said principal amount of or beneficial interests in said Security
      are being resold, pledged, or otherwise transferred as
      follows:  (check one)

     

    
      	
              o

            	
              to
                the
                Company;

            


    

     

    
      	
              o

            	
              to
                a Person
                whom the undersigned reasonably believes is a qualified institutional
                buyer within the meaning of Rule 144A under the Securities Act of
                1933, as
                amended (the “Securities Act”) purchasing for its own account or for the
                account of a qualified institutional buyer to whom notice is given
                that
                the resale, pledge, or other transfer is being made in reliance on
                Rule
                144A;

            


    

     

    
      	
              o

            	
              in
                an offshore
                transaction in accordance with Rule 903 or 904 of Regulation S under
                the
                Securities Act;

            


    

     

    
      	
              o

            	
              to
                an
                institution that is an “accredited investor” as defined in Rule 501(a)(1),
                (2), (3) or (7) under the Securities Act in a minimum principal amount
                of
                $2,000 for its own account or in a minimum principal amount of $2,000
                for
                the account of another such “accredited investor” (attach a copy of the
                Letter to be Delivered by Accredited Investors in the form annexed
                signed
                by an authorized officer of the
                transferee);

            


    

     

    
      	
              o

            	
              as
                otherwise
                permitted by the non-registration legend appearing on this Security;
                or

            


    

     

    
      	
              o

            	
              as
                otherwise
                agreed by the Company, confirmed in writing to the Trustee, as
                follows:  [describe]

            


    

     

    
      	
              Dated:

            	 	 	
              Signature:

            	 
	 	 	
              Print
                name:

            


    

     

    NOTICE.  The
      signature to this assignment must correspond with the name as written upon
      the
      face of the Note in every particular without alteration or enlargement or any
      change whatsoever.

     

    SIGNATURE
      GUARANTEE.  Signatures must be guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Security Registrar, which
      requirements include membership or participation in the Security Transfer Agent
      Medallion Program (“STAMP”) or such other “signature guarantee program” as may
      be determined by the Security Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

    
________________________________

    
 

    
      
        	
                *

              	
                transfers
                  of
                  beneficial interests in this security may be made only to another
                  global
                  security of the same series or as otherwise permitted by applicable
                  securities laws.