SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of March 1, 2009, between FIRSTENERGY GENERATION CORP., a corporation organized and existing under the laws of the State of Ohio (hereinafter called the “ Company ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association organized and existing under the laws of the United States of America, as Trustee (hereinafter called the “ Trustee ”) under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008 (hereinafter called the “ Original Indenture ”) with the Company.

WHEREAS , the Company has heretofore duly executed and delivered to the Trustee the Original Indenture to secure Bonds of the Company, issuable in series, from time to time, in the manner and subject to the conditions set forth, and without limit as to principal amount except as provided in the Original Indenture which Original Indenture has been filed for record in the filing offices set forth on Schedule 1 attached hereto and incorporated herein by reference; and

WHEREAS , the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture supplementing the Original Indenture dated as of June 25, 2008 (the “ First Supplemental Indenture ” and the Original Indenture, as supplemented by the aforementioned First Supplemental Indenture, this Second Supplemental Indenture and any other indentures supplemental to the Original Indenture are herein collectively called the “ Indenture ”); and

WHEREAS , the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create two new series of Bonds under the Indenture, consisting of $50,000,000 in principal amount to be designated as “First Mortgage Bonds, Guarantee Series A of 2009 due 2014” (hereinafter referred to as the “ bonds of Guarantee Series A ”) and $50,000,000 in principal amount to be designated as “First Mortgage Bonds, Guarantee Series B of 2009 due 2023” (hereinafter referred to as the “ bonds of Guarantee Series B ”, and together with the bonds of Guarantee Series A, the “ bonds of Guarantee Series ”), which shall bear interest at the respective rates per annum set forth in, shall be subject to certain redemption rights and obligations set forth in, and will otherwise be in the respective forms and have the terms and provisions provided for in this Supplemental Indenture; and

WHEREAS , the bonds of Guarantee Series A and the Trustee’s certificate of authentication to be endorsed thereon shall be substantially in the form included in Exhibit A hereto and the bonds of Guarantee Series B and the Trustee’s certificate of authentication to be endorsed thereon shall be substantially in the form included in Exhibit B hereto; and

WHEREAS , it is provided in the Indenture, among other things, that the Company shall execute and file with the Trustee and the Trustee, at the request of the Company, when required

 by the Indenture, shall join in indentures supplemental thereto, and which thereafter shall form a part thereof, for the purpose, among others, of reflecting the addition of property to the Mortgaged Property and providing for the creation of any series of Bonds and specifying the form and provisions of the Bonds of such series; and

WHEREAS , the Company deems it advisable to enter into this Supplemental Indenture for the purposes of establishing the form, terms and provisions of the bonds of Guarantee Series A and the bonds of Guarantee Series B, as provided and contemplated by Sections 2.01(a) and 3.01(b) of the Indenture and to reflect the addition of the Additional Property to the Mortgaged Property, and the Company has requested and hereby requests the Trustee to join in the execution of this Supplemental Indenture; and

WHEREAS , all acts and things have been done and performed which are necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed; and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized.

NOW THEREFORE , in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows:

SECTION 1.01                Terms Incorporated by Reference .

Except for the terms defined in this Supplemental Indenture, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Original Indenture.

SECTION 1.02                Additional Definitions .

“ 2009-A Revenue Bonds ” means the $50,000,000 aggregate principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy Generation Corp. Project) to be issued by the Ohio Air Quality Development Authority.

“ 2009-A Revenue Bond Indenture ” means the Trust Indenture, dated as of March 1, 2009, between the Ohio Air Quality Development Authority and the 2009-A Revenue Bond Trustee, securing the 2009-A Revenue Bonds issued for the benefit of the Company.

“ 2009-A Revenue Bond Trustee ” means The Bank of New York Mellon Trust Company, N.A., as trustee under that certain 2009-A Revenue Bond Indenture.

“ 2009-B Revenue Bonds ” means the $50,000,000 aggregate principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-B (FirstEnergy Generation Corp. Project) to be issued by the Ohio Air Quality Development Authority.

“ 2009-B Revenue Bond Indenture ” means the Trust Indenture, dated as of March 1, 2009, between the Ohio Air Quality Development Authority and the 2009-B Revenue Bond Trustee, securing the 2009-B Revenue Bonds issued for the benefit of the Company.

“ 2009-B Revenue Bond Trustee ” means The Bank of New York Mellon Trust Company, N.A., as trustee under that certain 2009-B Revenue Bond Indenture.

“ Initial Interest Accrual Date ” shall have the respective meaning assigned to such term in each form of bond of Guarantee Series.

“ Interest Payment Date ” shall have the respective meaning assigned to such term in each form of bond of Guarantee Series.

“ Revenue Bond Indentures ” means, collectively, the 2009-A Revenue Bond Indenture and the 2009-B Revenue Bond Indenture.

“ Revenue Bond Trustees ” means, collectively, the 2009-A Revenue Bond Trustee and the 2009-B Revenue Bond Trustee.

SECTION 1.03.                 Rules of Construction.   All references to any agreement refer to such agreement as modified, varied, supplemented, amended or restated from time to time by the parties thereto (including any permitted successors or assigns) in accordance with its terms.

SECTION 2.01.               Designation and Issuance of Bonds.   (a)  The bonds of Guarantee Series A shall be designated, as hereinbefore recited, as the Company’s “First Mortgage Bonds,   Guarantee Series A of 2009 due 2014” and, subject to the provisions of the Indenture, shall be limited to the aggregate principal amount of Fifty Million Dollars ($50,000,000).  The bonds of Guarantee Series A are to be issued and secured by the Lien of the Indenture.

(b)           The bonds of Guarantee Series B shall be designated, as hereinbefore recited, as the Company’s “First Mortgage Bonds, Guarantee Series B of 2009 due 2023” and, subject to the provisions of the Indenture, shall be limited to the aggregate principal amount of Fifty Million Dollars ($50,000,000).  The bonds of Guarantee Series B are to be issued and secured by the Lien of the Indenture.

SECTION 2.02.   Form, Date, Maturity Date, Interest Rate and Interest Payment Dates of Bonds.   (a)  The definitive bonds of Guarantee Series shall be in engraved, lithographed, printed or typewritten form and shall be registered bonds without coupons, and such bonds and the Trustee’s certificate of authentication to be endorsed thereon shall be substantially in the

respective forms included in Exhibits A and B hereto.  The bonds of Guarantee Series shall be dated as provided in Section 3.03 of the Indenture.

(b)           The bonds of Guarantee Series A shall bear interest from the Initial Interest Accrual Date as provided in the form of the bond of Guarantee Series A, and such provisions are incorporated at this place as though set forth in their entirety.  The interest rate and maturity date of the bonds of Guarantee Series A shall be as set forth in the form of the bond of Guarantee Series A.

(c)           The interest on the bonds of Guarantee Series A so payable on any Interest Payment Date shall, subject to the exceptions provided in Section 3.07 of the Indenture, be paid to the person in whose name such bond is registered on such Interest Payment Date.

(d)           The bonds of Guarantee Series B shall bear interest from the Initial Interest Accrual Date as provided in the form of the bond of Guarantee Series B, and such provisions are incorporated at this place as though set forth in their entirety. The interest rate and maturity date of the bonds of Guarantee Series B shall be as set forth in the form of the bond of Guarantee Series B.

(e)           The interest on the bonds of Guarantee Series B so payable on any Interest Payment Date shall, subject to the exceptions provided in Section 3.07 of the Indenture, be paid to the person in whose name such bond is registered on such Interest Payment Date.

SECTION 2.03.               Bonds Issued as Collateral Security.   The bonds of Guarantee Series A shall be issued, delivered, and pledged to, and registered in the name of, the 2009-A Revenue Bond Trustee in order to secure and provide for, and as collateral security for, the due and punctual payment of the principal of and interest on the 2009-A Revenue Bonds.  The bonds of Guarantee Series B shall be issued, delivered, and pledged to, and registered in the name of, the 2009-B Revenue Bond Trustee in order to secure and provide for, and as collateral security for, the due and punctual payment of the principal of and interest on the 2009-B Revenue Bonds.

SECTION 2.04.               Credit for Payments of the Revenue Bonds.   (a)  If and when the principal of any 2009-A Revenue Bonds is paid, then there is deemed to be paid an equal principal amount of the bonds of Guarantee Series A then outstanding; provided, however, that such payment of the bonds of Guarantee Series A is deemed to be made only when and to the extent that notice of such payment of such 2009-A Revenue Bonds is given by the Company to the Trustee.

(b)           If and when the principal of any 2009-B Revenue Bonds is paid, then there is deemed to be paid an equal principal amount of the bonds of Guarantee Series B then outstanding; provided, however, that such payment of the bonds of Guarantee Series B is deemed to be made only when and to the extent that notice of such payment of such 2009-B Revenue Bonds is given by the Company to the Trustee.

SECTION 2.05.   Execution of Bonds.   The bonds of Guarantee Series shall be executed on behalf of the Company in accordance with Section 3.03 of the Indenture.

SECTION 2.06.               Medium and Places of Payment of Principal of, and Interest on, Bonds; Transferability and Exchangeability.   The principal of, and the interest on, the bonds of Guarantee Series shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such principal and interest shall be payable at the office or agency of the Company in the City of Cleveland, State of Ohio.  The Corporate Trust Office of the Trustee shall serve as the initial location of such office.  Subject to the limitations provided herein, the bonds of Guarantee Series shall be transferable and exchangeable, in the manner provided in Sections 3.05 and 3.06 of the Indenture, at said office or agency.  The bonds of Guarantee Series shall not be transferable except (i) to a successor to the respective Revenue Bond Trustee under the respective Revenue Bond Indenture, (ii) in connection with the exercise of the rights and remedies of the holder thereof consequent upon an event of default as defined in the Indenture, or (iii) as may be necessary to comply with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company.  No charge shall be made by the Company to the registered owner of any bond of Guarantee Series for the registration of transfer of such bond or for the exchange thereof for bonds of the same series of other authorized denominations, except, in the case of any transfer, a charge sufficient to reimburse the Company for any stamp or other tax or governmental charge required to be paid by the Company or the Trustee.

SECTION 2.07.       Denominations and Numbering of Bonds .  The bonds of Guarantee Series shall be issued in the denomination of $5,000 and any integral multiple thereof.  The bonds of Guarantee Series shall each be numbered R-1 and consecutively upwards.

SECTION 2.08.       Temporary Bonds.   Until definitive bonds of Guarantee Series are ready for delivery, there may be authenticated and issued in lieu of any thereof and subject to all of the provisions, limitations, and conditions set forth in Section 3.04 of the Indenture, temporary registered bonds of Guarantee Series without coupons.

SECTION 2.09.       Mandatory Redemption.   The bonds of Guarantee Series shall be subject to mandatory redemption as provided in the respective forms thereof.

SECTION 2.10.      Additional Property; Confirmation of Lien.   The Company, for the equal and proportionate benefit and security of the holders of all Bonds at any time issued under the Indenture, hereby confirms the lien and security interest of the Indenture upon, and hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in, the Mortgaged Property, including the Additional Property legally described on Exhibit C attached hereto and made a part hereof, but excluding from such lien, security interest and grant all property which, by virtue of any of the provisions of the Indenture, is excluded from the lien, security interests and granting clauses thereof.  The term “ Mortgaged Property ” as used in the Indenture means and refers to the “Mortgaged Property” as defined in the Original Indenture, together with the Additional Property.

SECTION 3.01                 Except as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture; the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals herein or in the bonds of Guarantee Series (except the Trustee’s authentication certificate), all of which are made by the Company solely; and this Supplemental Indenture is executed and accepted by the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents and purposes as if the terms and conditions of the Indenture were herein set forth at length.

SECTION 3.02                  As supplemented by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture as herein defined, and this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 3.03                 Nothing in this Supplemental Indenture contained shall or shall be construed to confer upon any person other than a Holder of Bonds issued under the Indenture, the Company and the Trustee any right or interest to avail himself of any benefit under any provision of the Indenture or of this Supplemental Indenture.

SECTION 3.04                 This Supplemental Indenture may be simultaneously executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, FIRSTENERGY GENERATION CORP., party of the first part hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., party of the second part hereto, have caused these presents to be executed in their respective names as of the day and year first above written.

                                                            )ss.:

COUNTY OF SUMMIT                     )

On the 6 ^th day of March, 2009, personally appeared before me, a Notary Public in and for the said County and State aforesaid, James F. Pearson, to me known and known to me to be the Vice President and Treasurer of FIRSTENERGY GENERATION CORP., the corporation which executed the foregoing instrument, and who severally acknowledged that he did sign such instrument as such Vice President and Treasurer of FIRSTENERGY GENERATION CORP., the same is his free act and deed and the free and corporate act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6 ^th day of March, 2009.

                                                             )ss.: