SUPPLEMENTAL INDENTURE NO. 2

[Execution Copy]

THIS SUPPLEMENTAL INDENTURE NO. 2 (the "Supplemental Indenture") dated as of October 1, 2009, between PENNSYLVANIA ELECTRIC COMPANY, a corporation organized and validly existing under the laws of the Commonwealth of Pennsylvania (the "Company") and THE BANK OF NEW YORK MELLON, a banking corporation organized and validly existing under the laws of the State of New York ("BNY Mellon").

         WHEREAS, the Company and BNY Mellon are parties to the Indenture between the Company and United States Trust Company of New York as Trustee, where BNY Mellon is Successor Trustee (the “Trustee”), dated as of April 1, 1999, as heretofore supplemented and amended by a Supplemental Indenture No.1 dated as of May 1, 2001 (the "Indenture");

WHEREAS, pursuant to Section 12.01(a)(10) of the Indenture, the Company, when authorized by a resolution of the Board of Directors, and the Trustee, without the consent of the Holders, may enter into a supplemental indenture for the purpose of amending and making any change in and to the terms of the Indenture that is not prejudicial to the Holders of Notes under the Indenture in any material respect;

WHEREAS, the Company and the Trustee desire to amend Section 8.09 of the Indenture, to delete the requirement that only a corporation that has its principal place of business in the Borough of Manhattan, The City of New York, State of New York may be eligible to act as Trustee under the Indenture;

         WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Officers’ Certificate and a copy of a Board Resolution of the Company authorizing the execution, delivery and performance of this Supplemental Indenture; and

         WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed.

         NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee hereby agree as follows for the equal and ratable benefit of all Holders of the Company’s Notes issued under the Indenture:

         Section 1.01 General . For all purposes of the Indenture and this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the words "herein", "hereof' and "hereunder" and other words of similar import refer to the Indenture and this Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and

(b) capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

         Section 2.01 Amendments . The Indenture is hereby amended in the following respects:

The second sentence of the first paragraph of Section 9.09 of the Indenture shall be