EXHIBIT
			 10-10
	 
	EXECUTION COPY
	



	 
		 
	 

	 
		SUPPORT AGREEMENT
		
	 

	 
		Dated as of July 1,
		2007
	 

	 
		between
	 

	 
		MANSFIELD 2007 TRUST A,
		
as Lessor
	 

	 
		and
	 

	 
		FIRSTENERGY GENERATION
		CORP., 
as Lessee
	 

	 
		_______________________________________________

	 

	 
		SALE AND LEASEBACK OF A
		16.8885% UNDIVIDED INTEREST IN 
BRUCE MANSFIELD PLANT UNIT 1
	 

	 
		_______________________________________________

	 

	 
		THE RIGHTS OF LESSOR UNDER
		THIS SUPPORT AGREEMENT HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A LIEN AND
		SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK TRUST COMPANY, N.A., AS
		INDENTURE TRUSTEE UNDER THE INDENTURE, DATED AS OF JULY 1, 2007.
	 

	 	
 


	 
		
	 

	 

	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		Page
	 

	 	SECTION 1.	
			 DEFINITIONS	1
	SECTION 2.  	OPERATING
			 AGREEMENT	2
	 	 Section 2.1.	Assignment to Lessor.	2
	 	 Section 2.2.	Reassignment to Lessee.	2
	 	 Section 2.3.	Assumption by Lessor.	2
	 	 Section 2.4.	Release
			 of Lessor.	2
	 	 Section 2.5.	No
			 Release of Lessee.	2
	 	 Section 2.6.	Lessee
			 to Act as Participant.	2
	 	 Section 2.7.	Rights
			 as Participant.	3
	 	 Section 2.8.	Interpretation of Operating
			 Agreement.	3
	 	 Section 2.9.	Right
			 of First Offer.	3
	 	 Section 2.10.	No
			 Obligation to Dismantle or Remove.	4
	 	 Section 2.11.	Termination of
			 Assignment.	4
	 	 Section 2.12.	Consent
			 Decree.	4
	SECTION 3.	ACTIONS
			 UNDER OPERATING AGREEMENT	4
	 	 Section 3.1.	Actions
			 under Operating Agreement.	4
	 	 Section 3.2.	Consultation.	5
	SECTION 4.	TRANSMISSION FACILITIES	5
	 	 Section 4.1.	Transmission
			 Facilities.	5
	SECTION 5.	ANCILLARY
			 FACILITIES	5
	 	 Section 5.1.	Ancillary Facilities.	5
	 	 Section 5.2.	Compensation.	6
	 	 Section 5.3.	Assets
			 are Unique.	6
	SECTION 6.	OTHER
			 RIGHTS	6
	 	Section
			 6.1.	Access
			 to Materials and Services Other than  Ancillary
			 Facilities	6
	 	 Section 6.2.	Compensation.	6
	 	 Section 6.3.	Assignment of Warranties.	6
	SECTION 7.	WAIVER OF
			 RIGHT TO PARTITION	7
	SECTION 8.	MISCELLANEOUS	7
	 	 Section 8.1.	Amendments and Waivers.	7
	 	 Section 8.2.	Notices.	7
	 	 Section 8.3.	Successors and Assigns.	8
	 	 Section 8.4.	Governing Law.	8
	 	 Section 8.5.	Severability.	9
	 	 Section 8.6.	Counterparts.	9
	 	 Section 8.7.	Headings and Table of
			 Contents.	9
	 	 Section 8.8.	Further
			 Assurances.	9
	 	 Section 8.9.	Entire
			 Agreement.	9
	 	 Section 8.10.	Limitation of Liability.	9


	 
		
	 

	 

	 
	 

	 

	 	SCHEDULE 1	Ancillary Facilities Rent	 
	 	 	 	 
	EXHIBITS:	 	 
	 	Exhibit
			 A	Description
			 of the Ancillary Facilities	 
	 	Exhibit
			 B	Form of
			 Ancillary Facilities Lease	 


	 
		ii
	 

	 

	 
	 

	 

	 
		SUPPORT
		AGREEMENT
	 

	 
		                This
		SUPPORT AGREEMENT, (this “Support Agreement”) dated as of
		July 1, 2007 between Mansfield 2007 Trust A, (“Lessor”),
		a Delaware statutory trust, and FIRSTENERGY GENERATION CORP.
		 (“Lessee”), an Ohio corporation.
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS, Concurrently herewith,
		Lessee will sell, and Lessor will purchase, the Undivided Interest (such term
		and all other terms used herein without definition having the respective
		definitions to which reference is made in Article I below);
	 

	 
		                WHEREAS, Lessor and Lessee will
		enter into the Site Lease relating to the Facility Site;
	 

	 
		                WHEREAS, the Undivided Interest is
		subject to the terms and conditions of the Operating Agreement;
	 

	 
		                WHEREAS,  Lessee is a party to
		the Operating Agreement;
	 

	 
		                WHEREAS, Lessor wishes to acquire,
		and Lessee is willing to grant, certain rights with respect to the Operating
		Agreement;
	 

	 
		                WHEREAS, Lessor wishes to acquire,
		and Lessee is willing to grant, certain additional rights (referred to herein
		and in the other Operative Documents as the “Ancillary Rights”) to
		enable Lessor and its successors and assigns to realize the benefits of the
		Undivided Interest in a commercially reasonable manner from the end of the
		Facility Lease Term to the Site Lease Termination Date;
	 

	 
		                NOW, THEREFORE, in consideration of
		the premises and of other good and valuable consideration, receipt and
		sufficiency of which are hereby acknowledged, the parties hereto agree as
		follows:
	 

	 
		SECTION 1.
		          DEFINITIONS
	 

	 
		                Capitalized terms used in this Support
		Agreement, including the recitals, and not otherwise defined herein shall have
		the respective meanings set forth in Appendix A to the
		Participation Agreement, dated as of June 26, 2007 (the “Participation
		Agreement”), among the Lessee, FirstEnergy Solutions Corp., as
		Guarantor, the Lessor, U.S. Bank Trust National Association, as Trust Company,
		Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company,
		N.A., not in its individual capacity, except as expressly provided therein, but
		solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not
		in its individual capacity, except as expressly provided therein, but solely as
		Pass Through Trustee. The Rules of Interpretation set forth in
		Appendix A to the Participation Agreement shall apply to the terms
		used in and the interpretation of this Support Agreement.
	 

	 
		
	 

	 

	 
	 

	 

	 
		SECTION 2.
		          OPERATING
		AGREEMENT
	 

	 
		                Section 2.1.
		    Assignment to Lessor.  Lessee hereby assigns to
		Lessor, for a term commencing on the date hereof and expiring on the Site Lease
		Termination Date, all of its right, title and interest in, to and under the
		Operating Agreement, to the extent the same derive from or otherwise relate to
		Lessee’s ownership of the Undivided Interest, the Facility Site and the
		Ancillary Facilities.
	 

	 
		                Section 2.2.
		    Reassignment to Lessee.  Lessor hereby reassigns,
		subject to the Indenture for so long as the Notes are outstanding, to Lessee,
		for a term commencing on the date hereof and terminating upon the termination
		(for whatever reason) of the Facility Lease (the “Facility Lease
		Termination Date”) all right, title and interest of Lessor under the
		Operating Agreement assigned to Lessor pursuant to Section 2.1 hereof, but
		subject, however, to the terms and conditions of this Support Agreement.

	 

	 
		                Section 2.3.
		    Assumption by Lessor.  Except as provided in
		Section 2.4 hereof, Lessor agrees that, effective on the Facility
		Lease Termination Date and until the Site Lease Termination Date, Lessor shall
		assume and agree to fully perform and discharge all obligations of Lessee under
		the Operating Agreement in relation to the Undivided Interest, the Facility
		Site and the Ancillary Facilities, other than any such obligations
		(a) arising prior to the Facility Lease Termination Date or subsequent to
		the Site Lease Termination Date, (b) in respect of dismantling and the
		permanent removal from service of the Facility, which obligations shall be the
		obligations of Lessee or (c) in respect of Claims or Taxes for which the Lessor
		is indemnified under Section 9 of the Participation Agreement.
	 

	 
		                Section 2.4.
		    Release of Lessor.  In the event Lessor transfers
		all of its rights and obligations under the Operating Agreement to a
		“Transferee” (as that term is used in the Operating Agreement)
		pursuant to a valid assumption agreement (whether on the Facility Lease
		Termination Date or thereafter), Lessor shall therewith and thereupon be
		released and discharged from its obligations under Section 2.3
		hereof, if any, arising on or after the date of such assumption
		agreement.
	 

	 
		                Section 2.5.     No
		Release of Lessee.  Notwithstanding the provisions
		of Section 2.3 or 2.4 or any other provision hereof or of
		any other Operative Document, and except to the extent provided in this
		Section 2.5, Lessee shall not be released from any liability or
		obligation under the Operating Agreement, and Lessee shall remain liable for
		the payment and performance of its proportionate share of all such liabilities
		and obligations as such are derived from its Use of the Facility and the
		Facility Site prior to the Facility Lease Termination Date, including, but not
		limited to, any and all liabilities and obligations not assumed by Lessor, or a
		Transferee pursuant to Section 2.3 or 2.4 hereof. To the
		extent that the obligations of Lessee under the Operating Agreement have been
		assumed by Lessor, or a Transferee, Lessee shall be released from the
		obligations under the Operating Agreement so assumed and agreed to by Lessor or
		the Transferee.
	 

	 
		                Section 2.6.    
		Lessee to Act as Participant.  Lessee will, at all times
		during the Facility Lease Term, perform all obligations and discharge all
		liabilities for which it is responsible as a “Participant” (as
		that term is used in the Operating Agreement) in respect of the Undivided
		
	 

	 
		2
	 

	 

	 
	 

	 

	 
		Interest as set forth in the
		Operating Agreement, subject to the terms and conditions of this Support
		Agreement.
	 

	 
		                Section 2.7.
		    Rights as Participant.  Lessor shall, on the Facility
		Lease Termination Date (unless such date shall also be the Site Lease
		Termination Date), and any Person to which Lessor shall sell or lease the
		Undivided Interest shall, on the date of such sale or lease (provided that the
		provisions of Section 25(c) of the Operating Agreement have been
		complied with in connection with such sale or lease), be and become a
		Participant (with power to bind) for all purposes of the Operating Agreement,
		to the extent of the Undivided Interest (whether owned or leased), in all
		dealings with the other Participants in relation to the Undivided Interest and
		the rights assigned to Lessor pursuant to this Agreement. 
	 

	 
		                Section 2.8.
		    Interpretation of Operating
		Agreement.   Lessee and the other Participants
		signatory hereto acknowledge and agree with Lessor that none of the following
		actions may, under the terms of the Operating Agreement, be taken without the
		consent of and each Participant affected thereby:
	 

	 
		                (i)            amendment
		to or modification of the Operating Agreement;
	 

	 
		                (ii)           reduction
		of the “generation entitlement share” of any Participant; or
	 

	 
		                (iii)          increase
		in any Participant’s proportionate share of liabilities, obligations or
		costs.
	 

	 
		                Section
		2.9.     Right of First Offer.  (a) Lessee and each of the
		other Participants hereby acknowledge and agree that the provisions of
		Section 25(c) of the Operating Agreement shall not be applicable to (i)
		the conveyance on the Closing Date by Lessee to Lessor of the Undivided
		Interest, (ii) the lease by Lessor to Lessee of the Undivided Interest, (iii)
		the mortgage by Lessor to the Indenture Trustee of the Undivided Interest and
		the Ground Interest and the assignment of other rights in the Operative
		Documents and the Operating Agreement or the exercise of any rights and
		remedies under the Facility Lease, the Operating Agreement, the Indenture or
		any other Operative Document, (iv) any transfer by the Owner Participant of a
		beneficial interest in Lessor, (v) any subsequent purchase by Lessee of the
		Undivided Interest, or (vi) any sale, assignment or lease of the Undivided
		Interest and the Ground Interest to an Affiliate of Lessor, the Owner
		Participant or any successor or assign of either subsequent to the Facility
		Lease Termination Date.
	 

	 
		                (b)           Lessor
		hereby acknowledges and agrees that the provisions of Section 25(c) of
		the Operating Agreement shall be applicable to any sale or lease by it of the
		Undivided Interest, on or subsequent to the Facility Lease Termination Date, to
		any Person other than Lessee, an Affiliate of Lessor, the Owner Participant or
		any successor or assign of either.
	 

	 
		                (c)           Each
		of the parties hereto acknowledges and agrees that any offer made to the
		“Eligible Participants” for the sale or lease of the Undivided
		Interest pursuant to Section 25(c) of the Operating Agreement shall not
		be accepted for less than all of the interest so offered.
	 

	 
		3
	 

	 

	 
	 

	 

	 
		                Section
		2.10.   No Obligation to Dismantle or
		Remove.  Without limiting the
		Lessee’s obligations under the other Operative Documents or the Operating
		Agreement, the Lessee shall not be obligated to dismantle or remove the
		Undivided Interest or any portion thereof from the Ground Interest pursuant to
		the terms of the Site Lease.
	 

	 
		                Section 2.11.  
		Termination of Assignment. On the Site Lease Termination Date,
		the assignment provided in Section 2.1 shall terminate; the rights
		and interests so assigned shall be vested in Lessee; and any obligations
		assumed by Lessor pursuant to Section 2.3 shall be assumed by
		Lessee, all without further action by the parties hereto.
	 

	 
		                Section
		2.12.   Consent Decree.  For so long as (a) it is the
		Operator under the Operating Agreement, (b) it, or its Affiliate, controls the
		day-to-day operation and maintenance of the Generating Station or the Facility
		or (c) any obligations binding on the Lessee relating to
		both (i) the Generating Station or the Facility
		and (ii) any other generating facility operated or controlled by the
		Lessee, or its Affiliate, are still in force or effect under the Consent
		Decree, the Lessee shall comply with and perform all corrective or
		other actions under the Consent Decree and any other administrative or judicial
		orders or decrees by, with or of any Governmental Entity in a manner that is
		not materially adverse to the Generating Station, the Facility, the Facility
		Site, the Ancillary Facilities, or any portion or component thereof or interest
		therein (including the Undivided Interest).
	 

	 
		SECTION 3.
		          ACTIONS UNDER
		OPERATING AGREEMENT
	 

	 
		                Section 3.1.
		    Actions under Operating
		Agreement.   Lessee covenants and agrees with
		Lessor:
	 

	 
		                (a)           to
		maintain in full force and effect the Operating Agreement;
	 

	 
		                (b)           to
		cause the “Units” (as that term is defined in the Operating
		Agreement) and the Ancillary Facilities to be operated in accordance with the
		terms of the Operating Agreement; 
	 

	 
		                (c)           to
		perform all of its duties and obligations set forth in the Operating Agreement,
		and to exercise all of its rights thereunder to cause the Operator to perform
		its duties and obligations;
	 

	 
		                (d)           not
		to take any action or, except as otherwise required by the terms of the
		Operating Agreement, permit any action to be taken under the Operating
		Agreement (including without limitation any amendments or modifications
		thereof) without the prior written consent of Lessor, that would (i)
		discriminate, with respect to the Undivided Interest or the Ground Interest,
		between periods prior to the Facility Lease Termination Date and periods
		thereafter, (ii) result in significant liabilities accruing to Lessor or any
		successor or assign during periods after the Facility Lease Termination Date or
		(iii) adversely affect the rights of Lessor or any successor or assign under
		any Operative Document; and
	 

	 
		                (e)           without
		limiting the generality of the foregoing, not to consent to or permit any
		amendment to or modification of the Operating Agreement that would have the
		effect of (i) 
	 

	 
		4
	 

	 

	 
	 

	 

	 
		reducing the “generation
		entitlement share” of Lessee thereunder, (ii) increasing Lessee’s
		proportionate share of liabilities, obligations or expenses thereunder or (iii)
		changing the provisions of Section 25 of the Operating Agreement.

	 

	 
		                Section 3.2.    
		Consultation.  In furtherance of the
		agreements set forth in Section 3.1 and without limiting the generality
		thereof, Lessee hereby agrees that, to the extent any decision or determination
		to authorize additions, replacements or retirements in respect of any or all of
		the Generating Station which would result in material adverse changes in
		capability, useful life, basic methods of operation or similar matters is
		proposed to be made which would affect the operation of the Generating Station
		prior to such time as Lessor, the Owner Participant or either of their
		successors or assigns shall become a Participant under the Operating Agreement,
		Lessor (or any successor or assign thereof) shall be given prior notice of any
		meeting at which any such decision or determination is to be made or considered
		and an opportunity to discuss the same with Lessee. Lessee agrees to give good
		faith consideration of the recommendations of Lessor or such successor or
		assign, and to the extent it is possible under the Operating Agreement, to
		follow such recommendations.
	 

	 
		SECTION 4.
		          TRANSMISSION
		FACILITIES
	 

	 
		                Section 4.1.
		    Transmission Facilities.   Lessee shall make
		available to Lessor for transmission of its “generation entitlement
		share” from the Generating Station for the purpose of transmitting
		Lessor’s “generation entitlement share” to any public utility
		company or other entity, such transmission facilities which are owned by Lessee
		or to which it has access, and shall use its best efforts to obtain any consent
		or agreement of other parties required in connection therewith. Subject to any
		necessary Governmental Action and notice to and approval of MISO, the
		compensation payable by Lessor for the use of such other facilities shall, in
		the case of facilities owned by Lessee, be equal to the fair market value
		thereof and, in the case of facilities to which it has access, be equal to the
		charges that would then be payable by Lessee for such use.
	 

	 
		SECTION 5.
		          ANCILLARY
		FACILITIES 
	 

	 
		                Section 5.1.     Ancillary
		Facilities.    Lessee will during the period from the
		Facility Lease Termination Date or, if later, the date any repair or
		restoration of the Facility in accordance with Section 10 of the
		Facility Lease is completed and the Undivided Interest is returned in
		accordance with the provisions of Section 5 of the Facility Lease (the
		later of such dates, the “AF Start Date”) through the end of
		the Initial Term of the Site Lease, subject to any necessary Governmental
		Action and Applicable Law, lease to Lessor, to the full extent such would be
		available to Lessee (but only to such extent), a 16.8885% undivided
		leasehold interest in the Common Facilities and a 16.8885% undivided
		leasehold interest in the Shared Facilities pursuant to the Ancillary
		Facilities Lease in the form attached hereto as Exhibit B. The Lessor
		will have the right to renew the Ancillary Facilities Lease upon any renewal of
		the Site Lease Term for an equal and coterminous term.
	 

	 
		5
	 

	 

	 
	 

	 

	 
		                Section 5.2.
		    Compensation.  For the lease of the interest
		in the Ancillary Facilities provided pursuant to Section 5.1,
		Lessor will be required to pay to Lessee annual rent (a) for each year during
		the Initial Term of the Site Lease including and following the AF Start Date,
		equal to Lessor’s Percentage of the amount specified in Schedule 1
		hereto determined by reference to the AL Start Date and (b) for each year
		following the Initial Term of the Site Lease, an amount equal to Lessor’s
		Percentage of $2 million, in each case in semi-annual installments payable in
		arrears on each June 1 and December 1 during the term of the Site Lease,
		provided that any rent for a semi-annual period that does not begin or end on a
		payment date shall be prorated based on the number of days remaining divided by
		the total number of days in that period.
	 

	 
		                Section
		5.3.     Assets are Unique
		.
		 Lessee agrees that a breach of any of the
		covenants contained in Section 5.1
		 or Article VI
		 of the Ancillary Facilities Lease
		will cause irreparable injury to the Lessor; that Lessor has no adequate remedy
		at law in respect of such breach; and, as a consequence, that each and every
		covenant contained in Section 5.1
		 and Article VI
		 of the Ancillary Facilities Lease
		shall be specifically enforceable against Lessee. Lessee hereby waives and
		agrees not to assert any defenses against an action for specific performance of
		such covenants except for a defense that no breach has occurred or is
		continuing.
	 

	 
		SECTION 6.
		          OTHER RIGHTS
	 

	 
		                Section 6.1.
		    Access to Materials and Services Other than
		Ancillary Facilities.  Lessee covenants and agrees
		that, during the period from the Facility Lease Termination Date to the Site
		Lease Termination Date, it will make available to Lessor, access to materials
		and rights other than the Ancillary Facilities, that are necessary or
		commercially advisable for the use, repair, maintenance, modification, removal
		from service and dismantlement of the Facility and the Ancillary Facilities, to
		the extent the same derive from or otherwise relate to the Undivided Interest,
		including without limitation: (i) sufficient amounts of fuel and water for
		the operation and maintenance of the Undivided Interest, (ii) sufficient
		waste disposal facilities to dispose of all waste material from the Undivided
		Interest, including access to such facilities included in the Ancillary
		Facilities, and (iii) such other property, materials, supplies,
		intellectual property, ancillary rights and services as may be required from
		time to time to realize the benefits of the Undivided Interest in a
		commercially reasonable manner from the Facility Lease Termination Date to the
		Site Lease Termination Date, including, without limitation, rights and services
		related to transmission, limestone, sulfur dioxide treatment, coal storage, ash
		handling and access to docks, rail and all Generating Station areas.
	 

	 
		                Section 6.2.    
		Compensation.  Lessor shall pay to Lessee,
		for any materials and services provided pursuant to Section 6.1, the
		amounts that Lessee pays, or would pay, for such materials and services under
		contracts or arrangements then in effect or available to either of them.

	 

	 
		                Section
		6.3.     Assignment of Warranties.  Subject to the rights and
		obligations of the operating agent under the Operating Agreement, Lessee hereby
		assigns, to the extent of the Undivided Interest, to the maximum extent
		permitted thereby, all of Lessee’s rights under any and all warranties of
		and claims against dealers, manufacturers, vendors, contractors and
		subcontractors relating to any or all of the Facility and the Ancillary
		Facilities. Lessor hereby 
	 

	 
		6
	 

	 

	 
	 

	 

	 
		reassigns, subject to the
		Indenture, to Lessee, jointly and severally, the rights assigned under this
		Section 6.3 until the end of the Facility Lease Term.
	 

	 
		SECTION 7.
		          WAIVER OF RIGHT TO
		PARTITION
	 

	 
		                Each of the parties hereto agrees that,
		during and throughout the Site Lease Term: (a) it shall not take any
		action (including, without limitation, commencing or maintaining any proceeding
		in any court) for the purpose of or which might result in partition or sale for
		division of the proceeds, in whole or in part, of the Facility, the Facility
		Site, the Ancillary Facilities or any Modifications, improvements or additions
		made or to be made in connection with the construction, operation, maintenance
		and repair of the Facility or the Ancillary Facilities and (b) it hereby
		waives and releases all rights which it may have to take any such action in
		respect of any of said property, whether now existing or hereafter accruing,
		and in the event any such right shall hereafter accrue, it shall from time to
		time, upon the written request of any party hereto or any other Person, execute
		and deliver such further instruments as may be necessary or appropriate to
		confirm the foregoing waiver and release. This waiver and release shall be
		effective to bind any successor or assign of each party hereto.
	 

	 
		SECTION 8.
		          MISCELLANEOUS
	 

	 
		                Section 8.1.
		    Amendments and Waivers.  No term, covenant, agreement
		or condition of this Support Agreement may be terminated, amended or compliance
		therewith waived (either generally or in a particular instance, retroactively
		or prospectively) except by an instrument or instruments in writing executed by
		each party hereto.
	 

	 
		                Section 8.2.    
		Notices.  Unless otherwise expressly
		specified or permitted by the terms hereof, all communications and notices
		provided for herein to a party hereto shall be in writing or by a
		telecommunications device capable of creating a written record, and any such
		notice shall become effective (a) upon personal delivery thereof, including,
		without limitation, by overnight mail or courier service, (b) in the case of
		notice by United States mail, certified or registered, postage prepaid, return
		receipt requested, upon receipt thereof, or (c) in the case of notice by such a
		telecommunications device, upon transmission thereof; provided such
		transmission is promptly confirmed by either of the methods set forth in
		clauses (a) and (b) above, in each case addressed to such party
		and copy party at its address set forth below or at such other address as such
		party or copy party may from time to time designate by written notice to the
		other party:
	 

	 	 	If to
			 Lessor:
		 


	 		MANSFIELD
			 2007 TRUST A
		c/o U.S.
			 Bank Trust National Association
		300
			 Delaware Avenue, 9th floor
		Wilmington,
			 DE 19801
		Attention:
			 Corporate Trust Services
		Facsimile:
			 (302) 576-3717


	 
		7
	 

	 

	 
	 

	 

	 	 	with a copy
			 to the Owner Participant:
		 


	 	 	Hillbrook
			 Corp.
	 	50 Danbury
			 Rd.
	 	Suite
			 100
	 	Wilton,
			 CT  06897
	 	Attention:
			 Chief Financial Officer
	 	Copy to:
			 General Counsel 
	 	Facsimile:
			 (203) 222-4780
		 


	 	 	and to the
			 Indenture Trustee:
		 


	 	 	The Bank of
			 New York Trust Company, N.A.
	 	1660 West
			 2nd Street, Suite 830
	 	Cleveland,
			 OH 44113
	 	Attention:
			 Corporate Trust Department
Facsimile: (216) 621-1441
		 


	 	 	If to
			 Lessee:
		 


	 	 	FirstEnergy
			 Generation Corp.
76 South Main St.
Akron, Ohio 44308
Attention: Vice
			 President and Treasurer
	 	Attention:
			 Associate General Counsel
	 	Facsimile:
			 (330) 384-3875


	 
		                A copy of all notices provided for herein
		shall be sent by the party giving such notice to each of the other parties
		hereto.
	 

	 
		                Section 8.3.    
		Successors and Assigns.  Except as expressly provided
		herein or in the other Operative Documents (including Section 13.1 of
		the Participation Agreement), prior to the Facility Lease Termination Date
		neither party hereto may assign its interests or transfer its obligations
		herein without the consent of the other party hereto. At all times after the
		expiration or termination, for any reason whatsoever, of the Facility Lease,
		but during which period the Site Lease remains in effect, Site Lessee may,
		subject to the terms and conditions of the other Operative Documents and the
		Operating Agreement and any limitations contained therein, transfer or assign
		its rights and obligations under this Support Agreement to any Person. In the
		case of any such transfer of its rights and obligations under this Support
		Agreement, Lessor shall be relieved of its obligations under this Support
		Agreement so long as the transferee or assignee assumes and agrees to perform
		all obligations and liabilities of Lessor hereunder.
	 

	 
		                Section 8.4.    
		Governing Law.  This Support Agreement was
		negotiated in the State of New York which Lessor and Lessee agree has a
		substantial relationship to the parties and to the underlying transaction
		embodied hereby, and, in accordance with § 5-1401 of the New York General
		Obligations Law, in all respects, including matters of construction, validity
		and 
	 

	 
		8
	 

	 

	 
	 

	 

	 
		performance, this Support
		Agreement shall be governed by, and construed in accordance with, the laws of
		the State of New York applicable to contracts made and performed in such State
		and any Applicable Law of the United States of America. The law of the State of
		New York shall govern the validity and the enforceability of the
		representations, warranties, covenants and obligations of Lessee and Lessor
		under this Support Agreement and all other Operative Documents and all of the
		indebtedness arising hereunder or thereunder. To the fullest extent permitted
		by law, Lessee and Lessor hereby unconditionally and irrevocably waive any
		claim to assert that the law of any other jurisdiction governs this Support
		Agreement, except as expressly otherwise provided above.
	 

	 
		                Section 8.5.
		    Severability.  Any provision of this Support
		Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
		such jurisdiction, be ineffective to the extent of such prohibition or
		unenforceability without invalidating the remaining provisions hereof, and any
		such prohibition or unenforceability in any jurisdiction shall not invalidate
		or render unenforceable such provision in any other jurisdiction.
	 

	 
		                Section 8.6.    
		Counterparts.  This Support Agreement may be
		executed by the parties hereto in separate counterparts, each of which when so
		executed and delivered shall be an original, but all such counterparts shall
		together constitute but one and the same instrument.
	 

	 
		                Section
		8.7.     Headings and Table of Contents.  The headings of the Sections
		of this Support Agreement and the Table of Contents are inserted for purposes
		of convenience only and shall not be construed to affect the meaning or
		construction of any of the provisions hereof.
	 

	 
		                Section 8.8.    
		Further Assurances.     Each party hereto will
		promptly and duly execute and deliver such further documents and assurances for
		and take such further action reasonably requested by the other party, all as
		may be reasonably necessary to carry out more effectively the intent and
		purpose of this Support Agreement.
	 

	 
		                Section 8.9.    
		Entire Agreement.  This Support Agreement,
		together with the other applicable Operative Documents, constitutes the entire
		agreement of the parties hereto and thereto with respect to the subject matter
		hereof and thereof and supersedes all oral and all prior written agreements and
		understandings with respect to such subject matter. 
	 

	 
		                Section 8.10.   Limitation of
		Liability.  It is expressly understood and
		agreed by the parties hereto that (a) this Support Agreement is executed
		and delivered by a duly authorized and empowered representative of the Trust
		Company, not individually or personally but solely as the Owner Trustee of and
		on behalf of the Lessor under the Trust Agreement, in the exercise of the
		powers and authority conferred and vested in it pursuant thereto, (b) each
		of the representations, undertakings and agreements herein made on the part of
		the Lessor is made and intended not as personal representation, undertaking and
		agreement by the Trust Company but for the purpose of binding only the Lessor,
		(c) nothing herein contained shall be construed as creating any liability
		on the Trust Company individually or personally, to perform any covenant either
		expressed or implied herein, all such liability, if any, being expressly waived
		by the parties hereto or by any Person claiming by, through or under the
		parties hereto, and (d) under no circumstances shall the 
	 

	 
		9
	 

	 

	 
	 

	 

	 
		Trust Company be personally
		liable for the payment of any indebtedness or expenses of the Lessor or be
		liable for the breach or failure of any obligation, representation, warranty or
		covenant made or undertaken by the Lessor under this Support Agreement.
		Notwithstanding the foregoing, the Trust Company, in its capacity as the Owner
		Trustee of the Lessor, is an intended beneficiary of this Support
		Agreement.
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                IN
		WITNESS WHEREOF, the undersigned have duly executed this Support Agreement
		effective as of July 1, 2007.
	 

	 	 	MANSFIELD
			 2007 TRUST A
		 
	 	By: U.S. BANK TRUST NATIONAL
			 ASSOCIATION, not in its individual capacity, but solely as Owner
			 Trustee
		 
		 
	 	By: /s/
			 Mildred F. Smith      
			                
			 
	 	Name:
			 Mildred F. Smith       
	 	Title: Vice
			 President 
		 
		 
	 	FIRSTENERGY
			 GENERATION CORP.
		 
		 
	 	By: /s/
			 James F. Pearson      
			                
	 	Name: 
			 James F. Pearson
	 	Title:    Vice President
			 and Treasurer


	 
		
	 

	 

	 
	 

	 

	 	 	EXHIBIT A
 to the
 Support Agreement


	 
		DESCRIPTION OF THE ANCILLARY FACILITIES
	 

	 
		All equipment, improvements,
		fixtures and other tangible property installed in, located at, or used in
		connection with, Unit 1 at the Bruce Mansfield Generating Plant, a three-unit
		coal-fired electric generating facility located on the south shore of the Ohio
		River in the Borough of Shippingport, Beaver County, Pennsylvania (which
		equipment, improvements, fixtures and other tangible property may be included
		in such Generating Plant or installed for use by, or in connection with the
		operation of Unit 1 at the Generating Plant) including, without limitation, the
		following:
	 

	 
		Common:
	 

	 		a)	One
			 concrete chimney 950 feet high,
			 
		b)	Turbine,
			 boiler, and AQCS building structures with associated entrances, exits,
			 facilities and related fixtures,
			 
		c)	Building
			 heat system,
			 
		d)	CO2 fire protection
			 system,
			 
		e)	Misc. sump
			 pumps and associated piping, etc.,
			 
		f)	Turbine oil
			 purification system,
			 
		g)	Emergency
			 diesel generator,
			 
		h)	Demineralized water storage tanks, and
			 polishing demineralizer regeneration system,
			 
		i)	Pumphouse 1
			 and 2,
			 
		j)	Flocculant
			 treatment building and system,
			 
		k)	Dewatering
			 bins,
			 
		l)	Hydraulic
			 accumulator building (Hydraulic Equipment for hydrobins),
			 
		m)	Chlorination system for cooling
			 towers,


	 
		
	 

	 

	 
	 

	 

	 		n)	SCR ammonia
			 control station.
			 


	 	 	Shared:
		 


	 		a)	Two General Electric outdoor, 50/66.5/83.4
			 MVA (55-C Rise)/93.4 MIVA (65-C Rise) cranking transformer, together with
			 associated windings, differentials, ducts, piping, cables, wiring and
			 conduits.
			 
		b)	Three
			 auxiliary oil fired boilers, type 35-A-15, together with associated piping,
			 pumps, cables, wiring and conduits.
			 
		c)	The Little
			 Blue Run (LBR) residual waste facility together will all associated piping,
			 valves, conduits, pumps and property.
			 
		d)	The Forced
			 Oxidation Gypsum (FOG) facilities, to include both FOG I and FOG II, together
			 will all associated buildings, pumps, dryers, conveyors, tanks, piping, valves,
			 conduits, controls and instrumentation.
			 
		e)	Water
			 Storage Facilities including, without limitation, storage, demineralizing and
			 retention tanks and associated pumps, filters, exchangers, polishing equipment,
			 chemical feedwater equipment, regenerating equipment, piping, sumps, wiring,
			 cables and conduits.
			 
		f)	Common
			 sodium bi-sulfate (SBS) facilities together with associated unloading
			 equipment, storage tanks, pumps, valves, piping, conduit, mix tanks, agitators,
			 controls and instrumentation.
			 
		g)	Sootblowing
			 air supply system including compressors, coolers, pumps, valves, fans, motors,
			 dryers, controls and instrumentation.
			 
		h)	Coal
			 handling facilities including coal barge docks, coal barge unloader, rail car
			 unloader facility, coal transfer house, coal truck unloading facilities and all
			 associated shared equipment, belts, conveyors, trippers, crushers, track,
			 mobile equipment, boats, and associated controls and
			 instrumentation.
			 
		i)	Ammonia
			 unloading station with all associated tanks, piping and valves.
			 
		j)	Fire
			 protection systems including all associated pumps, valves, piping controls and
			 instrumentation.
			 
		k)	Chlorine
			 building,
			 
		l)	Water
			 treatment building,
			 
		m)	Maintenance
			 building,
			 
		n)	Mobile
			 equipment building,


	 
		
	 

	 

	 
	 

	 

	 		o)	Security building,
			 
		p)	Screen
			 house,
			 
		q)	Office
			 building,
			 
		r)	North and
			 south pond electric house,
			 
		s)	North pond
			 pumphouse,
			 
		t)	Welding gas
			 storage facilities,
			 
		u)	Hydrogen
			 storage facilities,
			 
		v)	Main oil
			 separator,
			 
		w)	Yard coal
			 handling equipment,
			 
		x)	Coal barge
			 unloader,
			 
		y)	Fuel oil
			 unloading dock,
			 
		z)	Lime
			 handling dock,
			 
		aa)	Yard lime
			 handling equipment,
			 
		bb)	Flush water
			 tanks,
			 
		cc)	Calcilox
			 silos,
			 
		dd)	Calcilox
			 mix tank,
			 
		ee)	Calcilox
			 pump houses,
			 
		ff)	Calcilox
			 unloading facility,
			 
		gg)	Sump
			 1,
			 
		hh)	Pipe
			 racks,
			 
		ii)	Recycle
			 ponds,
			 
		jj)	Fuel oil
			 pumphouses,
			 
		kk)	Fuel truck
			 unloading facilities,
			 
		ll)	Fuel oil
			 storage tanks,
			 
		mm)	Waste water
			 treatment equipment,


	 
		
	 

	 

	 
	 

	 

	 		nn)	Auxiliary boiler day tanks,
			 
		oo)	Main
			 metering pit,
			 
		pp)	Strainer
			 house,
			 
		qq)	Raw water
			 system with pumps, valves piping etc.,
			 
		rr)	Potable
			 water system,
			 
		ss)	Nitrogen
			 blanket system,
			 
		tt)	Chemical
			 clean system,
			 
		uu)	AQCS
			 compressed air system,
			 
		vv)	Lime slurry
			 system,
			 
		ww)	345kV
			 Substation Equipment – Includes the following equipment:


	 		 


	 		a.	345kv North and South Buses,
			 
		b.	All
			 disconnects except for D29, D31, D33, and D35, 
			 
		c.	All Motor
			 Operated Air Breaks except MOAB D32, 
			 
		d.	All
			 Breakers except for B30 and B34, 
			 
		e.	Control
			 House, 
			 
		f.	Diesel
			 Generator, 
			 
		g.	Substation
			 4160V/480V Station Power Transformer.


	 
		together with all related
		fixtures and equipment and other items of personal property used in connection
		therewith and including all “Common Facilities” in respect of Unit 1
		and “Shared Facilities” as such terms are used in the Operating
		Agreement, but in all cases excluding the assets comprising the Facility.
		
	 

	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		1
	 

	 	AL Start Date	Ancillary Facilities
			 Rent
	07/10/07 to 07/09/08	 $    9,046,641.51
			 
	07/10/08 to 07/09/09	 $    9,042,722.13
			 
	07/10/09 to 07/09/10	 $    9,032,396.88
			 
	07/10/10 to 07/09/11	 $    9,013,311.17
			 
	07/10/11 to 07/09/12	 $    8,988,008.52
			 
	07/10/12 to 07/09/13	 $    8,955,047.34
			 
	07/10/13 to 07/09/14	 $    8,914,237.71
			 
	07/10/14 to 07/09/15	 $    8,859,796.97
			 
	07/10/15 to 07/09/16	 $    8,802,285.00
			 
	07/10/16 to 07/09/17	 $    8,736,866.48
			 
	07/10/17 to 07/09/18	 $    8,655,214.13
			 
	07/10/18 to 07/09/19	 $    8,573,901.06
			 
	07/10/19 to 07/09/20	 $    8,485,197.86
			 
	07/10/20 to 07/09/21	 $    8,389,287.15
			 
	07/10/21 to 07/09/22	 $    8,275,863.81
			 
	07/10/22 to 07/09/23	 $    8,166,043.37
			 
	07/10/23 to 07/09/24	 $    8,049,221.76
			 
	07/10/24 to 07/09/25	 $    7,925,416.21
			 
	07/10/25 to 07/09/26	 $    7,782,320.54
			 
	07/10/26 to 07/09/27	 $    7,645,997.08
			 
	07/10/27 to 07/09/28	 $    7,504,049.34
			 
	07/10/28 to 07/09/29	 $    7,343,598.60
			 
	07/10/29 to 07/09/30	 $    7,194,223.50
			 
	07/10/30 to 07/09/31	 $    7,041,702.83
			 
	07/10/31 to 07/09/32	 $    6,886,716.57
			 
	07/10/32 to 07/09/33	 $    6,717,930.85
			 
	07/10/33 to 07/09/34	 $    6,563,721.95
			 
	07/10/34 to 07/09/35	 $    6,409,364.28
			 
	07/10/35 to 07/09/36	 $    6,255,258.64
			 
	07/10/36 to 07/09/37	 $    6,093,593.30
			 
	07/10/37 to 07/09/38	 $    5,946,593.42
			 
	07/10/38 to 07/09/39	 $    5,801,167.19
			 
	07/10/39 to 07/09/40	 $    5,652,726.31
			 
	07/10/40 to 07/09/41	 $    5,517,766.69
			 
	07/10/41 to 07/09/42	 $    5,385,021.15
			 
	07/10/42 to 07/09/43	 $    5,254,096.11
			 
	07/10/43 to 07/09/44	 $    5,125,785.56
			 
	07/10/44 to 07/09/45	 $    5,007,656.27
			 
	07/10/45 to 07/09/46	 $    4,890,956.83
			 
	07/10/46 to 07/09/47	 $    4,773,847.93
			 
	07/10/47 to 07/09/48	 $    4,666,242.07
			 
	07/10/48 to 07/09/49	 $    4,562,591.33
			 
	07/10/49 to 07/10/50	 $    4,445,356.80