EXHIBIT
		10-8
	 

	 
		EXECUTION
		COPY
	 

	 

	 
		SITE SUBLEASE
		
	 

	 
		Dated as of July 1,
		2007
	 

	 
		between
	 


	 
		MANSFIELD 2007
		TRUST A, 
as Site Sublessor
	 

	 
		and
	 

	 
		FIRSTENERGY
		GENERATION CORP., 
as Site Sublessee
	 

	 
		 

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

	 

	 
		 
	 

	 

	 
	 

	 

	 
		TABLE OF
		CONTENTS
	 

	 				Page	 
	ARTICLE I AGREEMENT AND DEFINITIONS	 	2	 
	  
	      Section 1.1.	 	Documents
			 Included	 	2	 
	      Section 1.2.	 	Conflicting
			 Provisions	 	2	 
	      Section 1.3.	 	Definitions and
			 Interpretation	 	2	 
	  
	ARTICLE II SUBLEASE
			 TERM; NO MINERAL RIGHTS	 	2	 
	  
	      Section 2.1.	 	Sublease of Ground
			 Interest; Initial Sublease Term; Renewal Options.	 	2	 
	      Section 2.2.	 	No Mineral
			 Rights	 	3	 
	      Section 2.3.	 	Subordinate to Site
			 Lease, Etc	 	3	 
	  
	ARTICLE III
			 SEVERANCE	 	3	 
	  
	ARTICLE IV
			 SUBRENT	 	3	 
	  
	      Section 4.1.	 	Sublease Term
			 Subrent	 	3	 
	      Section 4.2.	 	Renewal Term
			 Subrent	 	4	 
	  
	ARTICLE V
			 SURRENDER OF FACILITY SITE	 	4	 
	  
	ARTICLE VI
			 NONTERMINATION	 	4	 
	  
	ARTICLE VII
			 POSSESSION AND QUIET ENJOYMENT	 	4	 
	  
	ARTICLE VIII USE
			 OF FACILITY SITE	 	5	 
	  
	ARTICLE IX
			 REQUISITION	 	5	 
	  
	ARTICLE X
			 INSURANCE	 	5	 
	  
	ARTICLE XI DAMAGE
			 OR DESTRUCTION OF FACILITY OR MODIFICATIONS	 	6	 
	  
	ARTICLE XII
			 DEFAULT/REMEDIES	 	6	 
	  
	      Section 12.1.	 	Site Sublessee
			 Events of Default	 	6	 
	      Section 12.2.	 	Site
			 Sublessor’s Remedies	 	6	 
	  
	ARTICLE XIII
			 MECHANIC’S LIENS AND OTHER LIENS	 	7	 
	  
	ARTICLE XIV
			 ASSIGNMENT/SUBLETTING/HYPOTHECATION	 	7	 
	  
	      Section 14.1.	 	Right to Assign or
			 Sublet	 	7	 


	 
		i
	 

	 

	 
	 

	 

	 	      Section 14.2.	 	Lien on Leasehold
			 Prohibited	 	7	 
	  
	ARTICLE XV
			 PURCHASE OF FACILITY	 	8	 
	  
	ARTICLE XVI PUBLIC
			 UTILITIES	 	8	 
	  
	ARTICLE XVII
			 TAXES	 	8	 
	  
	ARTICLE XVIII
			 MISCELLANEOUS	 	8	 
	  
	      Section 18.1.	 	Notices	 	8	 
	      Section 18.2.	 	Counterparts	 	9	 
	      Section 18.3.	 	Amendments	 	9	 
	      Section 18.4.	 	Headings,
			 etc	 	9	 
	      Section 18.5.	 	Successors and
			 Assigns	 	9	 
	      Section 18.6.	 	Governing
			 Law	 	9	 
	      Section 18.7.	 	Waivers	 	10	 
	      Section 18.8.	 	Furtherance
			 Assurances	 	10	 
	      Section 18.9.	 	Entire
			 Agreement	 	10	 
	      Section 18.10.	 	Severability of
			 Provisions	 	10	 
	      Section 18.11.	 	Memorandum	 	10	 
	      Section 18.12.	 	Limitation of
			 Liability of Trust Company	 	10	 
			


	 
		EXHIBITS:
	 

	 	 	Exhibit A Legal Description of the Facility Site


	 
		ii
	 

	 

	 
	 

	 

	 
		SITE SUBLEASE
		
	 

	 
		                This SITE SUBLEASE (as the same
		may be amended, modified or supplemented, this “Site
		Sublease”), dated as of July 1, 2007, between MANSFIELD 2007 TRUST A,
		a Delaware statutory trust (“Site Sublessor” or
		“Lessor”), and FIRSTENERGY GENERATION CORP., an Ohio
		corporation (“Site Sublessee” or
		“FGCO”).
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS,  FGCO, a
		direct, wholly-owned subsidiary of FirstEnergy Solutions Corp. and an indirect,
		wholly-owned subsidiary of FirstEnergy Corp., owns a 93.825% undivided interest
		in the fee interest in and to those certain parcels of real property located
		near Shippingport, Pennsylvania described in Exhibit A attached hereto
		(such parcels, together with all rights of way, easements, permits and other
		appurtenances now in existence or hereafter created, collectively, the
		“Facility Site”); and
	 

	 
		                WHEREAS, immediately prior
		to the effectiveness of this Site Sublease, FGCO sold, assigned and conveyed to
		Site Sublessor an undivided 16.8885% ownership interest in and to the Facility
		(which interest is defined in Appendix A to the Participation Agreement
		referred to below as the “Undivided Interest”) which included,
		without limitation, that certain fully scrubbed coal-fired generating facility
		with a net demonstrated capacity of 830 MW and all other improvements situated
		upon the Facility Site (such fully scrubbed coal-fired generating facility is
		more fully defined in Exhibit A to the Participation Agreement);
		and
	 

	 
		                WHEREAS, concurrently with
		the acquisition of the Undivided Interest, Site Sublessor (i) leased from FGCO
		(in such capacity, the “Site Lessor”), a 16.8885% undivided
		interest in the Facility Site pursuant to that certain Site Lease between Site
		Lessor and Site Sublessor, dated as of the date hereof (the “Site
		Lease”), a memorandum of which shall be recorded in the Official
		Records, as a tenant-in-common with other owners of undivided interests in, or
		owners of undivided leasehold interests in, the Facility Site, and (ii) leased
		to Site Sublessee the Undivided Interest pursuant to that certain Facility
		Lease Agreement between Site Sublessor and Site Sublessee dated as of the date
		hereof (the “Facility Lease”), a memorandum of which shall be
		recorded in the Official Records; and
	 

	 
		                WHEREAS, Site Sublessee
		desires to sublease from Site Sublessor, and Site Sublessor desires to sublease
		to Site Sublessee, a 16.8885% undivided leasehold interest in the Facility
		Site, subject to the terms and conditions of this Site Sublease (the rights and
		interests of Site Sublessee in the Facility Site granted pursuant to this Site
		Sublease are sometimes collectively referred to as the “Ground
		Interest”); and
	 

	 
		                WHEREAS, Site Sublessee,
		Site Sublessor and certain other parties have previously entered into the
		Participation Agreement (as defined below), pursuant to which the parties
		thereto are making certain representations, warranties, covenants and
		agreements related to the transactions contemplated by this Site Sublease and
		the Participation Agreement;
	 

	 
		                NOW, THEREFORE,  in
		consideration of the foregoing and the mutual covenants, agreements and
		conditions herein contained and of other good and valuable consideration,
		
	 

	 
		1
	 

	 

	 
	 

	 

	 
		receipt and
		sufficiency of which is hereby acknowledged, the parties hereto, intending to
		be legally bound, hereby agree as follows:
	 

	 
		ARTICLE I

AGREEMENT AND DEFINITIONS
	 

	 
		Section 1.1.
		          Documents
		Included.
		 This Agreement consists of this document and the following Exhibits which
		are attached hereto and which are specifically incorporated herein and made a
		part hereof by this reference:
	 

	 	Exhibit
			 A:               Legal
			 Description of the Facility Site


	 
		Section 1.2.
		          Conflicting
		Provisions.
		 In the event of any conflict between this document and any attachment or
		exhibit hereto, the terms and provisions of this document, as amended from time
		to time, shall control.
	 

	 
		Section 1.3.
		          Definitions and
		Interpretation. Capitalized terms used in this Site Sublease, 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 Site
		Sublessee, FirstEnergy Solutions Corp., as Guarantor, Site Sublessor, 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 Site Sublease.
	 

	 
		ARTICLE II

SUBLEASE TERM; NO MINERAL RIGHTS
	 

	 
		Section 2.1.
		          Sublease of
		Ground Interest; Initial Sublease Term; Renewal Options.
	 

	 
		                (a)           Upon
		the terms and conditions hereof, Site Sublessor hereby subleases to Site
		Sublessee, and Site Sublessee hereby subleases from Site Sublessor, the Ground
		Interest, excluding, for the avoidance of doubt, the Facility, for a term (the
		“Initial Sublease Term”) which shall commence on July 13, 2007
		and shall, unless sooner terminated pursuant to the terms hereof, expire on
		June 13, 2040 or, if later, the date repair or restoration of the Facility is
		completed in accordance with Section 10 of the Facility Lease.
	 

	 
		                (b)           In
		the event and on each occasion that Site Sublessee has exercised any option of
		Site Sublessee to renew the Facility Lease pursuant to Section 15
		thereof, then this Site Sublease shall be deemed extended for a period of time
		equivalent to the Facility Lease renewal (each such renewal period, a
		“Renewal Term” and, all such Renewal Terms, together with the
		Initial Sublease Term, the “Term”) without any further act of
		any Person. Notwithstanding anything to the contrary in this Section
		2.1, upon expiration or termination of the Facility Lease in accordance
		with the terms thereof, the Term hereof shall terminate automatically. The
		subleasing 
	 

	 
		2
	 

	 

	 
	 

	 

	 
		hereunder is subject
		only to (i) all laws and regulations affecting the Ground Interest, and (ii)
		the Permitted Encumbrances, including, without limitation, the Site Lease. It
		is the express intention of the parties hereto that this Site Sublease
		constitute a true sublease of the Ground Interest, as set forth in Section
		2.1(a), and not a mortgage or pledge thereof.
	 

	 
		Section 2.2.
		          No Mineral
		Rights.
		 This Agreement does not demise or lease to Site Sublessee any oil, gas,
		steam or other minerals or substances in place underneath the surface of the
		Facility Site or any right to extract and remove the same or any other right in
		connection therewith.
	 

	 
		Section 2.3.
		          Subordinate to
		Site Lease, Etc.  This Agreement is subject to all the terms and conditions of
		the Site Lease. Any termination, expiration or cancellation of the Site Lease
		shall terminate this Site Sublease automatically and without any further act of
		any Person. Site Sublessee shall undertake and perform, for the benefit of Site
		Sublessor, all duties and obligations of Site Lessee under the Site Lease and
		shall not take any action, or fail to take any action, which action or failure
		would constitute or result in a Site Lease Event of Default under the Site
		Lease. Any action or failure to take action by Site Sublessee which is or
		results in a Site Lease Event of Default under the Site Lease shall likewise
		constitute a Site Sublessee Event of Default under this Site Sublease.
	 

	 
		ARTICLE III

SEVERANCE
	 

	 
		                Title to the Facility and all
		Components, Replacement Components and Modifications and every portion thereof
		is severed, and shall be and remain severed, from title to the real estate
		constituting the Facility Site on which the Facility and other equipment is
		located, even if physically attached thereto. The parties agree that the
		Facility, the Components, the Replacement Components and all Modifications
		shall be and shall remain the property of Site Sublessor (except as to any
		Severable Modifications, title to which, in each case, is reserved to Site
		Sublessee) and shall not be or become fixtures or otherwise part of the real
		estate constituting the Facility Site.
	 

	 
		ARTICLE IV

SUBRENT
	 

	 
		Section 4.1.
		          Sublease Term
		Subrent.
		 As rent for the Ground Interest during the Initial Sublease Term, Site
		Sublessee shall pay to Site Sublessor an annual base rent (the
		“Subrent”) equal to the amount of rent payable under the Site
		Lease for the corresponding period. In addition, Site Sublessee shall pay as
		supplemental rent under this Site Sublease all other amounts payable by Site
		Sublessor under the Site Lease attributable to the Term of this Site Sublease.
		The Subrent and such supplemental rent payable during the Initial Sublease Term
		or during each Renewal Term shall be paid as and when due under the Site Lease.
		The Subrent for any partial year at the end of the Initial Sublease Term shall
		be prorated on the basis of the number of days in such partial year relative to
		365 days.
	 

	 
		3
	 

	 

	 
	 

	 

	 
		Section 4.2.
		          Renewal Term
		Subrent.
		 As rent for the Ground Interest during each Renewal Term, Site Sublessee
		shall pay to Site Sublessor a Subrent equal to all rent due and payable under
		the Site Lease for the corresponding period. Such Subrent shall be prorated for
		any portion of a year during the last year of the Renewal Term on the basis of
		the number of days during such last year of the Renewal Term relative to 365
		days.
	 

	 
		ARTICLE V

SURRENDER OF FACILITY SITE
	 

	 
		                Upon any expiration or earlier
		termination of the Term and satisfaction of the requirements specified in
		Section 5 of the Facility Lease, Site Sublessee shall surrender the
		Ground Interest into the possession of Site Sublessor without representation or
		warranty other than a warranty that the Ground Interest is free and clear of
		all Liens other than Owner Participant’s Liens and Permitted Liens and
		that the Facility and Facility Site are in the condition required by the
		Facility Lease. Site Sublessee shall, upon the request of Site Sublessor but at
		Site Sublessee’s cost and expense, execute, acknowledge and deliver a
		termination of this Site Sublease, to be prepared by Site Sublessor that is in
		a form recordable and reasonably satisfactory to Site Sublessee. The
		obligations of Site Sublessee under this Article V shall survive the
		expiration or termination of this Site Sublease.
	 

	 
		ARTICLE VI

NONTERMINATION
	 

	 
		                Except as provided in Sections
		2.1 and 2.3 and in Articles IX, XI, XII or
		XV hereof, this Site Sublease shall not terminate, nor shall Site
		Sublessee’s interest in the Ground Interest created hereby be
		extinguished, lost, conveyed or otherwise impaired, or be merged into or with
		any other interest or estate in the Facility Site or any other property
		interest, in whole or in part, by any cause or for any reason whatsoever,
		including, without limitation, the following: (a) destruction of all or any
		part of the Facility or the taking of the Facility or any portion thereof by
		condemnation, requisition, eminent domain or otherwise, (b) any prohibition,
		limitation or restriction of any party’s use of all or any part of the
		Ground Interest or of Site Sublessee’s use of the Undivided Interest, or
		the interference with such use by any Person, or any eviction by paramount
		title or otherwise, (c) any inadequacy, incorrectness or failure of the
		description of the Facility Site, the Ground Interest or any property or rights
		intended to be granted or conveyed by this Site Sublease, (d) insolvency,
		bankruptcy, reorganization or similar proceedings by or against either party
		hereto or (e) any other reason whatsoever, whether similar or dissimilar to any
		of the foregoing.
	 

	 
		ARTICLE VII

POSSESSION AND QUIET ENJOYMENT
	 

	 
		                Site Sublessor covenants and
		agrees that unless a Site Sublessee Event of Default (as defined below) shall
		have occurred and be continuing and Site Sublessor (or the Indenture Trustee)
		has commenced the exercise of remedies pursuant to the Facility Lease, Site
		Sublessee 
	 

	 
		4
	 

	 

	 
	 

	 

	 
		shall enjoy quiet
		use, enjoyment and possession of the Ground Interest and neither Site Sublessor
		nor any Person claiming by, through or under Site Sublessor shall disturb Site
		Sublessee’s quiet use, enjoyment and possession of the Ground Interest or
		any portion thereof, and Site Sublessor shall not permit or suffer to exist on
		the Ground Interest or any part thereof any Lessor’s Lien.
	 

	 
		ARTICLE VIII

USE OF FACILITY SITE
	 

	 
		                Site Sublessee’s rights
		hereunder to use the Ground Interest shall be limited to the right of Site
		Sublessee (a) to use the Ground Interest during the Term in connection with the
		use, operation or maintenance of the Undivided Interest or an interest in any
		electric generating facility built in replacement or substitution of all or any
		portion of the Facility, as required, permitted or contemplated by the Facility
		Lease and the other Operative Documents, and (b) to use the Ground Interest in
		accordance with Applicable Law, and comply with Applicable Law as the same may
		pertain to the condition of the Ground Interest, the Facility Site or the
		Facility or any such operation thereof; provided, however, that
		Site Sublessee shall not be obligated to comply with any Applicable Law or
		Governmental Action (i) whose application or validity is being contested
		diligently and in good faith by appropriate proceedings for the time period of
		such contest (except that such contest shall not permit the return of the
		Undivided Interest or Facility Site in a condition which is not in compliance
		with any Applicable Law or Governmental Action) or (ii) compliance with which
		shall have been excused or exempted by a nonconforming use permit, waiver,
		extension or forbearance exempting it from such Applicable Law or Governmental
		Action, so long as, in the case of each of clauses (i) or (ii) above, such
		failure of compliance does not result in any danger of (A) any sale, forfeiture
		or loss of any part of the Undivided Interest or the Ground Interest, (B) any
		material Lien on the Ground Interest or the Undivided Interest, other than a
		Permitted Lien, or (C) any material civil liability or any criminal liability
		on the part of any Indemnified Party. Notwithstanding any provision contained
		in this Site Sublease or in any Operative Document, Site Sublessee has the
		right to perform any and all acts required by an order of the FERC or its
		successor affecting the Undivided Interest or the Ground Interest without the
		prior approval of Site Sublessor or any other party to the Operative
		Documents.
	 

	 
		ARTICLE IX

REQUISITION
	 

	 
		                If at any time the Facility Site
		or any portion thereof is requisitioned, the proceeds of such Requisition shall
		be divided among Site Sublessor and Site Sublessee in the proportions specified
		in the Facility Lease.
	 

	 
		ARTICLE X

INSURANCE
	 

	 
		                At all times during the Term of
		this Site Sublease, Site Sublessee shall comply with the requirements of
		Section 11 to the Facility Lease, as modified by Section 3.1(n)
		of the Lessee 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		Disclosure Schedule,
		and any insurance proceeds shall be applied as required by the Facility
		Lease.
	 

	 
		ARTICLE XI

DAMAGE OR DESTRUCTION OF FACILITY OR
		MODIFICATIONS
	 

	 
		                Subject to, and without limiting
		the parties’ obligations under, the other Operative Documents, if the
		Facility or any substantial part thereof is damaged or destroyed by any fire or
		other casualty, Site Sublessee shall repair or replace the Facility or such
		part, to the extent required pursuant to the Facility Lease, and any insurance
		proceeds received by Site Sublessee shall be applied and distributed in
		accordance with the Facility Lease.
	 

	 
		ARTICLE XII

DEFAULT/REMEDIES
	 

	 
		Section 12.1.        Site
		Sublessee Events of Default.  The occurrence and
		continuation of any Lease Event of Default under the Facility Lease or any
		action or failure to take action by Site Sublessee that constitutes or results
		in a Site Lease Event of Default under the Site Lease shall be deemed to be a
		“Site Sublessee Event of Default” under this Site Sublease,
		regardless of the pendency of any bankruptcy, reorganization, receivership,
		insolvency or other proceeding which has or might have the effect of preventing
		Site Sublessee from complying with the terms of this Site Sublease.
	 

	 
		Section 12.2.        Site
		Sublessor’s Remedies Generally.  Upon the
		occurrence and continuation of any Site Sublessee Event of Default, Site
		Sublessor may, at its option, and in addition to and cumulatively with any
		other rights Site Sublessor may have at law or in equity or under this Site
		Sublease, (i) terminate this Site Sublease by notice to Site Sublessee, or (ii)
		enforce, by all proper and legal suits and other means, its rights hereunder,
		including the collection of damages arising out of such Site Sublease Event of
		Default and of all sums due hereunder, without re-entering or resuming
		possession of the Ground Interest or the Undivided Interest, and without
		terminating this Site Sublease, and should it be necessary for such party to
		take any legal action in connection with such enforcement, Site Sublessee shall
		pay Site Sublessor all reasonable attorneys’ fees so incurred, all without
		prejudice to any remedies that might otherwise be used by either party for
		recovery of arrearages of sums due hereunder, damages as herein provided, or
		breach of covenant; provided, however, in no event shall Site
		Sublessor terminate this Site Sublease unless the Facility Lease shall have
		been terminated in accordance with its terms.
	 

	 
		                (b)           Recovery
		of Unpaid Rent and Other Amounts. Upon termination of this Site
		Sublease, Site Sublessor shall have the right to recover from Site
		Sublessee:
	 

	 
		                                (i)            All
		unpaid rent which had been earned at the time of termination;
	 

	 
		                                (ii)           All
		unpaid rent for the balance of the term of this Site Sublease which exceeds the
		amount of such rental loss that Site Sublessee proves could be reasonably
		avoided; 
	 

	 
		6
	 

	 

	 
	 

	 

	 
		                                (iii)          All
		other amounts necessary to compensate Site Sublessor for all the damages
		arising as a result of Site Sublessee’s failure to perform all of Site
		Sublessee’s obligations under this Site Sublease; and
	 

	 
		                                (iv)          Interest
		at the Overdue Rate on any amount due above from the date due until the date of
		payment.
	 

	 
		ARTICLE XIII

MECHANIC’S LIENS AND OTHER LIENS

	 

	 
		                At all times during the Term of
		this Site Sublease, Site Sublessee shall comply with the requirements of
		Section 6 of the Facility Lease regarding Liens. In addition, Site
		Sublessee will not directly or indirectly create, incur, assume or suffer to
		exist any Lien on or with respect to the Facility Site, or any interest
		therein, or on its interest in this Sublease or its interest in any other
		Operative Document, except Permitted Liens, Permitted Encumbrances or Owner
		Participant’s Liens, if any, and Site Sublessee shall promptly notify Site
		Sublessor of the imposition of any such Lien of which Site Sublessee has Actual
		Knowledge and shall promptly, at its own expense, take such action as may be
		necessary to fully discharge or release any such Lien, other than Permitted
		Liens or Permitted Encumbrances.
	 

	 
		ARTICLE XIV

ASSIGNMENT/SUBLETTING/HYPOTHECATION
	 

	 
		Section 14.1.        Right to
		Assign or Sublet.  Except as expressly permitted pursuant hereto or by the
		Participation Agreement or the Facility Lease, neither Site Sublessor nor Site
		Sublessee shall have the right to assign or otherwise transfer all or any part
		of such party’s interest in this Site Sublease or in the Ground Interest
		or to sublet the whole or any part of the Ground Interest and/or delegate any
		or all of its obligations under this Site Sublease.
	 

	 
		Section 14.2.        Lien on
		Leasehold Prohibited.  Except as expressly permitted pursuant to the Participation
		Agreement or the Facility Lease, Site Sublessee shall not have the right to
		encumber, mortgage, pledge or hypothecate its interest in this Site Sublease or
		the Ground Interest or to grant an assignment of the rents, issues and profits
		from the Ground Interest. 
	 

	 
		Section
		14.3         
		Assignment of Site Sublessor’s Rights.  During the term of the
		Site Lease, Site Sublessor shall have the right to encumber, mortgage, pledge
		or hypothecate its interest in this Site Sublease, the Site Lease or the Ground
		Interest or to grant an assignment of the rents, issues and profits from this
		Site Sublease or the Ground Interest (any such encumbrance, mortgage, pledge,
		hypothecation or assignment, a “Leasehold Lien”) in favor of
		or to the Indenture Trustee or any future lender to Site Sublessor (a
		“Leasehold Mortgagee”), to the extent permitted under the
		Operative Documents. Site Sublessee specifically acknowledges that,
		concurrently with the execution and delivery of this Site Sublease, Site
		Sublessor will, as security for the Secured Indebtedness of Site Lessee under
		the Notes, grant the Indenture Trustee a Lien in and to all of Site
		Sublessor’s right, title and interest in, to and under the Ground Interest
		(other than Excepted Payments). Site Sublessee hereby consents to such
		assignment and creation of such Lien (and to 
	 

	 
		7
	 

	 

	 
	 

	 

	 
		any Lien granted to
		any future lender) and acknowledges receipt of copies of the Indenture, it
		being understood that such consent shall not affect any requirement or the
		absence of any requirement for any consent under any other circumstances. Site
		Sublessee further acknowledges and agrees that this Site Sublease is and shall
		be subject and subordinate to any Leasehold Lien. Unless and until Site
		Sublessee shall have received written notice from a Leasehold Mortgagee that
		the Leasehold Lien has been fully released, the Leasehold Mortgagee under the
		Leasehold Lien shall have the rights of Site Sublessor under this Site Sublease
		to the extent, and subject in each case to the exceptions set forth in, the
		Leasehold Lien.
	 

	 
		ARTICLE
		XV

PURCHASE OF FACILITY
	 

	 
		                Notwithstanding any provision of
		this Site Sublease, including Article V hereof, in the event that the
		Undivided Interest is transferred to or otherwise acquired by Site Sublessee in
		accordance with and pursuant to any of Sections 10, 13 or
		14 of the Facility Lease, this Site Sublease shall terminate as of the
		date of any such transfer or other acquisition by Site Sublessee of the
		Undivided Interest.
	 

	 
		ARTICLE XVI

PUBLIC UTILITIES
	 

	 
		                Site Sublessee shall pay directly
		for all public utility goods and services supplied to the Facility during the
		Term of this Site Sublease.
	 

	 
		ARTICLE XVII

TAXES
	 

	 
		                Site Sublessee shall pay and hold
		each Tax Indemnitee harmless on an After-Tax Basis from and against all real
		property taxes, assessments, and personal property taxes applicable to the
		Facility Site and the Facility during the Term of this Site Sublease. Site
		Sublessee’s obligations under this Article XVII shall survive the
		expiration or termination of this Site Sublease.
	 

	 
		ARTICLE XVIII

MISCELLANEOUS
	 

	 
		Section 18.1.       
		Notices.
		 All notices and other communications hereunder shall be in writing and
		shall be deemed to have been given or made three (3) days after being deposited
		in the United States mail, certified or registered with appropriate postage
		prepaid or, if delivered by hand or by telecopy or other wire transmission
		service, when received, addressed as follows:
	 

	 
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		                If to Site Sublessor:
	 

	 	 	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


	 
		                If to Site Sublessee:
	 

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


	 
		or to such other
		address as either party shall from time to time designate in writing to the
		other party hereto.
	 

	 
		Section 18.2.       
		Counterparts.   This 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 18.3.       
		Amendments.  Neither this Site Sublease nor any of the terms hereof may be
		terminated, amended, supplemented, waived or modified orally, but only by an
		instrument in writing (a) signed by the party against which the enforcement of
		the termination, amendment, supplement or modification shall be sought and then
		only if such termination, amendment, supplement or modification is in accord
		with the Participation Agreement and (b) consented to in writing by any
		Leasehold Mortgagee.
	 

	 
		Section 18.4.        Headings,
		etc.
		 The headings of the various Articles and Sections of this Site Sublease
		are for convenience of reference only and shall not modify, define, expand or
		limit any of the terms or provisions hereof.
	 

	 
		Section 18.5.        Successors
		and Assigns.
		 Subject to the provisions of Article XIV concerning the
		parties’ respective rights to assign their interests in this Site
		Sublease, the terms of this Site Sublease shall be binding upon, and inure to
		the benefit of, the parties hereto and their respective successors and assigns.
		The Indenture Trustee and any Leasehold Mortgagee are express third party
		beneficiaries of this Site Sublease entitled to enforce it.
	 

	 
		Section 18.6.        Governing
		Law.
		  This Agreement shall be governed by, and construed in accordance
		with, the law of the Commonwealth of Pennsylvania, it being understood that, to
		the fullest extent permitted by the law of the Commonwealth of Pennsylvania,
		the law of the State of 
	 

	 
		9
	 

	 

	 
	 

	 

	 
		New York shall govern
		the validity and the enforceability of the representations, warranties,
		covenants and obligations of Site Sublessee and Site Sublessor under this Site
		Sublease.
	 

	 
		Section 18.7.       
		Waivers.
		 No waiver of a term, condition or provision of this Site Sublease shall
		be valid or of any effect unless made in writing, signed by the party to be
		bound or its duly authorized representative, and specifying with particularity
		the manner and extent of such waiver. Any waiver by either party of any default
		of the other shall not affect or impair any right arising from any subsequent
		default.
	 

	 
		Section 18.8.       
		Furtherance Assurances.  Site Sublessor and Site
		Sublessee agree to sign such documents or other writings, and to take such
		further actions, as may reasonably be requested by the other party in order to
		more fully effectuate the provisions of this Site Sublease consistent with the
		intent of the parties thereto, and the transactions contemplated
		thereby.
	 

	 
		Section 18.9.        Entire
		Agreement.   This Agreement and the other Operative Documents
		contain the entire understanding of the parties hereto with respect to the
		subject matter covered hereby and thereby, and supersede and cancel any and all
		oral or written prior agreements, understandings, statements and
		representations between the parties with respect to the management and conduct
		of the Ground Interest and the Undivided Interest. 
	 

	 
		Section 18.10.      Severability of
		Provisions.
		 Any provision of this Site Sublease which may be determined by competent
		authority to be 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 18.11.     
		Memorandum.  A memorandum of this Site Sublease shall be recorded in the
		Official Records.
	 

	 
		Section 18.12.      Limitation of
		Liability of Trust Company.  It is expressly
		understood and agreed by the parties hereto that (a) this Site Sublease is
		executed and delivered by a representative of the Trust Company, not
		individually or personally but solely as the Owner Trustee of and on behalf of
		Site Sublessor, as trustee 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
		Site Sublessor is made and intended not as a personal representation,
		undertaking and agreement by the Trust Company but for the purpose of binding
		only Site Sublessor, (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
		Trust Company be personally liable for the payment of any indebtedness or
		expenses of Site Sublessor or be liable for the breach or failure of any
		obligation, representation, warranty or covenant made or undertaken by Site
		Sublessor under this Site Sublease. Notwithstanding the foregoing, the Trust
		Company is an intended beneficiary of this Site Sublease.
	 

	 
		[Signature Page
		Follows]
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                IN WITNESS WHEREOF, the parties
		hereto have caused this Site Sublease to be duly executed by their respective
		officers thereto duly authorized as of the day and year first above
		written.
	 

	 	 	SITE SUBLESSOR:
		 
	 	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 
		 
		 
	 	SITE SUBLESSEE:
		 
	 	FIRSTENERGY GENERATION CORP.
		 
		 
		By:	/s/ James F. Pearson
		 	

		Name:  James F. Pearson
	 	Title:  Vice President and Treasurer


	 
		 
	 

	 

	 
	 

	 

	 	 	Exhibit A to
			 Site Sublease


	 
		Legal Description
		of the Facility Site
	 

	 
		ALL that certain
		piece or parcel of land lying and being situate in the Borough of Shippingport,
		County of Beaver, and Commonwealth of Pennsylvania, and being more particularly
		bounded and described as follows:
	 

	 
		                BEGINNING
		at a concrete monument a the intersection of the Pennsylvania Power
		Company’s Bruce Mansfield Plant South property line with the Westerly
		right-of-way of the New Cumberland and Pittsburgh Railroad (now Penn Central
		Railroad) said concrete monument bears South 85° 11’ East, a distance
		of 152.70 feet, and South 33° 16’ East, a distance of 324.80 feet from
		the Grantor’s Southwest property corner; thence from said concrete
		monument South 51° 00’ East, a distance of 187.39 feet to a point,
		said point bears North 51° 00’ West, a distance of 8.00 feet from the
		East-West baseline column row (P) of the Bruce Mansfield Plant; thence North
		39° 00’ East, a distance of 2,010.35 feet to the North-South baseline
		column row (10) and the true place of beginning of the premises herein to be
		described and being the Southwest corner of the base of Unit No. 1; thence with
		the Westerly edge of said base slab and parallel to column row (P) and North
		53° 00’ West, a distance of 8.00 feet therefrom; North 39°
		00’ East, a distance of 280.00 feet to the Northwest corner of said base
		slab; thence from the Northwest corner of said base slab, and parallel to
		column row (I) and North 39° 00’ East, a distance of 6.00 feet
		therefrom; thence South 51°00’ East, a distance of 164.00 feet to a
		corner of said slab; thence paralleled to column row (J) and South 51°
		00’ East, a distance of 6.00 feet therefrom; thence South 39° 00’
		West ,a distance of 26.00 feet to another corner which bears North 39°
		00’ East, a distance of 6.00 feet from column row (2); thence continuing
		with the edge of said base slab and parallel to column row (2) South 51°
		00’ East, a distance of 258.75 feet to the northeast corner of said base
		slab; thence continuing with the edge of said slab and parallel to column row
		(A) and South 51° 00’ East, a distance of 6.00 feet therefrom, South
		39° 00’ West, a distance of 254.00 feet to the Southwest corner of
		said base slab; thence with the North-South baseline and column row (10), North
		51° 00’ West, a distance of 422.75 feet to the Southwest corner of
		said base slab and the place of beginning, containing 111,643 square feet or
		2.563 acres;
	 

	 
		Together with the
		easements appurtenant set forth in that certain Indenture, dated August 13,
		1974 between Lee E. Whitmire, Jr., Trustee, and The Cleveland Electric
		Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, and
		Toledo Edison Company, recorded in the Office of the Recorder of Deeds of
		Beaver County, Pennsylvania on August 16, 1974, in Deed Book 1029, Page
		456.
	 

	 
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