ex4_1.htm


    
      Exhibit
        4.1

       

      [FORM
        OF NOTE OF THE
        2017 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

      5.65%
        Senior
        Note due 2017

      
         

        
          	
                  OriginalIssue
                    Date:   

                	
                  May 21,
                    2007

                


        

         

        
          	
                  Stated
                    Maturity:  

                	
                  June
                    1,
                    2017

                


        

         

        
          	
                  Interest 
                    Rate:

                	
                  5.65%

                


        

         

        
          	
                  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:                $243,000,000.00   

                                                                                                          
        No. 1

      CUSIP
        476556CS2

       

      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 FORTY 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 5.65%
        Exchange Senior Note due 2017 (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 20 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
        4.1

       

      [FORM
        OF NOTE OF THE 2017 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

              	 


      

      


       

       

      
        
          5.65%
            Senior Note due 2017

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      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 5.65% Senior Notes due 2017

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      CERTIFICATE
        OF TRANSFER

       

      5.65%
        SENIOR
        NOTE DUE 2017

       

      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
            4.1

           

          [FORM
            OF NOTE OF THE 2017 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

      5.65%
        Senior
        Note due 2017

       

      
        	
                OriginalIssue
                  Date:   

              	
                May 21,
                  2007

              


      

       

      
        	
                Stated
                  Maturity:  

              	
                June
                  1,
                  2017

              


      

       

      
        	
                Interest 
                  Rate:

              	
                5.65%

              


      

       

      
        	
                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
        U04536CG8

       

      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 5.65%
        Exchange Senior Note due 2017 (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 20 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
            4.1

           

          [FORM
            OF NOTE OF THE 2017 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

              	 


      

      


       

      
        
          5.65%
            Senior
            Note due 2017

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      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 5.65% Senior Notes due 2017

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      CERTIFICATE
        OF TRANSFER

       

      5.65%
        SENIOR
        NOTE DUE 2017

       

      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.