Exhibit Index ------------- Exhibits: 1-A Underwriting Agreement, dated June 9, 1999, between Pennsylvania Electric Company, Penelec Capital II, L.P., Penelec Capital Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets...

                                  Exhibit Index
                                  -------------


      Exhibits:

            1-A   Underwriting Agreement, dated June 9, 1999, between
                  Pennsylvania Electric Company, Penelec Capital II, L.P.,
                  Penelec Capital Trust and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
                  ▇▇▇▇▇ Incorporated, CIBC World Markets Corp., First Union
                  Capital Markets Corp., ▇▇▇▇▇▇▇ Sachs & Co., and PaineWebber
                  Incorporated as representatives of the several
                  underwriters, including themselves, named in Schedule II
                  thereto providing for the issuance and sale of $100,000,000
                  aggregate liquidation amount of 7.34% Trust Originated
                  Preferred Securities.

            8     Opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇